(805 ILCS 180/35-50)
Member's power to dissociate; wrongful dissociation.
(a) A member of a member-managed company has the power to dissociate
from a company at
any time, rightfully or wrongfully, by express will under subdivision (1) of
Section 35-45. If an operating agreement does not specify in writing the
time or the events upon the happening of which a member of a manager-managed
company may dissociate, a member does not have the power, rightfully or
wrongfully, to dissociate from the company before the dissolution and winding
up of the company.
(b) The member's dissociation from a member-managed company is wrongful
only if it is in breach of an express provision of the agreement.
(c) A member who wrongfully dissociates from a member-managed company is
liable to the company and to the other members for damages caused by the
dissociation. The liability is in addition to any other obligation of the
member to the company or to the other members.
(d) If a member-managed company does not dissolve
and wind up its
business as a result of a member's wrongful dissociation under subsection (b)
of this Section,
damages sustained by the company for the wrongful dissociation must be offset
against distributions otherwise due the member after the dissociation.
(e) Unless otherwise provided in writing in an agreement, a company whose
original articles of organization were filed with the Secretary of State and
effective on or before January 1, 2001, shall continue to be governed by this
Section in effect immediately prior to January 1, 2001, and shall not be
governed by this Section.
(Source: P.A. 92-33, eff. 7-1-01.)