Guam § 171101 - Member’s Dissociation.

§ 171101. Member’s Dissociation.

(a) A person has the power to dissociate as a member at any time.

(b) Unless the organic rules otherwise provide, a member’s dissociation from a limited cooperative

association is wrongful only if:

(1) it is in breach of an express provision of the organic rules; or

(2) it occurs before the termination of the limited cooperative association and:

(A) the person is expelled as a member under Subsection (d)(3) or (4) of this Section; or

(B) in the case of a person that is not an individual, trust other than a business trust, or estate,

the person is expelled or otherwise dissociated as a member because it dissolved or terminated in

bad faith.

(c) A person that wrongfully dissociates as a member is liable to the limited cooperative association

and to the other members for damages caused by the dissociation. The liability is in addition to any other

debt, obligation, or liability of the person to the association.

(d) A member is dissociated as a member when:

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(1) the limited cooperative association receives notice in a record of the member’s express will

to dissociate as a member, or if the member specifies in the notice an effective date later than the date

the association received notice, on that later date;

(2) an event stated in the organic rules as causing the person’s dissociation occurs;

(3) the person’s entire interest is transferred in a foreclosure sale under § 17605(f);

(4) the person is expelled as a member under the organic rules;

(5) the person is expelled as a member by the board of directors if:

(A) it is unlawful to carry on the limited cooperative association’s activities and affairs with

the person as a member;

(B) there has been a transfer of all the member’s financial rights in the association, other

than:

(i) a transfer for security purposes; or

(ii) a charging order in effect under § 17605 which has not been foreclosed;

(C) person is an unincorporated entity that has been dissolved and its activities and affairs

are being wound up; or

(D) the person is a corporation or cooperative and:

(i) the person filed a certificate of dissolution or the equivalent, or the jurisdiction of

formation revoked the person’s charter or right to conduct business;

(ii) the association sends a notice to the person that it will be expelled as a member for

a reason described in Subsection (d)(5)(D)(i) of this Section; and

(iii) not later than ninety (90) calendar days after the notice was sent under Subsection

(d)(5)(D)(ii) of this Section, the person did not revoke its certificate of dissolution or the

equivalent, or the jurisdiction of formation did not reinstate the person’s charter or right to

conduct business; or

(E) the member is an individual and is adjudged incompetent;

(6) in the case of an individual, the individual dies;

(7) in the case of a member that is a testamentary or inter vivos trust or is acting as a member by

virtue of being a trustee of a trust, the trust’s entire financial rights in the limited cooperative

association are distributed;

(8) in the case of a person that is an estate or is acting as a member by virtue of being a personal

representative of an estate, the estate’s entire financial interest in the association is distributed;

(9) in the case of a person that is not an individual, partnership, limited liability company,

cooperative, corporation, trust, or estate, the existence of the person terminates; or

(10) the association’s participation in a transaction under Article 16 that causes the person to

cease to be a member.