§ 35-50 — Member's power to dissociate; wrongful dissociation

(a) A member of a member-managed company has the power to dissociate from a company at any time, rightfully or wrongfully, by express will under subdivision (1) of Section 35-45. If an operating agreement does not specify in writing the time or the events upon the happening of which a member of a manager-managed company may dissociate, a member does not have the power, rightfully or wrongfully, to dissociate from the company before the dissolution and winding up of the company. (b) The member's dissociation from a member-managed company is wrongful only if it is in breach of an express provision of the agreement. (c) A member who wrongfully dissociates from a member-managed company is liable to the company and to the other members for damages caused by the dissociation. The liability is in addition to any other obligation of the member to the company or to the other members. (d) If a member-managed company does not dissolve and wind up its business as a result of a member's wrongful dissociation under subsection (b) of this Section, damages sustained by the company for the wrongful dissociation must be offset against distributions otherwise due the member after the dissociation. (e) Unless otherwise provided in writing in an agreement, a company whose original articles of organization were filed with the Secretary of State and effective on or before January 1, 2001, shall continue to be governed by this Section in effect immediately prior to January 1, 2001, and shall not be governed by this Section.

Legislative History

(Source: P.A. 92-33, eff. 7-1-01.)