A BILL TO BE ENTITLED
AN ACT to make a technical and clarifying change to the limited liability company act.
The General Assembly of North Carolina enacts:
SECTION 1.  G.S. 57D‑2‑30(b) reads as rewritten:
"(b)	The operating agreement may not do any of the following:
(1)	Supplant, vary, disclaim, or nullify the provisions of this Chapter or their application to the extent the provisions:
a.	Concern the functions of, including the filings and payments to be made, and the manner in which they are to be made by or to the Secretary of State, the Attorney General, the courts, or any other governmental official, agency, or authority, including Article 1 of this Chapter, G.S. 57D‑2‑21(a), 57D‑2‑22(a), 57D‑2‑23, 57D‑2‑24, 57D‑2‑40, 57D‑6‑02(1), 57D‑6‑03(a) through (c), 57D‑6‑04, 57D‑6‑05, 57D‑6‑06, the last sentence of G.S. 57D‑6‑07(c), 57D‑6‑09, and 57D‑10‑01; except, the operating agreement may provide the forum in which disputes concerning the LLC or the rights and duties of interest owners and other parties to the operating agreement are to be resolved.
b.	Apply to persons who are not parties to or otherwise bound by the operating agreement, including the extent to which G.S. 57D‑5‑03 may be applicable to such persons or for which they may be entitled to recovery or other relief thereunder, or the extent to which G.S. 57D‑1‑02, 57D‑6‑08(1), 57D‑6‑10, 57D‑6‑11, 57D‑6‑12, and 57D‑6‑13 are applicable to creditors or such persons.
c.	Are set forth in this section, G.S. 57D‑1‑01, 57D‑2‑01(d), 57D‑2‑02, 57D‑2‑03, 57D‑2‑20, 57D‑3‑23, 57D‑5‑01, 57D‑6‑01, clause (ii) of 57D‑6‑02(2), 57D‑6‑07(b) and (f), and, except as provided in sub‑sub‑subdivision 1. of this sub‑subdivision, all sections and subsections of Article 9 of this Chapter.
1.	Subject to the limitations set forth in sub‑subdivisions a. and b. of this subdivision, an operating agreement may supplant, vary, disclaim, or nullify the provisions of G.S. 57D‑9‑21(b), (c), and (e), 57D‑9‑22(b), 57D‑9‑23(b), 57D‑9‑31(b) through (e), 57D‑9‑41(b), (d), and (f), and 57D‑9‑42(b).
(2)	Diminish the rights and protections of the LLC under G.S. 57D‑4‑05 and G.S. 57D‑4‑06.
(3)	Diminish the rights and protections of members under G.S. 57D‑3‑04(a), except as permitted by and otherwise subject to subsections (b) through (f) of G.S. 57D‑3‑04.
(4)	Eliminate the right of a member to bring a derivative action under Article 8 of this Chapter unless the operating agreement provides an alternative remedy, which may include the right to bring a direct action in lieu of a derivative action or modifying the procedures provided in Article 8 of this Chapter governing derivative actions.
(5)	Eliminate the right of a member to bring an action to have the LLC judicially dissolved under clause (i) in G.S. 57D‑6‑02(2), unless the operating agreement provides an alternative remedy.
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SECTION 2.  This act is effective when it becomes law.