Section 2012.2 - OPERATING AGREEMENT OF LLCA. The operating agreement of the limited liability company governs generally: 1. Relations among the members as members and between the members and the limited liability company;2. The rights and duties under the Oklahoma Limited Liability Company Act of a person in the capacity of manager;3. The activities of the company and the conduct of those activities; and4. The means and conditions for amending the operating agreement. If the operating agreement does not otherwise provide, the Oklahoma Limited Liability Company Act governs the matter. The operating agreement may not vary the rights, privileges, duties and obligations imposed specifically under the Oklahoma Limited Liability Company Act.
B. A limited liability company, including any protected series or registered series thereof, is bound by its operating agreement regardless of whether it executes the operating agreement. A member or manager of a limited liability company, or any protected series or registered series thereof, or an assignee of a capital interest is bound by the operating agreement regardless of whether the member, manager or assignee executes the operating agreement.C. An operating agreement of a limited liability company having only one member is not unenforceable because there is only one person who is a party to the operating agreement.D. The obligations of a limited liability company and its members to an assignee or dissociated member are governed by the operating agreement. Subject only to any court order to effectuate a charging order, an amendment to the operating agreement made after a person becomes an assignee or dissociated member is effective with regard to any debt, obligation, or other liability of the limited liability company or its members to the assignee or dissociated member.E. If an operating agreement does not provide for the manner in which it may be amended, the operating agreement may be amended with the approval of members holding a majority of the membership interest entitled to vote.Okla. Stat. tit. 18, § 2012.2
Amended by Laws 2024 , c. 121, s. 9, eff. 11/1/2024.Amended by Laws 2017 , c. 323, s. 39, eff. 11/1/2017.Added by Laws 2008 , SB 1043, c. 253, § 24(effective date amended to January 1, 2010, by Laws 2008 , SB 1708, c. 382, § 315; Laws 2008, SB 1708, c. 382 held unconstitutional and void by Weddington v. Henry, 2008 OK 102, 202 P.3d 143).