1.1.................... moves to amend H.F. No. 977 as follows:
1.2Page 3, after line 34, insert:
1.3    "Subd. 18. Oppressive. (a) "Oppressive," with respect to an application brought by
1.4a member under section 322C.0701, subdivision 1, clause (5), item (ii), means conduct:
1.5(1) engaged in by one or more:
1.6(i) members in a member-managed limited liability company or who are otherwise
1.7in control of any limited liability company;
1.8(ii) managers in a manager-managed limited liability company; or
1.9(iii) governors of a board-managed limited liability company;
1.10(2) that occurs with respect to the applicant member's capacity as:
1.11(i) a member, manager, or governor of a limited liability company; or
1.12(ii) an employee of a limited liability company with 35 or fewer members; and
1.13(3) that is unfairly prejudicial to the applicant member in a capacity listed in clause
1.14(2), because the conduct frustrated an expectation of the applicant member that:
1.15(i) is reasonable in light of the reasonable expectations of the other members;
1.16(ii) was material to the applicant's decision to become a member of the limited
1.17liability company or for a substantial time has been material during the member's
1.18continuing membership;
1.19(iii) was known to other members or that the other members had reason to know; and
1.20(iv) is not contrary to the operating agreement as applied consistently with the
1.21contractual obligation of good faith and fair dealing under section 322C.0409, subdivision
1.23(b) For the purposes of paragraph (a), conduct:
1.24(1) includes words, action, inaction, and any combination of words, action, or
1.25inaction; and
1.26(2) is not oppressive solely by reason of a good faith disagreement as to the content,
1.27interpretation, or application of the company's operating agreement."
2.1Renumber the subdivisions in sequence
2.2Page 37, line 12, delete everything before the second "limited" and insert "a"
2.3Page 37, line 13, before "duties" insert "member's" and before the first "under"
2.4insert "and exercise any rights"
2.5Page 37, line 14, delete everything before "consistently"
2.6Page 37, line 15, before the period, insert ", including acting in a manner, in light of
2.7the operating agreement, that is honest, fair, and reasonable"
2.8Page 45, line 23, before the period, insert ", which may include the sale for fair value
2.9of all membership interests a member owns in a limited liability company to the limited
2.10liability company or one or more of the other members. A remedy other than dissolution
2.11may be ordered in any case where that remedy would be appropriate under all the facts
2.12and circumstances of the case"
2.13Page 45, after line 23, insert:
2.14    "Subd. 3. Venue. A proceeding brought under subdivision 1, clause (5), must
2.15be brought in a court within the county in which the registered office of the limited
2.16liability company is located. It is not necessary to make members parties to the action or
2.17proceeding unless relief is sought against them personally."
2.18Page 73, lines 7 and 14, delete "2017" and insert "2018"
2.19Page 73, lines 9, 11, 16, and 22, delete "2014" and insert "2015"
2.20Page 74, line 24, delete "2017" and insert "2018"
2.21Page 74, line 26, delete "2014" and insert "2015"
2.22Page 93, line 12, delete "2017" and insert "2018"
2.23Page 93, line 16, delete "2014" and insert "2015"
2.24Renumber the sections in sequence and correct the internal references
2.25Amend the title accordingly