Section 25.15.018 - Effect of limited liability company agreement-Nonwaivable provisions(1) Except as otherwise provided in subsections (2) and (3) of this section, the limited liability company agreement governs:(a) Relations among the members as members and between the members and the limited liability company; and(b) The rights and duties under this chapter of a person in the capacity of manager.(2) To the extent the limited liability company agreement does not otherwise provide for a matter described in subsection (1) of this section, this chapter governs the matter.(3) A limited liability company agreement may not:(a) Vary a limited liability company's power under RCW 25.15.031 to sue, be sued, and defend in its own name;(b) Vary the law applicable to a limited liability company under RCW 25.15.033;(c) Eliminate or limit the duties of a member or manager in a manner prohibited by RCW 25.15.038(6);(d) Eliminate or limit the liability of a member or manager in a manner prohibited by RCW 25.15.038(7);(e) Indemnify a member or manager in a manner prohibited by RCW 25.15.041;(f) Vary the requirements of RCW 25.15.086;(g) Vary the records required under RCW 25.15.136(1) or unreasonably restrict the right to records or information under RCW 25.15.136;(h) Vary the power of a manager to resign under RCW 25.15.176;(i) Vary the requirements of RCW 25.15.231;(j) Eliminate or limit the liability of a member, manager, or transferee under RCW 25.15.236;(k) Vary the power of a court to decree dissolution in the circumstances specified in RCW 25.15.274;(l) Vary the requirement to wind up the limited liability company's business as specified in RCW 25.15.297(1), (2), (4), and (5);(m) Unreasonably restrict the right to maintain an action under Article X of this chapter;(n) Restrict the right of a member that will have personal liability with respect to a surviving or converted organization to approve a merger or conversion under RCW 25.15.456; or(o) Restrict the rights under this chapter of a person other than a member, a transferee, or a manager.Added by 2015 c 188,§ 5, eff. 1/1/2016.