608.4225 General standards for
managers and managing members. ---
(1) A manager or managing member shall discharge his
duties as a manager or managing member, including his duties as a
member of a committee:
(a) In good faith.
(b) With the care an ordinarily prudent person in a like
position would exercise under similar circumstances.
(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 or managing
member 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 members or employees of the limited
liability company whom the manager or managing member reasonably
believes to be reliable and competent in the matters
presented;
(b) Legal counsel, public accountants, or other persons as
to matters the manager or managing member reasonably believes are
within the persons' professional or expert competence; or
(c) A committee of managers or managing members of which
he is not a member if the manager or managing member reasonably
believes the committee merits confidence.
(3) In discharging his duties, a manager or managing
member may consider such factors as he deems relevant, including
the long-term prospects and interests of the limited liability
company and its members, and the social, economic, legal, or other
effects of any action on the employees, suppliers, customers of the
limited liability company, the communities and society in which
the limited liability company operates, and the economy of the
state and the nation.
(4) A manager or managing member is not acting in good
faith if he has knowledge concerning the matter in question that
makes reliance otherwise permitted by subsection (2)
unwarranted.
(5) A manager or managing member is not liable for any
action taken as a manager or managing member, or any failure to
take any action, if he performed the duties of his position in
compliance with this section.
History: s. 23, ch. 93-284.