Guam § 15116 - (C). Withdrawal of Member; Notice; Entitlement to

§ 15116. (C). Withdrawal of Member; Notice; Entitlement to

Distribution.

(a) A member may withdraw from a limited liability

company at the time or upon the happening of events specified in

the articles of organization or operating agreement. A written

operating agreement may provide that a member may not

withdraw the member's contribution from the limited liability

company, or may provide specific remedies in the event of a

wrongful withdrawal of a member's contribution, prior to the

dissolution and winding up of the limited liability company. If

the articles of organization or a written operating agreement do

not specify the time or the events upon the happening of which a

member may withdraw, a member may withdraw from the

limited liability company either:

(1) Upon not less than six months' prior written notice

to each member at the addresses set forth in the list required

to be kept pursuant to this Chapter.

(2) If any amendment to the articles of organization or

operating agreement that is adopted over the member's

written dissent adversely affects the rights or preferences of

the dissenting member's membership interest in any of the

ways described in subparagraph (A), (B), (C), or (E) below,

in which event the withdrawal shall be deemed to have

occurred as of the effective date of the amendment, if the

member gives notice to the limited liability company not

more than 60 days after the date of the amendment. In

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valuing the member's distribution pursuant to subdivision

(c), there shall be excluded any depreciation in anticipation

of the amendment. An amendment that does any of the

following is subject to this paragraph:

(A) Altering or amending that member's right to

receive a distribution.

(B) Altering or abolishing that member's right to

voluntarily withdraw or retire.

(C) Altering or abolishing that member's right to

vote on any matter, except as the rights may be altered

or abolished through the acceptance of contributions or

the making of contribution agreements.

(D) Altering or abolishing that member's preemp-

tive right to make contributions.

(E) Establishing or changing the conditions for or

consequences of expulsion.

No member withdrawing under this paragraph shall be liable for

damages for the breach of any agreement not to withdraw.

(b) Notwithstanding the provisions of subdivision (a), any

member who is under an obligation to render services to the

limited liability company may withdraw as a member at any time

upon written notice to the limited liability company, without

prejudice to the rights, if any, of the limited liability company or

the other members under any contract to which the withdrawing

member is a party. Any provision in an operating agreement

governing the withdrawal of services by a member shall be

enforceable in accordance with its terms unless the member

seeking to invalidate the provision establishes that the provision

was unreasonable under the circumstances existing at the time

the agreement was made.

(c) Upon a permitted withdrawal that does not cause

dissolution of the limited liability company, any withdrawing

member is entitled to receive any distribution to which that

member is entitled under the operating agreement and, if not

otherwise provided in the operating agreement, the member is

entitled to receive, within a reasonable time after withdrawal, the

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fair market value of the member's interest in the limited liability

company as of the date of withdrawal based upon the member's

right to share in distributions from the limited liability company.

(d) Subject to Subsection 15116 (E) and other provisions of

this Chapter, at the time a member becomes entitled to receive a

distribution, the member has the status of, and is entitled to all

remedies available to, a creditor of the limited liability company

with respect to the distribution. An operating agreement may

provide for the establishment of a record date with respect to

sharing of profits and distributions from a limited liability

company.