§428-203  Articles of organization.  (a)  Articles of organization of a limited liability company shall set forth:

     (1)  The name of the company;

     (2)  The mailing address of the company's initial principal office and the information required by section 425R-4(a);

     (3)  The name and address of each organizer;

     (4)  Whether the duration of the company is for a specified term and, if so, the period specified;

     (5)  Whether the company is to be manager-managed, and:

          (A)  If so, the name and address of each initial manager, and the number of initial members; or

          (B)  If not, the name and address of each initial member; and

     (6)  Whether the members of the company are to be liable for its debts and obligations under section 428-303(c).

     (b)  Articles of organization of a limited liability company may set forth:

     (1)  Provisions permitted to be set forth in an operating agreement; or

     (2)  Other matters not inconsistent with law.

     (c)  Articles of organization of a limited liability company may not vary the nonwaivable provisions of section 428-103(b).  As to all other matters, if any provision of an operating agreement is inconsistent with the articles of organization:

     (1)  The operating agreement controls as to managers, members, and members' transferees; and

     (2)  The articles of organization control as to persons other than managers, members, and their transferees who rely on the articles to their detriment.

     (d)  The duration of a limited liability company is at-will unless a term for its duration is specified in its articles of organization. [L 1996, c 92, pt of §1; am L 2000, c 219, §70; am L 2002, c 130, §104; am L 2009, c 55, §55]