(a) When a person is dissociated as a member of a limited liability company all of the following apply: (1) The personâs right to vote or participate as a member in the management and conduct of the limited liability companyâs activities terminates. (2) If the limited liability company is member-managed, the personâ s fiduciary duties as a member end with regard to matters arising and events occurring after the personâs dissociation. (3) Subject to Section 17705.04 and Article 10 (commencing with Section 17710.01), any transferable interest owned by the person immediately before dissociation in the personâs capacity as a member is owned by the person solely as a transferee. (b) A personâs dissociation as a member of a limited liability company does not of itself discharge the person from any debt, obligation, or other liability to the limited liability company or the other members that the person incurred while a member. (c) If a member dies, or a guardian or conservator of the estate is appointed for the member, or a memberâs interest is being administered by an attorney-in-fact under a valid power of attorney, the memberâs executor, administrator, guardian, conservator, attorney-in-fact, or other legal representative may exercise all of the memberâs rights for the purpose of settling the memberâs estate or administering the memberâs property, including any power the member had under the articles of organization or an operating agreement to give a transferee the right to become a member.
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