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House Journal: Page 1692: Tuesday, April 29, 1997

12   similar circumstances and to the same extent as a
13   shareholder of a corporation may be personally liable
14   for any debt, obligation, or liability of the
15   corporation, except that the failure to hold meetings
16   of members or managers or the failure to observe
17   formalities pertaining to the calling or conduct of
18   meetings shall not be considered a factor tending to
19   establish that the members have personal liability for
20   any debt, obligation, or liability of the limited
21   liability company.
22     3.  Nothing in this section shall be construed to
23   affect the liability of a member of a limited
24   liability company to third parties for the member's
25   participation in tortious conduct.
26     Sec. ___.  Section 490A.702, subsection 4, Code
27   1997, is amended by striking the subsection and
28   inserting in lieu thereof the following:
29     4.  Except as provided in subsection 4A, the
30   validity of an act of a limited liability company is
31   not challengeable on the ground that the limited
32   liability company lacks or lacked the power or
33   authority to act.
34     Sec. ___.  Section 490A.702, Code 1997, is amended
35   by adding the following new subsections:
36     NEW SUBSECTION.  4A.  A limited liability company's
37   power to act may be challenged in the following
38   proceedings:
39     a.  In an action by a member against the limited
40   liability company to enjoin an unauthorized act.
41     b.  In an action by the limited liability company
42   against an incumbent or former manager, employee, or
43   agent of the limited liability company, either
44   directly, derivatively, or through a receiver,
45   trustee, or other legal representative.
46     c.  By the attorney general under section
47   490A.1409.
48     NEW SUBSECTION.  4B.  In a member's proceeding
49   under subsection 4A, paragraph "a", to enjoin an
50   unauthorized act, the court may enjoin or set aside

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 1   the act if equitable and if all affected persons are
 2   parties to the proceeding.  The court may award
 3   damages, other than anticipated profits, for loss
 4   suffered by the limited liability company or another
 5   party as a result of the unauthorized act being
 6   enjoined.
 7     Sec. ___.  Section 490A.703, Code 1997, is amended
 8   by adding the following new subsection:
 9     NEW SUBSECTION.  2A.  a.  A written operating
10   agreement or other writing may provide for a person to
11   be admitted as a member of a limited liability

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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Last update: Tue May 6 09:40:03 CDT 1997
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