1998 Minnesota Statutes

     322B.603 Operating agreement. 

    Subdivision 1.    Generally.  A limited liability 
 company may, but need not, have an operating agreement.  The 
 operating agreement may contain any provision relating to the 
 management of the business or the regulation of the affairs of 
 the limited liability company not inconsistent with law or the 
 articles of organization.  An act of the board under subdivision 
 2 and of the members under subdivision 3 will be considered part 
 of the operating agreement only if the act expressly states that 
 it is intended to constitute or revise the operating agreement. 

    Subd. 2.    Power of board of governors.  An initial 
 operating agreement may be adopted pursuant to section 322B.60 
 by the organizers or by the first board of governors.  Unless 
 reserved by the articles of organization to the members, the 
 power to adopt, amend, or repeal the operating agreement is 
 vested in the board of governors.  The power of the board of 
 governors is subject to the power of the members, exercisable in 
 the manner provided in subdivision 3, to adopt, amend, or repeal 
 the operating agreement adopted, amended, or repealed by the 
 board of governors.  After the adoption of the initial operating 
 agreement, the board of governors shall not adopt, amend, or 
 repeal an operating agreement provision fixing a quorum for 
 meetings of members, prescribing procedures for removing 
 governors or filling vacancies in the board of governors, or 
 fixing the number of governors or their classifications, 
 qualifications, or terms of office, but may adopt or amend an 
 operating agreement provision to increase the number of 
 governors. 

    Subd. 3.    Power of members and procedure.  If a member 
 or members owning three percent or more of the voting power of 
 the members entitled to vote propose a resolution for action by 
 the members to adopt, amend, or repeal operating agreement 
 provisions adopted, amended, or repealed by the board of 
 governors and the resolution sets forth the provision or 
 provisions proposed for adoption, amendment, or repeal, the 
 limitations and procedures for submitting, considering, and 
 adopting the resolution are the same as provided in section 
 322B.15, subdivisions 2 to 4, for amendment of the articles of 
 organization.  

    HIST: 1992 c 517 art 2 s 64