                                 CODE OF VIRGINIA

OPERATING AGREEMENT (§ 13.1-1023)

A. Authority.

   1. The members of a limited liability company may enter into any operating
   agreement to regulate or establish the affairs of the limited liability
   company, the conduct of its business and the relations of its members. A
   limited liability company is bound by its operating agreement whether or not
   the limited liability company executes the operating agreement. An operating
   agreement may contain any provisions regarding the affairs of a limited
   liability company and the conduct of its business to the extent that such
   provisions are not inconsistent with the laws of the Commonwealth or the
   articles of organization. An operating agreement may provide rights to any
   person, including a person who is not a party to the operating agreement, to
   the extent set forth in the operating agreement.

   2. If a limited liability company has only one member, an operating agreement
   shall be deemed to include:
   				a. Any writing signed by the member, without regard to whether the writing
   constitutes an agreement, that relates to the affairs of the limited liability
   company and the conduct of its business.
   				b. Any agreement, regardless of whether the agreement is in writing,
   between the member and the limited liability company, that relates to the
   affairs of the limited liability company and the conduct of its business,
   provided that the limited liability company has a manager that is a person
   other than the member.

B. Adoption and amendment.

   1. An operating agreement must initially be agreed to by all of the members.
   Unless the articles of organization or a written operating agreement
   specifically requires otherwise, an operating agreement need not be in
   writing.

   2. If the articles of organization or an operating agreement does not provide
   for the manner by which an operating agreement may be amended, then all of the
   members must agree to any amendment of an operating agreement.

   3. If the articles of organization or the operating agreement provide for the
   manner by which an operating agreement may be amended, including by requiring
   the approval of a person who is not a party to the operating agreement or
   requiring the satisfaction of conditions, an operating agreement may be
   amended only in that manner or as otherwise permitted by law; provided that
   (i) the approval of any person may be waived by that person and (ii) any
   conditions may be waived by all persons for whose benefit the conditions were
   intended.

C. Enforcement of operating agreement.

   1. A court of equity may enforce an operating agreement by injunction or by
   such other relief that the court in its discretion determines to be fair and
   appropriate in the circumstances.

   2. As an alternative to injunctive or other equitable relief, when the
   provisions of &#xA7; 13.1-1047 are applicable, the court may order dissolution
   of the limited liability company.

HISTORY: 1991, c. 168; 1993, c. 113; 1997, c. 190; 2005, c. 255; 2009, c. 763;
2012, c. 706.