(b) The operating agreement may not:
(1) Unreasonably restrict a right to information or access to records under section 4-408;
(2) Eliminate the duty of loyalty under section 4-409(b) or 6-603(b)(3), but the agreement may:
(i) Identify specific types or categories of activities that do not violate the duty of loyalty, if not manifestly unreasonable; and
(ii) Specify the number or percentage of members or disinterested managers that may authorize or ratify, after full disclosure of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty;
(3) Unreasonably reduce the duty of care under section 4-409(c) or 6-603(b)(3);
(4) Eliminate the obligation of good faith and fair dealingunder section 4-409(d), 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;
(5) Vary the right to expel a member in an event specified in section 6-601(6);
(6) Vary the requirement to wind up the limited liability company's business in a case specified in section 8-801(b)(4) or (b)(5); or
(7) Restrict rights of a person, other than a manager, member and transferee of a member's distributional interest, under this chapter.
Note: WV Code updated with legislation passed through the 2013 1st Special Session
The WV Code Online is an unofficial copy of the annotated WV Code, provided as a convenience. It has NOT been edited for publication, and is not in any way official or authoritative.