§ 417. Operating agreement. (a) Subject to the provisions of this
chapter, the members of a limited liability company shall adopt a
written operating agreement that contains any provisions not
inconsistent with law or its articles of organization relating to (i)
the business of the limited liability company, (ii) the conduct of its
affairs and (iii) the rights, powers, preferences, limitations or
responsibilities of its members, managers, employees or agents, as the
case may be.

The operating agreement may set forth a provision eliminating or
limiting the personal liability of managers to the limited liability
company or its members for damages for any breach of duty in such
capacity, provided that no such provision shall eliminate or limit:

(1) the liability of any manager if a judgment or other final
adjudication adverse to him or her establishes that his or her acts or
omissions were in bad faith or involved intentional misconduct or a
knowing violation of law or that he or she personally gained in fact a
financial profit or other advantage to which he or she was not legally
entitled or that with respect to a distribution the subject of
subdivision (a) of section five hundred eight of this chapter his or her
acts were not performed in accordance with section four hundred nine of
this article; or

(2) the liability of any manager for any act or omission prior to the
adoption of a provision authorized by this subdivision.

(b) The operating agreement of a limited liability company may be
amended from time to time as provided therein; provided, however, that,
except as otherwise provided in the operating agreement or the articles
of organization, without the written consent of each member adversely
affected thereby, (i) no amendment of the operating agreement or (ii) to
the extent any provision concerning (A) the obligations of any member to
make contributions, (B) the allocation for tax purposes of any items of
income, gain, loss, deduction or credit, (C) the manner of computing the
distributions of any member or (D) the compromise of an obligation of a
member to make a contribution is contained in the articles of
organization, no amendment of such provision in the articles of
organization, shall be made that (i) increases the obligations of any
member to make contributions, (ii) alters the allocation for tax
purposes of any items of income, gain, loss, deduction or credit, (iii)
alters the manner of computing the distributions of any member or (iv)
allows the obligation of a member to make a contribution to be
compromised by consent of less than all the members.

(c) An operating agreement may be entered into before, at the time of
or within ninety days after the filing of the articles of organization.
Regardless of whether such agreement was entered into before, at the
time of or after such filing, such agreement, may be effective upon the
formation of the limited liability company or at such later time or date
as provided in the operating agreement; provided, however, under no
circumstances shall an operating agreement become effective prior to the
formation of such company.