2017 Oregon Revised Statutes
Volume : 02 - Business Organizations, Commercial Code
Chapter 063 - Limited Liability Companies
Section 63.209 - Expulsion of member.
(1) A member may be expelled from a limited liability company:
(a) In accordance with a written provision in the articles of organization or any operating agreement; or
(b) Except as otherwise provided in writing in the articles of organization or any operating agreement, by a court, upon application of any member, if the court determines that:
(A) The member has been guilty of wrongful conduct that adversely and materially affects the business or affairs of the limited liability company; or
(B) The member has willfully or persistently committed a material breach of the articles of organization or any operating agreement or otherwise breached a duty owed to the limited liability company or the other members to the extent that it is not reasonably practicable to carry on the business or affairs of the limited liability company with that member.
(2) The power of a limited liability company to expel a member pursuant to this section does not limit or adversely affect any right or power of the limited liability company to recover any damages or to pursue any other remedies provided for in the articles of organization or any operating agreement or permitted under applicable law or at equity. The limited liability company, in addition to any of its other remedies, may offset any such damages against any amounts otherwise distributable or payable to the expelled member. [1993 c.173 §42; 1995 c.93 §10]
