Hi Everyone
Can we make exception for one member LLC for not having an Operating Agreement?

There are few States that require operating agreements for any LLCs. It would depend on your State law.

Even though the State may not require it, if they had one we always wanted a copy to review the scope of authority of the managers and members and structure of the LLC.

Always ask "the why." Why do you want an operating agreement for the LLC. What does it include that you need to have? Is there something else that could take its place? Are there risks in having a copy of the operating agreement and if so, what are the risks?

Answer these questions then you will have understanding.

By reviewing operating agreements, I have been able to require customers to make corrections that bring them into compliance with state law or act in compliance with their own document.

Your acting as their legal council and that is not wise. If you are using it to make certain that the operating agreement complies with your loan agreement, that may be OK. If you are using it to determine who can sign to obligate the organization, a resolution of members is better. Once you are privy to the specifics in an operating agreement you become responsible for that information as it regards your loan.

I consider it part of our due diligence to determine how the company is structured and functions. Quite often that information is best stated in the OA.

Is a resolution any good if the information in it contradicts the OA? For example, if the OA names a Chief Manager and gives that person all the authority for signing documents and the resolution names a managing member, which is correct?

I recently rejected an attorney prepared consent form because they had used an incorrect title for the designated signer and failed to have the members sign the document. I can't and don't assume that just because an attorney prepared it, the form is correct. I verify it. Too often the attorneys prepare useless paper. When called on their errors, they will acknowledge and correct them. But by then, we are calling the customer back in for signatures and causing delays.

The way you change an operating agreement is by a resolution of its members.

The common way for OAs to be changed here, locally, is by amendment or creating an "Amended and Restated Operating Agreement". I generally encourage them to take the A & R route.

"If you are using it to make certain that the operating agreement complies with your loan agreement, that may be OK." This was one of the main reasons we wanted it.