304-C:103 Member Withdrawals. –
I. Unless the operating agreement provides otherwise, a member may withdraw from a limited liability company at any time by giving 30 days' written notice to the other members, or such other notice as is provided for in writing in the operating agreement.
II. If the member has the power to withdraw but the withdrawal is a breach of the operating agreement, or the withdrawal occurs in connection with otherwise wrongful conduct of the member, the limited liability company may recover from the withdrawing member damages for breach of the operating agreement or as a result of the wrongful conduct, which may include the reasonable costs of obtaining replacement of any services the withdrawn member was obligated to provide to the limited liability company.
III. The limited liability company may offset its damages under paragraph II against the amount otherwise distributable to the withdrawing member, in addition to pursuing any remedies provided for in the operating agreement or otherwise available under applicable law.
IV. Unless the operating agreement provides otherwise, in the case of a limited liability company for a definite term or particular undertaking, a withdrawal by a member before the expiration of the term or the accomplishment of the purpose is wrongful conduct for which the limited liability company may recover damages under the provisions of paragraph II.