§428-603  Effect of a member's dissociation. (a)  Upon a member's dissociation from a limited liability company:

(1)  In an at-will company, the company shall causethe dissociated member's company interest to be purchased under part VII; and

(2)  In a company having a specified term:

(A)  If the company dissolves and winds up itsbusiness on or before the expiration of its specified term, part VIII appliesto determine the dissociated member's rights to distributions; and

(B)  If the company does not dissolve and windup its business on or before the expiration of its specified term, the companymust cause the dissociated member's distributional interest to be purchasedunder part VII on the date of the expiration of the term specified at the timeof the member's dissociation.

(b)  Upon a member's dissociation from alimited liability company:

(1)  The member's right to participate in themanagement and conduct of the company's business terminates, except as providedin section 428-803, and the member ceases to be a member and is treated thesame as a transferee;

(2)  The member's duty of loyalty under section 428‑409(b)(3)terminates; and

(3)  The member's duty of loyalty under section 428‑409(b)(1)and (2) and duty of care under section 428‑409(c) continue only withregard to matters arising and events occurring prior to the member'sdissociation, unless the member participates in winding up the company'sbusiness pursuant to section 428-803. [L 1996, c 92, pt of §1; am L 1999, c164, §6]