Arkansas § 4-37-106 - Relation of operating agreement, this chapter, and the Small Business Entity Tax Pass Through Act.

§ 4-37-106. Relation of operating agreement, this chapter, and the Small Business Entity Tax Pass Through Act.

Except as otherwise provided in this section and subject to § 4-37-107 and § 4-37-108, the operating agreement of a series limited liability company governs: the internal affairs of a protected series, including: relations among any associated members of the protected series; relations among the protected series and: any associated member; the protected-series manager; or any protected-series transferee; relations between any associated member and: the protected-series manager: or any protected-series transferee; the rights and duties of a protected-series manager; governance decisions affecting the activities and affairs of the protected series and the conduct of those activities and affairs; and procedures and conditions for becoming an associated member or protected-series transferee; relations among the protected series, the company, and any other protected series of the company; relations between: the protected series, its protected-series manager, any associated member of the protected series, or any protected-series transferee of the protected series; and a person in the person's capacity as: a member of the company which is not an associated member of the protected series; a protected-series transferee or protected-series manager of another protected series; or a transferee of the company. If the Small Business Entity Tax Pass Through Act, § 4-32-101 et seq., restricts the power of an operating agreement to affect a matter, the restriction applies to a matter under this chapter in accordance with § 4-37-108. If law of this state other than this chapter imposes a prohibition, limitation, requirement, condition, obligation, liability, or other restriction on a limited liability company, a member, manager, or other agent of the company, or a transferee of the company, except as otherwise provided in law of this state other than this chapter, the restriction applies in accordance with § 4-37-108. Except as otherwise provided in § 4-37-107, if the operating agreement of a series limited liability company does not provide for a matter described in subsection (a) in a manner permitted by this chapter, the matter is determined in accordance with the following rules: To the extent this chapter addresses the matter, this chapter governs. To the extent this chapter does not address the matter, the Small Business Entity Tax Pass Through Act, § 4-32-101 et seq., governs the matter in accordance with § 4-37-108.