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House Journal: Page 1696: Tuesday, April 29, 1997

12   in a limited liability company are available for any
13   class or group of members or membership interests in
14   connection with an amendment of an operating
15   agreement, a merger in which the limited liability
16   company is a constituent party to the merger, or the
17   sale of all or substantially all of the limited
18   liability company's assets.  The district court of the
19   county in which the limited liability company has its
20   principal place of business has jurisdiction to hear
21   and determine any matter relating to such appraisal
22   rights.
23     Sec. ___.  NEW SECTION.  490A.712  CESSATION OF
24   MEMBERSHIP.
25     A person ceases to be a member of a limited
26   liability company upon the occurrence of any of the
27   following events:
28     1.  The person withdraws or resigns from the
29   limited liability company.
30     2.  The person is removed as a member pursuant to
31   the operating agreement.
32     3.  Unless otherwise provided in the operating
33   agreement or with the consent of all other members,
34   the person does any of the following:
35     a.  Makes an assignment for the benefit of
36   creditors.
37     b.  Files a voluntary petition in bankruptcy.
38     c.  Is adjudged bankrupt or insolvent or has
39   entered against the person an order for relief in any
40   bankruptcy or insolvency proceeding.
41     d.  Files a petition or answer seeking for that
42   person any reorganization, arrangement, composition,
43   readjustment, liquidation, dissolution, or similar
44   relief under any statute or rule.
45     e.  Seeks, consents to, or acquiesces in the
46   appointment of a trustee, receiver, or liquidator for
47   the member or for all or any substantial part of the
48   member's properties.
49     f.  Files an answer or other pleading admitting or
50   failing to contest the material allegations of a

Page  16

 1   petition filed against the person in any proceeding
 2   described in this subsection.
 3     4.  Unless otherwise provided in the operating
 4   agreement, or with the consent of all other members,
 5   the continuation of any proceeding against the person
 6   seeking reorganization, arrangement, composition,
 7   readjustment, liquidation, dissolution, or similar
 8   relief under any statute or rule for one hundred
 9   twenty days after the commencement of such proceeding,
10   or the appointment of a trustee, receiver, or
11   liquidator for the member or for all or any

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/01600/01696.html
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