47-34A-705 . Rights, powers, and duties relating to series governed by operating agreement.

(a) An operating agreement may provide for classes or groups of members or managers associated with a series having such relative rights, powers, and duties as an operating agreement may provide and may make provision for the future creation of additional classes or groups of members or managers associated with the series having such relative rights, powers, and duties as may be established, including rights, powers, and duties senior and subordinate to or different from existing classes and groups of members or managers associated with the series.

(b) A series may be managed either by the member or members associated with the series or by the manager or managers chosen by the members of such series, as provided in the operating agreement. Unless otherwise provided in an operating agreement, the management of a series shall be vested in the members associated with such series.

(c) An operating agreement may grant to all or certain identified members or managers, or to a specified class or group of the members or managers associated with a series, the right to vote separately or with all or any class or group of the members or managers associated with the series, on any matter. An operating agreement may provide that any member or class or group of members associated with a series shall have no voting rights or ability to otherwise participate in the management or governance of such series, but any such member or class or group of members are owners of the series.

(d) Except as modified in this section, the provisions of this chapter that are generally applicable to limited liability companies and their managers, members, and transferees shall be applicable to each particular series with respect to the operation of such series. Except as otherwise provided in an operating agreement, a manager of a manager-managed series owes the duties referenced in §  47-34A-409 only to the series for which the manager serves as a manager. A manager of a manager-managed series does not owe any duty (i) to any series for which the manager does not serve as a manager, (ii) to the members of another series for which the manager does not serve as a manager, in their capacity as members of another series, (iii) to the limited liability company, or (iv) to the members of the limited liability company, in their capacity as members of the limited liability company. Except as otherwise provided in an operating agreement, a member of a member-managed series owes the duties referenced in §  47-34A-409 only to the series of which the member is a member. A member of a member-managed series does not owe any duty (i) to any series of which the member is not a member, (ii) to the members of another series of which the member is not a member, in their capacity as members of another series, (iii) to the limited liability company, or (iv) to the members of the limited liability company, in their capacity as members of the limited liability company.

(e) Except as otherwise provided in an operating agreement, any event specified in this chapter or in an operating agreement that causes a manager to cease to be a manager with respect to a series does not, in itself, cause such manager to cease to be a manager of the limited liability company or with respect to any other series thereof.

(f) Except as otherwise provided in an operating agreement, any event specified in this chapter or in an operating agreement that causes a member to cease to be associated with a series does not, in itself, cause such member to cease to be associated with any other series, terminate the continued membership of a member in the limited liability company, or cause the termination of the series, regardless of whether such member was the last remaining member associated with such series.

(g) An operating agreement may impose restrictions, duties, and obligations on members of the limited liability company or any series thereof as a matter of internal governance, including, without limitation, those with regard to:

(1) Choice of law, forum selection, or consent to personal jurisdiction;

(2) Capital contributions;

(3) Restrictions on, or terms and conditions of, the transfer of membership interests;

(4) Restrictive covenants, including noncompetition, nonsolicitation, and confidentiality provisions;

(5) Fiduciary duties; and

(6) Restrictions, duties, or obligations to or for the benefit of the limited liability company, other series thereof, or their affiliates.

Source: SL 2020, ch 200, § 5, eff. Nov. 15, 2020.