(805 ILCS 180/15-5)
Sec. 15-5. Operating agreement.
(a) All members of a limited liability company may enter into an operating agreement to regulate the affairs of the company and the conduct of its business and to govern relations among the members, managers, and company. To the extent the operating agreement does not otherwise provide, this Act governs relations among the members, managers, and company. Except as provided in subsection (b) of this Section, an operating agreement may modify any provision or provisions of this Act governing relations among the members, managers, and company.
(b) The operating agreement may not:
(1) unreasonably restrict a right to information or
access to records under Section 10-15;
(2) vary the right to expel a member in an event
specified in subdivision (6) of Section 35-45;
(3) vary the requirement to wind up the limited
liability company's business in a case specified in subdivisions (3) or (4) of Section 35-1;
(4) restrict rights of a person, other than a
manager, member, and transferee of a member's distributional interest, under this Act;
(5) restrict the power of a member to dissociate
under Section 35-50, although an operating agreement may determine whether a dissociation is wrongful under Section 35-50, and it may eliminate or vary the obligation of the limited liability company to purchase the dissociated member's distributional interest under Section 35-60;
(6) eliminate or reduce a member's fiduciary duties,
but may;
(A) identify specific types or categories of
activities that do not violate these duties, if not manifestly unreasonable; and
(B) specify the number or percentage of members
or disinterested managers that may authorize or ratify, after full disclosure of all materials facts, a specific act or transaction that otherwise would violate these duties;
(6.5) eliminate or reduce the obligations or purposes
a low-profit limited liability company undertakes when organized under Section 1-26; or
(7) eliminate or reduce the obligation of good faith
and fair dealing under subsection (d) of Section 15-3, but the operating agreement may determine the standards by which the performance of the obligation is to be measured, if the standards are not manifestly unreasonable.
(c) In a limited liability company with only one member, the operating agreement includes any of the following:
(1) Any writing, without regard to whether the
writing otherwise constitutes an agreement, as to the company's affairs signed by the sole member.
(2) Any written agreement between the member and the
company as to the company's affairs.
(3) Any agreement, which need not be in writing,
between the member and the company as to a company's affairs, provided that the company is managed by a manager who is a person other than the member.
(Source: P.A. 96-126, eff. 1-1-10.)
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Last modified: February 18, 2015