§ 2-307. Dissociation.
A. A person ceases to be a member of an LLC upon the simultaneous occurrence of and at the same time of any of the following events:
1. The member withdraws by voluntary act.
2. The member is removed as a member in accordance with the articles of operation or this Act.
3. Unless otherwise provided in the articles of organization or by the written consent of all members at the time of the event, the member does any of the following:
a. Makes an assignment for the benefit of the creditors.
b. Files a petition in bankruptcy.
c. Becomes the subject of an order for relief under the federal bankruptcy laws or state or Osage Nation insolvency laws.
d. Fails to gain dismissal of any federal bankruptcy or state or Osage Nation insolvency proceeding within one hundred twenty (120) days of commencement of an involuntary proceeding.
4. Unless provided in the articles of operation or by the written consent of all members, if the member is an individual, either of the following occur:
a. The member’s death.
b. The entry of an order by a court of competent jurisdiction adjudicating the member incompetent to manage the member’s person or estate.
5. Unless otherwise provided in their articles of operation or by written agreement or by the written consent of all members at the time, if the member is a trust, corporation, partnership, or limited liability company upon liquidation, dissolution, or termination.
B. The members may provide in articles of operation for other events the occurrence of which result in a person ceasing to be a member of the LLC.
C. Unless the articles of operation provide that a member does not have the power to withdraw by voluntary act from an LLC, the member may do so at any time by giving written notice to the other members or as provided in the articles of operation. If the member has the power to withdraw but the withdrawal is a breach of the articles of operation, the LLC may offset the damages against the amount otherwise distributable to the member, in addition to pursuing any remedies provided for in the articles of operation or otherwise available under applicable law. ONCA 08-02, eff. June 13, 2008.