North Dakota Code 10-32.1-15 – Operating agreement – Effect on third parties and relationship to records effective on behalf of a limited liability company
1. An operating agreement may specify that its amendment requires the approval of a person that is not a party to the operating agreement or the satisfaction of a condition.
Terms Used In North Dakota Code 10-32.1-15
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
- Person: means an individual, organization, government, political subdivision, or government agency or instrumentality. See North Dakota Code 1-01-49
- State: when applied to the different parts of the United States, includes the District of Columbia and the territories. See North Dakota Code 1-01-49
An amendment is ineffective if its adoption does not include the required approval or satisfy the specified condition.
2. The obligations of a limited liability company and its members to a person in the capacity of the person as a transferee or dissociated member are governed by the operating agreement. Subject only to any court order issued under section 10-32.1-45, to effectuate a charging order, an amendment to the operating agreement made after a person becomes a transferee or dissociated member is effective with regard to any debt, obligation, or other liability of the limited liability company or its members to the person in the capacity of the person as a transferee or dissociated member.
3. If a record that has been delivered by a limited liability company to the secretary of state for filing has become effective under this chapter and contains a provision that would be ineffective under subsection 3 of section 10-32.1-13, if contained in the operating agreement, then the provision is likewise ineffective in the record.
4. Subject to subsection 3, if a record that has been delivered by a limited liability company to the secretary of state for filing has become effective under this chapter and conflicts with a provision of the operating agreement, then:
a. The operating agreement prevails as to members, dissociated members, transferees, managers, and governors; and
b. The record prevails as to other persons to the extent they reasonably rely on the record.