Florida § 605.2106 - Relation of a protected series operating agreement and the protected series provisions of this chapter.

§ 605.2106. Relation of a protected series operating agreement and the protected series provisions of this chapter.

(1) Except as otherwise provided in this section, and subject to ss. 605.2107 and 605.2108, the operating agreement of a series limited liability company governs the following: (a) The internal affairs of a protected series, including all of the following: 1. Relations among any associated members of the protected series. 2. Relations between the protected series and: a. Any associated member of the protected series; b. Any protected-series manager; or c. Any protected-series transferee. 3. Relations between any associated member and: a. Any protected-series manager; or b. Any protected-series transferee. 4. The rights and duties of a protected-series manager. 5. Governance decisions affecting the activities and affairs of the protected series and the conduct of those activities and affairs. 6. Procedures and conditions for becoming an associated member or a protected-series transferee. (b) Relations between a protected series of the series limited liability company and each of the following: 1. The series limited liability company. 2. Another protected series of the series limited liability company. 3. The protected series, any of its protected-series managers, any associated member of the protected series, or any protected-series transferee of the protected series. 4. A person in the person’s capacity as: a. A member of the series limited liability company which is not an associated member of the protected series; b. A protected-series transferee or protected-series manager of another protected series; or c. A transferee of the series limited liability company. (2) If this chapter restricts the power of an operating agreement to affect a matter, the restriction applies to a matter under ss. 605.2101-605.2802 in accordance with s. 605.0105. (3) If a 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, a manager, or another agent of a limited liability company; or a transferee of a limited liability company, except as otherwise provided in the laws of this state other than this chapter, the restriction applies in accordance with s. 605.2108. (4) Except as otherwise provided in s. 605.2107, if the operating agreement of a series limited liability company does not provide for a matter described in subsection (1) in a manner authorized by ss. 605.2101-605.2802, the matter is determined in accordance with the following: (a) To the extent that ss. 605.2101-605.2802 address the matter, ss. 605.2101-605.2802 govern. (b) To the extent that ss. 605.2101-605.2802 do not address the matter, this chapter governs the matter in accordance with s. 605.2108.