Chapter 13: LIMITED LIABILITY COMPANIES ENACTED BY PL 1993, C. 718, PT. A, §1
Subchapter 4: RIGHTS AND DUTIES OF MEMBERS AND MANAGERS ENACTED BY PL 1993, C. 718, PT. A, §1
§652. Duties of managers and members
1.Good faith; best interests; reasonable belief. The managers and members of a limited liability company shall exercise their powers and discharge their duties in good faith
with a view to the interests of the limited liability company and of the members and with that degree of diligence, care and
skill that ordinarily prudent persons would exercise under similar circumstances in like positions.
In discharging their duties, managers and members may in all cases, if acting reasonably and in good faith, rely upon financial
statements of the limited liability company that were either certified in writing by an independent or certified public accountant
or firm of such accountants fairly to reflect the limited liability company's financial condition, or reported to such manager
or member to be correct by the manager or member having charge of the books of accounts of the limited liability company.
A manager or member may not be held personally liable for monetary damages for failure to discharge any duty as a manager
or member unless the manager or member is found not to have acted honestly or in the reasonable belief that the action was
in or not opposed to the best interests of the limited liability company or its members.
Notwithstanding this section, if the articles of organization provide that management of the limited liability company vests
in one or more managers, a member of the limited liability company who is not also a manager of the limited liability company
owes no duties under this section to the limited liability company or to the other members thereof solely by reason of being
a member.
[
2009, c. 164, §3 (AMD)
.]
2.Accountability. Every member and manager must account to the limited liability company and hold as trustee for it any profit or benefit
derived by that person from any transaction connected with the conduct or winding up of the limited liability company, or
any use by the manager or member of its property, including, but not limited to, confidential or proprietary information of
the limited liability company entrusted to the person as a result of that person's status as manager or member, unless that
person has obtained the consent of:
A. If a manager, more than one half by number of the disinterested managers or more than one half by number of the disinterested
members, or such other number as is provided in the operating agreement or articles of organization, but in no event less
than a majority in interest; or [1997, c. 633, §15 (AMD).]
B. If a member, more than one half by number of the disinterested members, or such other number as is provided in the operating
agreement or articles of organization, but in no event less than a majority in interest. [1997, c. 633, §15 (AMD).]
[
1997, c. 633, §15 (AMD)
.]
3.No waiver or modification of standard. Except as provided in subsection 2, the provisions of this section may not be modified or waived in an operating agreement,
the articles of organization or otherwise.
[
1997, c. 633, §16 (AMD)
.]
SECTION HISTORY
1993, c. 718, §A1 (NEW).
1997, c. 633, §§15,16 (AMD).
2009, c. 164, §3 (AMD).
Data for this page extracted on 10/14/2009 10:53:53.