{"data":{"id":"us-wy/wyo.-stat.-17-29-110","jurisdiction":"us-wy","citation":"Wyo. Stat. § 17-29-110","heading":"Operating agreement; scope, function and limitations.","body":"(a) Except as otherwise provided in subsections (b) and (c) of this section, the operating agreement governs all of the following:\n(i) Relations among the members as members and between the members and the limited liability company;\n(ii) The rights and duties under this chapter of a person in the capacity of manager;\n(iii) The activities of the company and the conduct of those activities;\n(iv) The means and conditions for amending the operating agreement;\n(v) Management rights and voting rights of members;\n(vi) Transferability of membership interests;\n(vii) Distributions to members prior to dissolution;\n(viii) All other aspects of the management of the limited liability company.\n(b) To the extent the operating agreement does not otherwise provide for a matter described in subsection (a) of this section, this chapter governs the matter.\n(c) An operating agreement shall not:\n(i) Vary a limited liability company's capacity under W.S. 17-29-105 to sue and be sued in its own name;\n(ii) Vary the law applicable under W.S 17-29-106;\n(iii) Vary the power of the court under W.S. 17-29-204;\n(iv) Reserved;\n(v) Eliminate the contractual obligation of good faith and fair dealing under W.S. 17-29-409(d);\n(vi) Unreasonably restrict the duties and rights stated in W.S. 17-29-410;\n(vii) Vary the power of a court to decree dissolution in the circumstances specified in W.S. 17-29-701(a)(iv) and (v);\n(viii) Vary the requirement to wind up a limited liability company's business as specified in W.S. 17-29-702(a) and (b)(i);\n(ix) Unreasonably restrict the right of a member to maintain an action under article 9 of this chapter;\n(x) Reserved; or\n(xi) Reserved.","path":["TITLE 17 - CORPORATIONS, PARTNERSHIPS AND ASSOCIATIONS","CHAPTER 29 - WYOMING LIMITED LIABILITY COMPANY ACT","ARTICLE 1 - GENERAL PROVISIONS"],"source_url":"https://wyoleg.gov/statutes/compress/title17.pdf","current_through":"2026 Budget Session; as of 2026-07-01","vintage":"","retrieved_at":"2026-09-04T00:16:32Z","sha256":"b650057f2b8f32f0d19ece41f2166260730fde0dec215a33ccad8c8e8e5c0b4e","source_id":"us-wy","stale":false,"prev":"us-wy/wyo.-stat.-17-29-109","next":"us-wy/wyo.-stat.-17-29-111"},"notice":"GroundRules: Original legal text. Not legal advice."}