79-29-402 - General standards of conduct for a manager.
§ 79-29-402. General standards of conduct for a manager.
(1) A manager shall discharge his duties as a manager:
(a) In good faith;
(b) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and
(c) In a manner he reasonably believes to be in the best interests of the limited liability company.
(2) In discharging his duties, a manager is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:
(a) One or more managers or employees of the limited liability company whom the manager reasonably believes to be reliable and competent in the matters presented;
(b) Legal counsel, public accountants, or other persons as to matters the manager reasonably believes are within the person's professional or expert competence; or
(c) A committee of the managers of which he is not a member if the manager reasonably believes the committee merits confidence.
(3) A manager is not acting in good faith if he has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (2) unwarranted.
(4) A manager is not liable for any action taken as a manager, or any failure to take any action, if he performed the duties of his office in compliance with this section.
Sources: Laws, 1994, ch. 402, § 31, eff from and after July 1, 1994.