Section 604. Rights of assignee to become a member  


Latest version.
  • (a) Except as provided
      in the operating agreement, an assignee of a membership interest may not
      become a member without the vote  or  written  consent  of  at  least  a
      majority  in interest of the members, other than the member who assigned
      or proposes to assign such membership interest.
        (b) An assignee who has become a member has, to the  extent  assigned,
      the  rights,  powers,  preferences and limitations and is subject to the
      restrictions  and  liabilities,  of  a  member  under  the  articles  of
      organization,  the operating agreement and this chapter. Notwithstanding
      the foregoing, unless otherwise provided in the operating agreement,  an
      assignee  who  becomes  a member is liable for the obligations of his or
      her assignor to make contributions as provided in section  five  hundred
      two  of this chapter, but shall not be liable for the obligations of his
      or her assignor under sections six hundred six and five hundred eight of
      this  chapter.  However,  the  assignee  is  not   obligated   for   (i)
      liabilities,  including  the  obligations of his or her assignor to make
      contributions as provided in section five hundred two of  this  chapter,
      unknown  to the assignee at the time he or she becomes a member and that
      could not be ascertained  from  the  operating  agreement  or  (ii)  any
      accrued liabilities of the assignor at the time of assignment unless the
      assignee specifically assumes such liabilities.