Vermont Code § 11 V.S.A. § 4131

Direct action by member
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§ 4131. Direct action by member
(a) Subject to subsection (b) of this section, a member may maintain a direct action against
another member, a manager, or the limited liability company to enforce the member’s
rights and protect the member’s interests, including rights and interests under the
operating agreement, under this title, or arising independently of the membership
relationship.
(b) A member who maintains a direct action under this section must prove an actual or
threatened injury to the member that is not solely the result of an injury suffered
or threatened to be suffered by the limited liability company.

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