48-3a-114. Operating agreement -- Effect on third parties and relationship to records effective on behalf of 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. 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 person's capacity as a transferee or a person dissociated as a member are governed by the operating agreement. Subject only to a court order issued under Subsectionto effectuate a charging order, an amendment to the operating agreement made after a person becomes a transferee or is dissociated as a member: 48-3a-503(2)(b) is effective with regard to any debt, obligation, or other liability of the limited liability company or its members to the person in the person's capacity as a transferee or person dissociated as a member; and is not effective to the extent the amendment imposes a new debt, obligation, or other liability on the transferee or person dissociated as a member.
(3) If a record delivered by a limited liability company to the division for filing becomes effective and contains a provision that would be ineffective under Subsectionorif contained in the operating agreement, the provision is ineffective in the record. 48-3a-112(3) (4)(c)
(4) Subject to Subsection, if a record delivered by a limited liability company to the division for filing becomes effective and conflicts with a provision of the operating agreement: (3) the operating agreement prevails as to members, persons dissociated as members, transferees, and managers; and the record prevails as to other persons to the extent they reasonably rely on the record.