My question involves business law in the state of: Oregon
My business partner and I are 50/50 members in an LLC a little over a year old. She has decided that she would like to leave the industry for personal reasons and I am having difficulty determining the proper course of action.
Our company relies on a residual income stream that during the life of the LLC has grown to just under 20k/mo. This covers base operating expenses for the company, little more. We also currently have a 100k advance on our residual stream to which we pay 3k/mo (directly from the residual stream) to and the balance is around 90k.
The total value of our residual portfolio, which is sellable, has been estimated around 320k.
Our portfolio consists of about 400 clients of which I was responsible for acquiring. Our initial agreement was that I would run the 'front end' of the operation consisting of sales and marketing and she would run the 'back end' consisting of account management and servicing.
She has decided that she would like to resign as a manager and as a member and has proposed that she continue to receive 50% (10k) of our monthly residual stream as compensation.
I want to continue to operate the company and service our clients.
My issues are:
1) This will severly cripple the company to the point of closure.
2) The accounts from which the residual stream is drawn require intensive servicing each month of which she will not be participating in.
3) Since she is dropping out of the company before it is cash flow positive and relatively stable I feel she should share in the consequences.
4) the residual stream is paid to the company, not to the individual, so In my opinion there needs to be accountability for company expenditures each month.
5) there is a 100k residual advance which needs to be accounted for.
The residual stream is guaranteed to be paid to the company for the life of the accounts, however, as noted before they require significant servicing by the company to retain them as clients.
We do have a written operating agreement but it does not address a buyout scenario or handling of residuals. I will be consulting with my attorney, just wanted a bit of insight from this board.
Thank you in advance.

