Vermont Statutes Title 11 Sec. 4082
Terms Used In Vermont Statutes Title 11 Sec. 4082
- Articles of organization: means initial, amended, and restated articles of organization and articles of merger. See
- Bankruptcy: Refers to statutes and judicial proceedings involving persons or businesses that cannot pay their debts and seek the assistance of the court in getting a fresh start. Under the protection of the bankruptcy court, debtors may discharge their debts, perhaps by paying a portion of each debt. Bankruptcy judges preside over these proceedings.
- Business: includes every trade, occupation, profession, and other lawful purpose, whether or not carried on for profit. See
- Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
- Dissociation: means a complete termination of a member's continued membership in a limited liability company for any reason. See
- Member: means a person that has become a member of a limited liability company under section 4051 of this title and has not dissociated under section 4081 of this title. See
- Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
- Operating agreement: means any form of description of membership rights and obligations under section 4003 of this title, stored or depicted in any tangible or electronic medium, which is agreed to by the members, including amendments to the agreement. See
- Person: shall include any natural person, corporation, municipality, the State of Vermont or any department, agency, or subdivision of the State, and any partnership, unincorporated association, or other legal entity. See
§ 4082. Member‘s power to dissociate; wrongful dissociation
(a) A person has the power to dissociate as a member from a limited liability company at any time, rightfully or wrongfully, by express will pursuant to subdivision 4081(1) of this title.
(b) A member’s dissociation from a limited liability company is wrongful only if the dissociation:
(1) is in breach of an express provision of the operating agreement or articles of organization; or
(2) occurs before the termination of the company and:
(A) the member withdraws as a member by express will;
(B) the member is expelled as a member by judicial determination under subdivision 4081(5) of this title;
(C) the member is dissociated under subdivision 4081(6)(A) of this title by becoming a debtor in bankruptcy; or
(D) in the case of a member who is not an individual, trust other than a business trust, or estate, the member is expelled or otherwise dissociated because it willfully dissolved or terminated its existence.
(c)(1) A person that wrongfully dissociates as a member from a limited liability company is liable to the company and, subject to section 4131 of this title, to the other members for damages caused by the dissociation.
(2) The liability is in addition to any other debt, obligation, or other liability of the member to the company or to the other members. (Added 2015, No. 17, § 2.)