304-C:104 Judicial Removal of Member. –
I. An operating agreement may provide for the removal of a member by any method or procedure and for any reason.
II. Unless the operating agreement provides a method or procedure and standard for removal of a member, then, on application by any member to the superior court and after notice to the member sought to be removed under the provisions of paragraph IV:
(a) The court may remove a member by judicial order if (1) the member has breached a duty to the limited liability company; (2) the breach has caused material injury to the limited liability company; and (3) if the breach is capable of being remedied, the member has failed to remedy the breach within a reasonable time after receiving notice of it.
(b) The court may remove a member by judicial order if (1) the member has engaged in any other conduct that has caused material injury to the limited liability company; and (2) if the injury is capable of being remedied, the member has failed to remedy the injury within a reasonable time after receiving notice of the injury.
(c) The court may remove a member by judicial order if it is certain or reasonably likely that (1) the member will breach the member's duty to the limited liability company and the breach is certain or reasonably likely to cause material injury to the limited liability company; or (2) the member will engage in any other conduct that is certain or reasonably likely to cause material injury to the limited liability company.
(d) The court may remove a member by judicial order if the member has engaged, or is engaging, in conduct relating to the limited liability company's activities that make it not reasonably practicable to carry on the activities of the limited liability company with the person as a member.
III. In responding to an application under paragraph II, the court shall have discretion to provide relief to the applicant, the limited liability company, or the member sought to be removed other than the removal of the member sought to be removed, including the discretion to order a redemption or cross-purchase of all or any part of the membership rights of any member or members of the limited liability company on terms determined by the court.
IV. For purposes of this section, timely written notice shall mean a written notice given by the limited liability company or another member to the member sought to be removed. This notice shall state with specificity the duty breached, the member's actions or omissions, or threatened actions or omissions, as the case may be, given within a reasonable time after the limited liability company or other member first became aware, or reasonably should have become aware, of the breach, actions or omissions or threatened actions or omissions that constitute cause for removal of the member.