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House Journal: Page 1694: Tuesday, April 29, 1997

12   agreement do not specify the time or the events upon
13   the happening of which a member may resign or
14   withdraw, a member may resign or withdraw from the
15   limited liability company in the event any amendment
16   to the articles of organization or operating agreement
17   that is adopted over the member's written dissent
18   adversely affects the rights or preferences of the
19   dissenting member's membership interest in any of the
20   ways described in paragraphs "a" through "e".  A
21   resignation or withdrawal in the event of such dissent
22   and adverse effect is deemed to have occurred as of
23   the effective date of the amendment, if the member
24   gives notice to the limited liability company not more
25   than sixty days after the date of the amendment.  In
26   valuing the member's distribution pursuant to this
27   subsection, any depreciation in anticipation of the
28   amendment shall be excluded.  An amendment that does
29   any of the following is subject to this subsection:
30     a.  Alters or abolishes a member's right to receive
31   a distribution.
32     b.  Alters or abolishes a member's right to
33   voluntarily withdraw or resign.
34     c.  Alters or abolishes a member's right to vote on
35   any matter, except as the rights may be altered or
36   abolished through the acceptance of contributions or
37   the making of contribution agreements.
38     d.  Alters or abolishes a member's preemptive right
39   to make contributions.
40     e.  Establishes or changes the conditions for or
41   consequences of expulsion.
42     4.  A member withdrawing under this section is not
43   liable for damages for the breach of any agreement not
44   to withdraw.
45     5.  An operating agreement may provide that a
46   membership interest may be assigned prior to the
47   dissolution and winding up of the limited liability
48   company.
49     Sec. ___.  NEW SECTION.  490A.705A  CLASSES OF
50   MANAGERS AND VOTING.

Page  14

 1     1.  An operating agreement may provide for classes
 2   or groups of managers having such relative rights,
 3   powers, and duties as the operating agreement may
 4   provide, and may make provision for the future
 5   creation of additional classes or groups of managers
 6   having such relative rights, powers, and duties as may
 7   from time to time be established, including rights,
 8   powers, and duties senior to existing classes and
 9   groups of managers.  An operating agreement may
10   provide for taking action, including the amendment of
11   the operating agreement, without the vote or approval

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
URL: /DOCS/GA/77GA/Session.1/HJournal/01600/01694.html
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