Arkansas Code
Subchapter 1 - General Provisions
§ 4-37-106. Relation of operating agreement, this chapter, and the Small Business Entity Tax Pass Through Act

(a) Except as otherwise provided in this section and subject to § 4-37-107 and § 4-37-108, the operating agreement of a series limited liability company governs:
(1) the internal affairs of a protected series, including:
(A) relations among any associated members of the protected series;
(B) relations among the protected series and:
(i) any associated member;
(ii) the protected-series manager; or
(iii) any protected-series transferee;

(C) relations between any associated member and:
(i) the protected-series manager: or
(ii) any protected-series transferee;

(D) the rights and duties of a protected-series manager;
(E) governance decisions affecting the activities and affairs of the protected series and the conduct of those activities and affairs; and
(F) procedures and conditions for becoming an associated member or protected-series transferee;

(2) relations among the protected series, the company, and any other protected series of the company;
(3) relations between:
(A) the protected series, its protected-series manager, any associated member of the protected series, or any protected-series transferee of the protected series; and
(B) a person in the person's capacity as:
(i) a member of the company which is not an associated member of the protected series;
(ii) a protected-series transferee or protected-series manager of another protected series; or
(iii) a transferee of the company.

(b) If the Small Business Entity Tax Pass Through Act, § 4-32-101 et seq., restricts the power of an operating agreement to affect a matter, the restriction applies to a matter under this chapter in accordance with § 4-37-108.
(c) If law of this state other than this chapter imposes a prohibition, limitation, requirement, condition, obligation, liability, or other restriction on a limited liability company, a member, manager, or other agent of the company, or a transferee of the company, except as otherwise provided in law of this state other than this chapter, the restriction applies in accordance with § 4-37-108.
(d) Except as otherwise provided in § 4-37-107, if the operating agreement of a series limited liability company does not provide for a matter described in subsection (a) in a manner permitted by this chapter, the matter is determined in accordance with the following rules:
(1) To the extent this chapter addresses the matter, this chapter governs.
(2) To the extent this chapter does not address the matter, the Small Business Entity Tax Pass Through Act, § 4-32-101 et seq., governs the matter in accordance with § 4-37-108.