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House Journal: Page 1688: Tuesday, April 29, 1997

12   under an agreement or other applicable law for the
13   amount of a distribution.
14     9.  Unless otherwise provided in the operating
15   agreement, a member shall cease to be associated with
16   a series and to have the power to exercise any rights
17   or powers of a member with respect to such series upon
18   the assignment of all of the member's membership
19   interest with respect to such series.  Except as
20   otherwise provided in an operating agreement, an event
21   under this chapter or identified in an operating
22   agreement that causes a member to cease to be
23   associated with a series, by itself, shall not cause
24   such member to cease to be associated with any other
25   series or terminate the continued membership of a
26   member in the limited liability company.
27     10.  Subject to section 490A.1301, except to the
28   extent otherwise provided in the operating agreement,
29   a series may be terminated and its affairs wound up
30   without causing the dissolution of the limited
31   liability company.  The termination of a series
32   established pursuant to subsection 1 shall not affect
33   the limitation on liabilities of such series provided
34   by subsection 2.  A series is terminated and its
35   affairs shall be wound up upon the dissolution of the
36   limited liability company under section 490A.1301 or
37   otherwise upon the first to occur of the following:
38     a.  At the time specified in the operating
39   agreement.
40     b.  Upon the happening of events specified in the
41   operating agreement.
42     c.  Unless otherwise provided in the operating
43   agreement, upon the written consent of all members
44   associated with such series.
45     d.  The termination of such series under subsection
46   10.
47     11.  Notwithstanding section 490A.1303, unless
48   otherwise provided in the operating agreement, any of
49   the following persons may wind up the affairs of the
50   series:

Page   8

 1     a.  A manager associated with a series who has not
 2   wrongfully terminated the series.
 3     b.  If there is no manager of a series, the members
 4   associated with the series or a person approved by the
 5   members associated with the series.
 6     c.  If there is more than one class or group of
 7   members associated with the series, then by each class
 8   or group of members associated with the series, in
 9   either case, by members who own more than fifty
10   percent of the then-current percentage or other
11   interest in the profits of the series owned by all of

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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URL: /DOCS/GA/77GA/Session.1/HJournal/01600/01688.html
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