Nevada § 86.286 - Operating agreement

§ 86.286. Operating agreement

1. A limited-liability company may, but is not required to, adopt an operating agreement. An operating agreement may be adopted only by the unanimous vote or unanimous written

consent of the members, which may be in any tangible or electronic format, or by the

sole member. If any operating agreement provides for the manner in which it may be amended, including

by requiring the approval of a person who is not a party to the operating agreement

or the satisfaction of conditions, it may be amended only in that manner or as otherwise

permitted by law and any attempt to otherwise amend the operating agreement shall

be deemed void and of no legal force or effect unless otherwise provided in the operating

agreement. Unless otherwise provided in the operating agreement, amendments to the agreement

may be adopted only by the unanimous vote or unanimous written consent of the persons

who are members at the time of amendment. 2. An operating agreement may be adopted before, after or at the time of the filing

of the articles of organization and, whether entered into before, after or at the

time of the filing, may become effective at the formation of the limited-liability

company or at a later date specified in the operating agreement. If an operating agreement is adopted: (a) Before the filing of the articles of organization or before the effective date

of formation specified in the articles of organization, the operating agreement is

not effective until the effective date of formation of the limited-liability company. (b) After the filing of the articles of organization or after the effective date of

formation specified in the articles of organization, the operating agreement binds

the limited-liability company and may be enforced whether or not the limited-liability

company assents to the operating agreement. 3. An operating agreement may provide that a certificate of limited-liability company

interest issued by the limited-liability company may evidence a member's interest

in a limited-liability company. 4. An operating agreement: (a) May provide, but is not required to provide: (1) Rights to any person, including a person who is not a party to the operating agreement,

to the extent set forth therein; (2) For the admission of any person as a member of the company dependent upon any

fact or event that may be ascertained outside the articles of organization or the

operating agreement, if the manner in which the fact or event may operate on the determination

of the person or the admission of the person as a member of the company is set forth

in the articles of organization or the operating agreement; (3) That the personal representative of the last remaining member is obligated to

agree in writing to the admission of the personal representative, or its nominee or

designee, as a member of the company effective upon the occurrence of the event that

terminated the last remaining member's status as a member of the company; (4) For the admission of any person as a member of the company upon or after the death,

retirement, resignation, expulsion, bankruptcy, dissolution or dissociation of, or

any other event affecting, a member or the last remaining member, or after there is

no longer a member of the company; or (5) Any other provision, not inconsistent with law or the articles of organization,

which the members elect to set out in the operating agreement for the regulation of

the internal affairs of the company. (b) Must be interpreted and construed to give the maximum effect to the principle

of freedom of contract and enforceability. 5. If, and to the extent that, a member or manager or other person has duties to a

limited-liability company, to another member or manager, or to another person that

is a party to or is otherwise bound by the operating agreement, such duties may be

expanded, restricted or eliminated by provisions in the operating agreement, except

that an operating agreement may not eliminate the implied contractual covenant of

good faith and fair dealing. 6. Unless otherwise provided in an operating agreement, a member, manager or other

person is not liable for breach of duties, if any, to a limited-liability company,

to any of the members or managers or to another person that is a party to or otherwise

bound by the operating agreement for conduct undertaken in the member's, manager's

or other person's good faith reliance on the provisions of the operating agreement. 7. An operating agreement may provide for the limitation or elimination of any and

all liabilities for breach of contract and breach of duties, if any, of a member,

manager or other person to a limited-liability company, to any of the members or managers,

or to another person that is a party to or is otherwise bound by the operating agreement. An operating agreement may not limit or eliminate liability for any conduct that

constitutes a bad faith violation of the implied contractual covenant of good faith

and fair dealing. 8. The Secretary of State may make available a model operating agreement for use by

and at the discretion of a limited-liability company according to such terms and limitations

as established by the Secretary of State. The use of such an operating agreement does not create a presumption that the contents

of the operating agreement are accurate or that the operating agreement is valid.