183.0104(3m)(3m) The operating agreement may require, consistent with applicable jurisdictional requirements, that any or all claims involving the governing law applicable under sub. (1) shall be brought solely and exclusively in the courts of this state. 183.0104 HistoryHistory: 2021 a. 258. 183.0105183.0105 Operating agreement; scope, function, and limitations. 183.0105(1)(1) Except as otherwise provided in subs. (3) and (4), the operating agreement governs all of the following: 183.0105(1)(a)(a) Relations among the members as members and between the members and the limited liability company. 183.0105(1)(b)(b) The rights and duties under this chapter of a person in the capacity of manager. 183.0105(1)(c)(c) The activities and affairs of the company and the conduct of those activities and affairs. 183.0105(1)(d)(d) The means and conditions for amending the operating agreement. 183.0105(1)(e)(e) Mergers, interest exchanges, conversions, and domestications under subch. X. 183.0105(2)(2) To the extent the operating agreement does not provide for a matter described in sub. (1), this chapter governs the matter. 183.0105(3)(3) An operating agreement may not do any of the following: 183.0105(3)(b)(b) Vary a limited liability company’s capacity under s. 183.0109 to sue and be sued in its own name. 183.0105(3)(c)(c) Vary any requirement, procedure, or other provision of this chapter pertaining to any of the following: 183.0105(3)(c)2.2. The department, including provisions pertaining to records authorized or required to be delivered to the department for filing under this chapter. 183.0105(3)(e)(e) Alter or eliminate, or restrict the remedies for breach of, the duty of loyalty or the duty of care, except as otherwise provided in sub. (4). 183.0105(3)(f)(f) Eliminate, or restrict remedies for the breach of, the contractual obligation of good faith and fair dealing under s. 183.0409 (4), but a written operating agreement may prescribe the standards, if not manifestly unreasonable, by which the performance of the obligation is to be measured. 183.0105(3)(g)(g) Relieve or exonerate a person from liability for conduct that constitutes any of the following: 183.0105(3)(g)1.1. A willful failure to deal fairly with the company or its members in connection with a matter in which the person has a material conflict of interest. 183.0105(3)(g)2.2. A violation of the criminal law, unless the person had reasonable cause to believe that the person’s conduct was lawful or no reasonable cause to believe that the person’s conduct was unlawful. 183.0105(3)(g)3.3. A transaction from which the person derived an improper personal profit. 183.0105(3)(h)(h) Vary the information required under s. 183.01075 or unreasonably restrict the duties and rights under s. 183.0410, but the operating agreement may impose reasonable restrictions on the availability and use of information obtained under that section and may define appropriate remedies, including liquidated damages and security for liquidated damages, for a breach of any reasonable restriction on use. 183.0105(3)(k)(k) Unreasonably restrict the right of a member to maintain an action under subch. VIII.