1. (a) Except as provided by this section, the following provisions may not be waived or modified in the company agreement of a limited liability company:

   1. (1) this section;
   2. (2) Section 101.101, 101.151, 101.206, 101.501, or 101.502;
   3. (3) Chapter 1, if the provision is used to interpret a provision or define a word or phrase contained in a section listed in this subsection;
   4. (4) Chapter 2, except that Section 2.104(c)(2), 2.104(c)(3), or 2.113 may be waived or modified in the company agreement;
   5. (5) Chapter 3, except that Subchapters C and E may be waived or modified in the company agreement; or
   6. (6) Chapter 4, 5, 7, 10, 11, or 12, other than Section 11.056.
2. (b) A provision listed in Subsection (a) may be waived or modified in the company agreement if the provision that is waived or modified authorizes the limited liability company to waive or modify the provision in the company's governing documents.

3. (c) A provision listed in Subsection (a) may be modified in the company agreement if the provision that is modified specifies:

   1. (1) the person or group of persons entitled to approve a modification; or
   2. (2) the vote or other method by which a modification is required to be approved.
4. (d) A provision in this title or in that part of Title 1 applicable to a limited liability company that grants a right to a person, other than a member, manager, officer, or assignee of a membership interest in a limited liability company, may be waived or modified in the company agreement of the company only if the person consents to the waiver or modification.

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.

Acts 2007, 80th Leg., R.S., Ch. 688 (H.B. 1737), Sec. 97, eff. September 1, 2007.

Acts 2009, 81st Leg., R.S., Ch. 84 (S.B. 1442), Sec. 38, eff. September 1, 2009.