(a) A person shall have the power to dissociate as a member at any time, rightfully or wrongfully, by express will.
(b) Unless the organic rules otherwise provide, a member's dissociation from a limited cooperative association shall be wrongful only if the dissociation:
(1) Breaches an express provision of the organic rules; or
(2) 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 subsection; 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) Unless the organic rules otherwise provide, a person that wrongfully dissociates as a member shall be liable to the limited cooperative association for damages caused by the dissociation. The liability shall be in addition to any other debt, obligation, or liability of the person to the association.
(d) A member shall be dissociated from the limited cooperative association as a member when:
(1) The 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 member's dissociation as a member occurs;
(3) The member is expelled as a member under the organic rules;
(4) The member is expelled as a member by the board of directors because:
(A) It is unlawful to carry on the association's activities with the member as a member;
(B) There has been a transfer of all the member's financial rights in the association, other than:
(i) A creation or perfection of a security interest; or
(ii) A charging order in effect under § 29-1006.05 which has not been foreclosed;
(C) The member is a limited liability company, association, or partnership which has been dissolved and its business is being wound up; or
(D) The member is a corporation or cooperative and:
(i) The member filed a certificate of dissolution, or the equivalent, or the jurisdiction of formation revoked the association's charter or right to conduct business;
(ii) The association sends a notice to the member that it will be expelled as a member for a reason described in sub-subparagraph (i) of this subparagraph; and
(iii) Not later than 90 days after the notice was sent under sub-subparagraph (ii), the member did not revoke its certificate of dissolution, or the equivalent, or the jurisdiction of formation did not reinstate the association's charter or right to conduct business; or
(E) The member is an individual and is adjudged incompetent;
(5) In the case of a member who is an individual, the individual dies;
(6) In the case of a member that is a trust or is acting as a member by virtue of being a trustee of a trust, all the trust's financial rights in the association are distributed;
(7) In the case of a member that is an estate, the estate's entire financial interest in the association is distributed;
(8) In the case of a member that is not an individual, partnership, limited liability company, cooperative, corporation, trust, or estate, the member is terminated;
(9) The association participates in a merger if, under the plan of merger as approved under subchapter XV of this chapter, the member ceases to be a member; or
(10) The association participates in a transaction under Chapter 2 of this title if, under the terms of the transaction, the association ceases to exist in the form of a limited cooperative association or the member ceases to be a member.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
HISTORICAL AND STATUTORY NOTES
Legislative History of Laws
For history of Law 18-378, see notes under § 29-101.01.
Uniform Law
This section is based on § 1101 of the Uniform Limited Cooperative Association Act . See Vol. 6A , Uniform Laws Annotated, Master Edition or ULA Database on Westlaw.
(a) Upon a member's dissociation:
(1) Subject to § 29-1011.03, the person shall have no further rights as a member; and
(2) Subject to § 29-1011.03, subchapter XV of this chapter, and Chapter 2 of this title, any financial rights owned by the person in the person's capacity as a member immediately before dissociation shall be owned by the person as a transferee.
(b) A person's dissociation as a member shall not of itself discharge the person from any debt, obligation, or liability to the limited cooperative association which the person incurred under the organic rules, by contract, or by other means while a member.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
HISTORICAL AND STATUTORY NOTES
Legislative History of Laws
For history of Law 18-378, see notes under § 29-101.01.
Uniform Law
This section is based on § 1102 of the Uniform Limited Cooperative Association Act . See Vol. 6A , Uniform Laws Annotated, Master Edition or ULA Database on Westlaw.
Unless the organic rules provide for greater rights, if a member is dissociated because of death, dies or is expelled by reason of being adjudged incompetent, the member's personal representative or other legal representative may exercise the rights of a transferee of the member's financial rights and, for purposes of settling the estate of a deceased member, may exercise the informational rights of a current member to obtain information under § 29-1005.05.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
HISTORICAL AND STATUTORY NOTES
Legislative History of Laws
For history of Law 18-378, see notes under § 29-101.01.
Uniform Law
This section is based on § 1103 of the Uniform Limited Cooperative Association Act . See Vol. 6A , Uniform Laws Annotated, Master Edition or ULA Database on Westlaw.
