District Of Columbia § 29-801.07 - Operating agreement; scope, function, and limitations.

Relations among the members as members and between the members and the limited liability company;

The rights and duties under this chapter of a person in the capacity of manager;

The activities and affairs of the company and the conduct of those activities and affairs; and

The means and conditions for amending the operating agreement.

Vary a limited liability company’s capacity under to sue and be sued in its own name;

Vary the law applicable under ;

Vary the provisions of ;

Subject to subsections (d) through (g) of this section, eliminate the duty of loyalty, the duty of care, or any other fiduciary duty;

Eliminate the contractual obligation of good faith and fair dealing under , but the operating agreement may prescribe the standards, if not manifestly unreasonable, by which the performance of the obligation is to be measured;

Unreasonably restrict the duties and rights stated in ;

Vary the causes of dissolution specified in and (5);

Vary the requirement to wind up a limited liability company’s activities and affairs as specified in ;

Unreasonably restrict the right of a member to maintain an action under ;

Restrict the right to approve a merger or domestication under or Chapter 2 of this title of a member that will have personal liability with respect to a surviving, converted, or domesticated organization;

Except as otherwise provided in or 29-801.09(b), restrict the rights under this chapter of a person other than a member or manager.

Vary any requirement, procedure, or other provision of this title pertaining to:

Relieve or exonerate a person from liability for conduct involving bad faith, willful or intentional misconduct, or knowing violation of the law; or

Vary the provisions of , except that the operating agreement may provide that the company may not have a special litigation committee.

Vary the power of a person to dissociate under , except to require that notice of dissociation be in a record.

The operating agreement may specify the method by which a specific act or transaction that would otherwise violate the duty of loyalty may be authorized or ratified by one or more disinterested and independent persons after full disclosure of all material facts.

To the extent the operating agreement of a member-managed limited liability company expressly relieves a member of a responsibility that the member would otherwise have under this chapter and imposes the responsibility on one or more other members, the operating agreement may, to the benefit of the member that the operating agreement relieves of the responsibility, also eliminate or limit any fiduciary duty that would have pertained to the responsibility.

If not manifestly unreasonable, the operating agreement may:

Shall make its determination as of the time the challenged term became part of the operating agreement and by considering only circumstances existing at that time; and

May invalidate the term only if, in light of the purposes and activities and affairs of the limited liability company, it is readily apparent that: