Section 4-37-106 - Relation of operating agreement, this chapter, and the Uniform Limited Liability Company Act(a) 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: (1) the internal affairs of a protected series, including:(A) relations among any associated members of the protected series;(B) relations among the protected series and: (i) any associated member;(ii) the protected-series manager; or(iii) any protected-series transferee;(C) relations between any associated member and: (i) the protected-series manager: or(ii) any protected-series transferee;(D) the rights and duties of a protected-series manager;(E) governance decisions affecting the activities and affairs of the protected series and the conduct of those activities and affairs; and(F) procedures and conditions for becoming an associated member or protected-series transferee;(2) relations among the protected series, the company, and any other protected series of the company;(3) relations between: (A) the protected series, its protected-series manager, any associated member of the protected series, or any protected-series transferee of the protected series; and(B) a person in the person's capacity as: (i) a member of the company which is not an associated member of the protected series;(ii) a protected-series transferee or protected-series manager of another protected series; or(iii) a transferee of the company.(b) If the Uniform Limited Liability Company Act, § 4-38-101 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.(c) 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.(d) 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: (1) To the extent this chapter addresses the matter, this chapter governs.(2) To the extent this chapter does not address the matter, the Uniform Limited Liability Company Act, § 4-38-101 et seq., governs the matter in accordance with § 4-37-108.Amended by Act 2021, No. 1041,§ 7, eff. 7/28/2021.Added by Act 2019, No. 665,§ 1, eff. 7/24/2019.