Wyo. Stat. § 17-29-110 (2026)

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;

          (iv)    Reserved;

          (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;

         (x)    Reserved; or

         (xi)   Reserved.