2005 Idaho Code - 53-638 — RIGHT OF ASSIGNEE TO BECOME A MEMBER

                                  TITLE  53
                                 PARTNERSHIP
                                  CHAPTER 6
                     IDAHO LIMITED LIABILITY COMPANY ACT
    53-638.  RIGHT OF ASSIGNEE TO BECOME A MEMBER. (1) Unless otherwise
provided in writing in an operating agreement, an assignee of a limited
liability company interest may become a member only if the other members
unanimously consent. The consent of a member may be evidenced in any manner
specified in writing in an operating agreement, but in the absence of such
specification, consent shall be evidenced by a written instrument, dated and
signed by the member.
    (2)  An assignee who becomes a member has, to the extent assigned, the
rights and powers, and is subject to the restrictions and liabilities, of a
member under the articles of organization, any operating agreement and the
provisions of this chapter. An assignee who becomes a member also is liable
for any obligations of the assignor to make contributions under section
53-627, Idaho Code.  However, the assignee is not obligated for liabilities of
which the assignee had no knowledge at the time he became a member and which
could not be ascertained from any written records of the limited liability
company kept pursuant to section 53-625, Idaho Code.
    (3)  Unless otherwise provided in writing in an operating agreement, an
assignor is not released from his liability to the limited liability company
under section 53-627, Idaho Code, whether or not an assignee of a limited
liability company interest becomes a member.
    (4)  Unless otherwise provided in writing in an operating agreement, a
member who assigns his entire limited liability company interest ceases to be
a member or to have the power to exercise any rights of a member when the
assignee becomes a member with respect to the entire assigned interest.