                                 CODE OF VIRGINIA

RELATION OF OPERATING AGREEMENT, THIS ARTICLE, AND THE OTHER ARTICLES OF THIS
CHAPTER (§ 13.1-1092)

A. Except as otherwise provided in this section and subject to §§ 13.1-1093
and 13.1-1094, the operating agreement of a series limited liability company
governs:

   1. The internal affairs of a protected series, including:
   				a. Relations among any associated members of the protected series;
   				b. Relations among the protected series and (i) any associated member of
   the protected series, (ii) any protected series manager, and (iii) any
   protected series assignee;
   				c. Relations between any associated member and (i) any protected series
   manager or (ii) any protected series assignee;
   				d. The rights and duties of a protected series manager;
   				e. Governance decisions affecting the activities and affairs of the
   protected series and the conduct of those activities and affairs; and
   				f. Procedures and conditions for becoming an associated member or
   protected series assignee;

   2. The relations among the protected series of a series limited liability
   company, the series limited liability company, and any other protected series
   of the series limited liability company; and

   3. Relations between:
   				a. The protected series, its protected series manager, any associated
   member of the protected series, or any protected series assignee of the
   protected series; and
   				b. A person in the person&#8217;s capacity as:

      1. A member of the series limited liability company who is not an associated
      member of the protected series;

      2. A protected series assignee or protected series manager of another
      protected series; or

      3. An assignee of the series limited liability company.

B. If the provisions of this chapter other than in this article restrict the
power of an operating agreement to affect a matter, the restriction applies to a
matter under this article according to the rules stated in &#xA7; 13.1-1094.

C. If the law of the Commonwealth other than this article contains a
prohibition, limitation, requirement, condition, or other constraint pertaining
to a limited liability company, a member, a manager, or other agent of the
limited liability company, or an assignee of the limited liability company,
except as otherwise provided in the law of the Commonwealth other than this
article, the restriction applies according to the rules stated in &#xA7;
13.1-1094.

D. Except as otherwise provided in § 13.1-1093, if the operating agreement of a
series limited liability company does not provide for a matter described in
subsection A in a manner permitted by this article, the matter is determined in
accordance with the following rules:

   1. To the extent that this article addresses the matter, this article governs;
   and

   2. To the extent that this article does not address the matter, the provisions
   of this chapter other than in this article govern the matter according to the
   rules stated in &#xA7; 13.1-1094.

HISTORY: 2019, c. 636.