§ 7-16-18 - Limitation of liability of managers.
SECTION 7-16-18
§ 7-16-18 Limitation of liability ofmanagers. – (a) Subject to subsection (b), the articles of organization or operatingagreement may eliminate or limit the personal liability of a manager to thelimited liability company or to its members for monetary damages for breach ofany duty provided for in § 7-16-17.
(b) No provision permitted under subsection (a) limits oreliminates the liability of a manager for:
(1) Breach of the manager's duty of loyalty to the limitedliability company or its members;
(2) Acts or omissions not in good faith or which involveintentional misconduct or a knowing violation of law;
(3) The liability imposed pursuant to the provisions of§ 7-16-32; or
(4) Any transaction from which the manager derived animproper personal benefit, unless the transaction was with the informed consentof the members or a majority of the disinterested managers. No provisioneliminating or limiting the personal liability of a manager will be effectivewith respect to causes of action arising prior to the inclusion of theprovision in the articles of organization or operating agreement.