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House Journal: Page 1693: Tuesday, April 29, 1997

12   company, or to become an assignee of a limited
13   liability company membership interest or other rights
14   or powers of a member, to the extent that either of
15   the following occurs:
16     (1)  If the person, or a representative authorized
17   by the person orally, in writing, or by other action
18   such as payment for a limited liability company
19   interest, executes the operating agreement or any
20   other writing evidencing the intent of such person to
21   become a member or assignee.
22     (2)  Without execution of the operating agreement
23   or similar writing, if the person or such authorized
24   representative of the person complies with the
25   conditions for becoming a member or assignee as set
26   forth in the operating agreement or any other writing
27   and requests orally, in writing, or by other action
28   such as payment for a limited liability company
29   interest, that the records of the limited liability
30   company reflect such admission or assignment.
31     b.  A written operating agreement or another
32   written agreement or writing is not unenforceable by
33   reason of its not having been signed by a person being
34   admitted as a member or becoming an assignee, or the
35   member's or assignee's representative, as provided in
36   paragraph "a".
37     Sec. ___.  NEW SECTION.  490A.704A  RESIGNATION OR
38   WITHDRAWAL OF MEMBER.
39     1.  a.  This section applies to a limited liability
40   company whose original articles of organization are
41   filed with the secretary of state on or after July 1,
42   1997.
43     b.  This section applies to a limited liability
44   company whose original articles of organization are
45   filed with the secretary of state and effective on or
46   prior to June 30, 1997, if such company's operating
47   agreement provides that it is subject to this section.
48     c.  If no provision is made in the operating
49   agreement, a limited liability company whose original
50   articles of organization were filed with the secretary

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 1   of state and effective on or prior to June 30, 1997,
 2   is subject to section 490A.704.
 3     2.  A member may resign or withdraw from a limited
 4   liability company only at the time or upon the
 5   happening of an event specified in an operating
 6   agreement and pursuant to the operating agreement.
 7     3.  Unless an operating agreement provides
 8   otherwise, a member may not resign or withdraw from a
 9   limited liability company prior to the dissolution and
10   winding up of the limited liability company.  However,
11   if the articles of organization or an operating

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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