Like Great Britain, a Limited Liability Company May Have an Unwritten Constitution

Almost 20 years ago, while on an ABA-ULC project, I made the acquaintance of a leading practitioner in the field. Although today he is as skilled and adept with limited liability companies as with corporations, he was then first entering the world of unincorporated business organizations. His reaction upon first hearing that an operating agreement may be oral was memorable. He was incredulous.From a corporate perspective, his reaction made sense. Who, for example, has ever heard of oral by-laws? Generally, however, LLC law follows partnership law as to the governance of internal affairs, and the law of general partnerships has always accepted oral partnership agreements