Old 322B law: The operating agreement was the document that governed the company and the member control agreement (which was required to be in writing and signed by all members) controlled the relationship between members and the company.
New 322C law: Under the new law any agreement among the members is considered the operating agreement including verbal, written, and even implied by conduct to make up the whole governing agreement regardless of what it is labeled.
Issues to Consider: You may want to review your agreements, procedures, and policies for any conflicting actions to what you want for your operating agreement. Many statutory defaults may be modified by an agreement but you want to review your documents to ensure your practice reflects what you want in the operating agreement.
Ronan R. Blaschko, Bankruptcy Attorney primarily serves the Dakota County, Ramsey County, Hennepin County, Washington County and Scott County areas in Minnesota, including cities Saint Paul, West St. Paul, Inver Grove Heights, Eagan, Apple Valley, Burnsville, Cottage Grove, Mendota Heights, Minnetonka, Richfield, Edina, Eden Prairie, Bloomington, Golden Valley, New Hope, Plymouth, Maplewood, Oakdale, Stillwater, Lake Elmo, Roseville, Little Canada, Minneapolis, Woodbury and Afton in in Minnesota.