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House Journal: Page 1687: Tuesday, April 29, 1997

12   forth in the operating agreement.  A series may have
13   more than one manager.  A manager shall cease to be a
14   manager with respect to a series as provided in the
15   operating agreement.  Except as otherwise provided in
16   the operating agreement, an event under this chapter
17   or identified in an operating agreement that causes a
18   manager to cease to be a manager with respect to a
19   series, by itself, shall not cause the manager to
20   cease to be a manager of the limited liability company
21   or with respect to any other series of the limited
22   liability company.
23     7.  Notwithstanding any other provision of this
24   chapter, except subsections 8 and 11 and unless
25   otherwise provided in an operating agreement, at the
26   time a member associated with a series that has been
27   established pursuant to subsection 1 becomes entitled
28   to receive a distribution with respect to such series,
29   the member has the status of, and is entitled to, all
30   remedies available to a creditor of the series with
31   respect to the distribution.  An operating agreement
32   may provide for the establishment of a record date
33   with respect to allocations and distributions with
34   respect to a series.
35     8.  Notwithstanding any other provision of this
36   chapter, a limited liability company may make a
37   distribution with respect to a series that has been
38   established pursuant to subsection 1.  However, a
39   limited liability company shall not make a
40   distribution with respect to a series that has been
41   established pursuant to subsection 1 to the extent
42   that at the time of the distribution, after giving
43   effect to the distribution, all liabilities of such
44   series, other than liabilities to members on account
45   of their membership interests with respect to such
46   series and liabilities for which the recourse of
47   creditors is limited to specified property of such
48   series, exceed the fair value of the assets associated
49   with such series.  However, the fair value of an asset
50   of the series that is subject to a liability for which

Page   7

 1   the recourse of creditors is limited shall be included
 2   in the assets associated with such series only to the
 3   extent that the fair value of that asset exceeds that
 4   liability.  A member who receives a distribution in
 5   violation of this subsection, and who knew at the time
 6   of the distribution that the distribution violated
 7   this subsection, is liable for the amount of the
 8   distribution.  Subject to section 490A.807, which
 9   applies to any distribution made with respect to a
10   series under this subsection, this subsection shall
11   not affect any obligation or liability of a member

Iowa General Assembly

Index: House Journal (77th General Assembly: Session 1)

© 1997 Cornell College and League of Women Voters of Iowa

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