Oregon Statutes 63.431 – Operating agreement
(1) An operating agreement of a limited liability company may provide for the regulation and management of the affairs of the limited liability company in any manner not inconsistent with law or the articles of organization.
Terms Used In Oregon Statutes 63.431
- Articles of organization: means the document described in ORS § 63. See Oregon Statutes 63.001
- Manager: means a person, not necessarily a member, that the members of a manager-managed limited liability company designate to manage the limited liability company's business and affairs. See Oregon Statutes 63.001
- Member: means a person with both an ownership interest in a limited liability company and all the rights and obligations of a member specified under this chapter. See Oregon Statutes 63.001
- Operating agreement: means any valid agreement, written or oral, of the member or members as to the affairs of a limited liability company and the conduct of the limited liability company's business. See Oregon Statutes 63.001
(2) The power to adopt, alter, amend or repeal an operating agreement of a limited liability company shall be vested in the members of the limited liability company, or for a single member limited liability company, in the sole member of the limited liability company, unless otherwise vested in a manager or managers of the limited liability company by the articles of organization or any operating agreement.
(3) The members may amend or repeal any operating agreement even if the articles of organization or any operating agreement provide that a manager or managers may amend or repeal an operating agreement. [1993 c.173 § 70; 1997 c.646 § 8]