(a) An operating agreement may specify that its amendment requires the approval of a person that is not a party to the agreement or the satisfaction of a condition. An amendment is ineffective if its adoption does not include the required approval or satisfy the specified condition.
(b) The obligations of a limited liability company and its members to a person in the person's capacity as a transferee or a person dissociated as a member are governed by the operating agreement. Subject only to a court order issued under subdivision (2) of subsection (b) of section 34-259b to effectuate a charging order, an amendment to the operating agreement made after a person becomes a transferee or is dissociated as a member: (1) Is effective with regard to any debt, obligation or other liability of the limited liability company or its members to the person in the person's capacity as a transferee or person dissociated as a member; and (2) is not effective to the extent the amendment imposes a new debt, obligation or other liability on the transferee or person dissociated as a member.
(c) If a record delivered by a limited liability company to the Secretary of the State for filing becomes effective and contains a provision that would be ineffective under subsection (c) of section 34-243d or subdivision (3) of subsection (d) of section 34-243d if contained in the operating agreement, the provision is ineffective in the record.
(d) Subject to subsection (c) of this section, if a record delivered by a limited liability company to the Secretary of the State for filing becomes effective and conflicts with a provision of the operating agreement: (1) The agreement prevails as to members, persons dissociated as members, transferees and managers; and (2) the record prevails as to other persons to the extent they reasonably rely on the record.
(P.A. 16-97, S. 7.)
History: P.A. 16-97 effective July 1, 2017.