§ 7-16-17 - Duties of managers.
SECTION 7-16-17
§ 7-16-17 Duties of managers. – (a) A manager shall discharge his or her managerial duties in good faith, withthe care that an ordinarily prudent person in a similar position would useunder the circumstances, and in the manner the manager reasonably believes tobe in the best interests of the limited liability company.
(b) In discharging his or her duties, a manager is entitledto rely on information, opinions, reports or statements, including financialstatements and other financial data, if prepared or presented by:
(1) One or more employees of the limited liability companywho the manager reasonably believes to be reliable and competent in the matterspresented;
(2) Legal counsel, public accountants or other persons as tomatters the manager reasonably believes are within the person's professional orexpert competence; or
(3) A committee of managers of which the manager is not amember if the manager reasonably believes the committee merits confidence.
(c) A manager is not acting in good faith if the manager hasknowledge concerning the matter in question that makes reliance otherwisepermitted by subsection (b) unwarranted.
(d) A manager is not liable for any action taken as amanager, or any failure to take any action, if the manager performed the dutiesof his or her office in compliance with this section.
(e) Except as otherwise provided in the articles oforganization or operating agreement, every manager must account to the limitedliability company and hold as trustee for the limited liability company anyprofit or benefit he or she derived without the informed consent of the membersor a majority of the disinterested managers from any transaction connected withthe conduct or winding up of the limited liability company or from any personaluse by the manager of the limited liability company's property.