2023 New York Laws › LLC - Limited Liability Company Law › Article 4 - Management by Members or Managers › 417 - Operating Agreement.

§  417.  Operating  agreement.  (a)  Subject to the provisions of this
chapter, the members of  a  limited  liability  company  shall  adopt  a
written   operating   agreement   that   contains   any  provisions  not
inconsistent with law or its articles of organization  relating  to  (i)
the  business  of the limited liability company, (ii) the conduct of its
affairs and  (iii)  the  rights,  powers,  preferences,  limitations  or
responsibilities  of  its members, managers, employees or agents, as the
case may be.
The operating agreement may  set  forth  a  provision  eliminating  or
limiting  the  personal  liability  of managers to the limited liability
company or its members for damages  for  any  breach  of  duty  in  such
capacity, provided that no such provision shall eliminate or limit:
(1)  the  liability  of  any  manager  if  a  judgment  or other final
adjudication adverse to him or her establishes that his or her  acts  or
omissions  were  in  bad  faith  or involved intentional misconduct or a
knowing violation of law or that he or she personally gained in  fact  a
financial  profit  or other advantage to which he or she was not legally
entitled  or  that  with  respect  to  a  distribution  the  subject  of
subdivision (a) of section five hundred eight of this chapter his or her
acts  were not performed in accordance with section four hundred nine of
this article; or
(2) the liability of any manager for any act or omission prior to  the
adoption of a provision authorized by this subdivision.
(b)  The  operating  agreement  of  a limited liability company may be
amended from time to time as provided therein; provided, however,  that,
except  as otherwise provided in the operating agreement or the articles
of organization, without the written consent of  each  member  adversely
affected thereby, (i) no amendment of the operating agreement or (ii) to
the extent any provision concerning (A) the obligations of any member to
make  contributions, (B) the allocation for tax purposes of any items of
income, gain, loss, deduction or credit, (C) the manner of computing the
distributions of any member or (D) the compromise of an obligation of  a
member   to  make  a  contribution  is  contained  in  the  articles  of
organization,  no  amendment  of  such  provision  in  the  articles  of
organization,  shall  be  made that (i) increases the obligations of any
member to  make  contributions,  (ii)  alters  the  allocation  for  tax
purposes  of any items of income, gain, loss, deduction or credit, (iii)
alters the manner of computing the distributions of any member  or  (iv)
allows  the  obligation  of  a  member  to  make  a  contribution  to be
compromised by consent of less than all the members.
(c) An operating agreement may be entered into before, at the time  of
or  within ninety days after the filing of the articles of organization.
Regardless of whether such agreement was entered  into  before,  at  the
time  of or after such filing, such agreement, may be effective upon the
formation of the limited liability company or at such later time or date
as provided in the operating  agreement;  provided,  however,  under  no
circumstances shall an operating agreement become effective prior to the
formation of such company.