29-3601. Power to dissociate as member; wrongful dissociation
A. A person has the power to dissociate as a member at any time, rightfully or wrongfully, by withdrawing as a member by express will under section 29-3602, paragraph 1.
B. A person’s dissociation as a member is wrongful only if the dissociation either:
1. Is in breach of an express provision of the operating agreement.
2. Occurs before the completion of the winding up of the limited liability company and either:
(a) The person is expelled as a member by judicial order under section 29-3602, paragraph 5.
(b) The person is dissociated under section 29-3602, paragraph 7.
C. A person that wrongfully dissociates as a member is liable to the limited liability company and, subject to section 29-3807, to the other members for damages caused by the dissociation. The liability is in addition to any debt, obligation or other liability of the member to the company or the other members. The company may offset its damages against any amount otherwise distributable to the person.