Section 1521 - Limited liability company agreement; scope, function and limitations1.Agreement governs. Except as otherwise provided in subsection 3 and section 1522, the limited liability company agreement governs relations among the members as members and between the members and the limited liability company. [2009, c. 629, Pt. A, §2(NEW); 2009, c. 629, Pt. A, §3(AFF).]
2.When agreement does not otherwise provide. To the extent the limited liability company agreement does not otherwise provide for a matter described in subsection 1, this chapter governs the matter. [2009, c. 629, Pt. A, §2(NEW); 2009, c. 629, Pt. A, §3(AFF).]
3.Expansion, restriction or elimination of duties. Except as provided in section 1611, a member's or other person's duties may be expanded, restricted or eliminated as provided in this subsection.A. To the extent that, at law or in equity, a member or other person has duties, including fiduciary duties, to the limited liability company or to another member or to another person that is a party to or is otherwise bound by a limited liability company agreement, the member's or other person's duties may be expanded or restricted or eliminated by provisions in a written limited liability company agreement; except that the implied contractual covenant of good faith and fair dealing may not be eliminated. [2009, c. 629, Pt. A, §2(NEW); 2009, c. 629, Pt. A, §3(AFF).]B. A written limited liability company agreement may provide for the limitation or elimination of any liabilities for breach of contract and breach of duties, including fiduciary duties, of a member or other person to a limited liability company or to another member or to another person that is a party to or is otherwise bound by a limited liability company agreement. [2009, c. 629, Pt. A, §2(NEW); 2009, c. 629, Pt. A, §3(AFF).] [2009, c. 629, Pt. A, §2(NEW); 2009, c. 629, Pt. A, §3(AFF).]
4.No liability for good faith reliance on agreement. Unless otherwise provided in a limited liability company agreement, a member or other person is not liable to a limited liability company or to another member or to another person that is a party to or is otherwise bound by a limited liability company agreement for breach of fiduciary duty for the member's or other person's good faith reliance on the provisions of the limited liability company agreement. [2009, c. 629, Pt. A, §2(NEW); 2009, c. 629, Pt. A, §3(AFF).]
2009, c. 629, Pt. A, §2 (NEW) . 2009, c. 629, Pt. A, §3 (AFF) .