Section 17-29-110 - Operating agreement; scope, function and limitations(a) Except as otherwise provided in subsections (b) and (c) of this section, the operating agreement governs all of the following:(i) Relations among the members as members and between the members and the limited liability company;(ii) The rights and duties under this chapter of a person in the capacity of manager;(iii) The activities of the company and the conduct of those activities;(iv) The means and conditions for amending the operating agreement;(v) Management rights and voting rights of members;(vi) Transferability of membership interests;(vii) Distributions to members prior to dissolution;(viii) All other aspects of the management of the limited liability company.(b) To the extent the operating agreement does not otherwise provide for a matter described in subsection (a) of this section, this chapter governs the matter.(c) An operating agreement shall not: (i) Vary a limited liability company's capacity under W.S. 17-29-105 to sue and be sued in its own name;(ii) Vary the law applicable under W.S 17-29-106;(iii) Vary the power of the court under W.S. 17-29-204;(v) Eliminate the contractual obligation of good faith and fair dealing under W.S. 17-29-409(d);(vi) Unreasonably restrict the duties and rights stated in W.S. 17-29-410;(vii) Vary the power of a court to decree dissolution in the circumstances specified in W.S. 17-29-701(a)(iv) and (v);(viii) Vary the requirement to wind up a limited liability company's business as specified in W.S. 17-29-702(a) and (b)(i);(ix) Unreasonably restrict the right of a member to maintain an action under article 9 of this chapter;