How New LLC Members Can Protect Themselves from Removal as Employees or Members: Operating Agreement Protections

When you join an LLC where you barely know the other members, you’re stepping into a business relationship that depends heavily on trust—yet trust is not a legal strategy. The Lengyel‑Fushimi v. Bellis saga (Kings County Supreme Court), which played out in the New York courts between 2021 and 2025, offers a cautionary tale and a roadmap for protecting yourself.

In the Lengyel‑Fushimi case, which consisted of three founders, all members with the LLC Operating Agreement clearly stating that the LLC would be member managed, two of the founders unilaterally re-wrote the Operating Agreement to remove the third founder (the plaintiff) as a manager and employee and relegate his membership to a lower class of ownership.

There's a lot of legal speak there, but all the reader needs to know is that (1) an LLC is made up of members; (2) the LLC can be run by either those members or people they designate as managers; and (3) if an LLC is run by members, it is called a member-managed LLC and if run by managers, it is called a manager-managed LLC.

In the case, the operating agreement made it clear that the LLC was run by the members, making it a member-managed LLC. And what the operating agreement said next (really what it didn't say) is how you can protect yourself. While the LLC's operating agreement had a provision allowing members to remove any manager, it didn't have any provision allowing members to remove a member-manager. And that saved the day. (Please note: this case was decided in the Second Department; the First Department may have a different understanding of absent provisions in an operating agreement.)

If you’re joining an LLC where you don’t know the other members well, assume nothing and protect everything. Use these rules:

1. Study and negotiate the operating agreement.

2. Ensure all amendments require your consent.

3. Protect your manager role explicitly.

4. Get a separate written employment agreement.

5. Clarify removal mechanisms.

6. Make your membership class and rights unchangeable without you.

The plaintiff in Lengyel‑Fushimi ultimately regained protections through the courts—but only because the operating agreement when it came to members (even if they were also managers) required unanimous consent for amendments. That single clause saved his membership and management rights. But you should not rely on a court rescuing you later. Instead, build protections into the contract from day one.