1. (a) A written operating agreement may do one

   1. (1) or more of the following:
   2. (1) Modify, increase, decrease, limit, or eliminate the duties (including fiduciary duties) or the liability of a member or manager for breach of the duties set forth in section 2(a) of this chapter.
   3. (2) Provide for indemnification of a member or manager for judgments, settlements, penalties, fines, or expenses incurred in a proceeding to which a person is a party because the person is or was a member or manager.

   4. (3) Provide for officers of a limited liability company that is:

      1. (A) managed by a manager or managers; or

      2. (B) managed by a member or members;

         by specifying the title, powers, duties, and term of office (either perpetual or for a specific term) for each officer and the means by which each officer is to be appointed, elected, or reelected, or by authorizing in the written operating agreement the authority of the manager or managers of a manager-managed limited liability company or the member or members of a member-managed limited liability company to otherwise establish officers and the titles, powers, duties, and terms of office of the officers.

   5. (4) Provide that one (1) or more persons who are not members or managers have the right to approve or disapprove any of one (1) or more specified actions with respect to the limited liability company, including:

      1. (A) voluntary dissolution;
      2. (B) merger; or
      3. (C) amending the written operating agreement.
2. (b) If a person who is not a member or manager is given the right to approve or disapprove specified actions as permitted by subsection (a)(4), the person does not have the general right to vote with the members or managers regarding any matters unless specifically provided otherwise in the written operating agreement.

As added by P.L.8-1993, SEC.301. Amended by P.L.40-2013, SEC.8; P.L.63-2014, SEC.32.