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time before or after the filing of the Articles of Organization, and the Operating Agreement takes
effect on the date of formation or the date specified in the Operating Agreement.

An LLC may be member-managed or manager-managed. In a member-managed LLC, unless
otherwise provided in the Articles of Organization or Operating Agreement, management shall
be vested in the members or elected managing members in proportion to the then-current
percentage or other interest of members in the profits of the LLC, and the decision of a
majority-in-interest of the members or elected managing members shall be controlling. In a
manager-managed LLC, unless otherwise provided in its Articles of Organization or Operating
Agreement, each manager has equal rights in the management and conduct of the LLC’s
business, and any matter relating to the business of the LLC may be exclusively decided by the
manager or, if there is more than one manager, by a majority. A manager must be designated,
appointed, elected, removed or replaced by a vote, approval, or consent of the majority-in-
interest of the members; and will hold office until a successor has been elected and qualified,
unless said manager resigns or is removed.

The FRLLCA is a “default statute”. That is, except for the non-waivable provisions set forth
above, to the extent that an Operating Agreement does not govern a particular matter, the
FRLLCA will be deemed to control.

The Operating Agreement may not:

a. Vary a limited liability company’s capacity to sue or be sued in its own name.

b. Vary the applicable law (Florida law is always applicable to Florida limited
liability companies).

c. Vary the requirement, procedure, or other provision of the FRLLCA pertaining
to:

1. Registered agents; or

2. The Department, including provisions pertaining to records authorized
or required to be delivered to the Department of State for filing under
the FRLLCA;

d. Vary the provisions of the FRLLCA relating to judicial orders.

e. Eliminate the duty of loyalty or the duty of care (except that it may alter where
not manifestly unreasonable or where willful or intentional misconduct are not
authorized).

f. Eliminate the obligation of good faith or fair dealing.

g. Unreasonably restrict the right of members to information.

h. Vary the power of a person to dissociate.
i. Vary the grounds for dissolution.

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