347.088. Standard of duty--extent of liabilities and duties--profit or benefit, duty.

MISSOURI STATUTES AND CODES

347.088. Standard of duty--extent of liabilities and duties--profit or benefit, duty.

Standard of duty--extent of liabilities and duties--profit or benefit,duty.

347.088. 1. Except as otherwise provided in the operating agreementan authorized person shall discharge his or her duty under sections 347.010to 347.187 and the operating agreement in good faith, with the care acorporate officer of like position would exercise under similarcircumstances, in the manner a reasonable person would believe to be in thebest interest of the limited liability company, and shall not be liable forany such action so taken or any failure to take such action, if he or sheperforms such duties in compliance with this subsection.

2. To the extent that, at law or equity, a member or manager or otherperson has duties, including fiduciary duties, and liabilities relating tothose duties to the limited liability company or to another member,manager, or other person that is party to or otherwise bound by anoperating agreement:

(1) Any such member, manager, or other person acting under theoperating agreement shall not be liable to the limited liability company orto any such other member, manager, or other person for the member's,manager's, or other person's good faith reliance on the provisions of theoperating agreement; and

(2) The member's, manager's or other person's duties and liabilitiesmay be expanded or restricted by provision in the operating agreement.

3. Except as otherwise provided in the operating agreement, everymember or manager, if any, shall account to the limited liability companyand hold as trustee for it any profit or benefit derived by such personwithout the informed consent of more than one-half by number ofdisinterested managers or members from any transaction connected with theconduct of the business and affairs or the winding up of the limitedliability company, or from any personal use by such person of the propertyof the limited liability company, including confidential or proprietaryinformation of the limited liability company or other matters entrusted tohim as a result of his status as manager or member.

4. Except as provided in subsection 2 of this section or theoperating agreement, one who is a member of a limited liability company inwhich management is vested in one or more managers and who is not a managershall have no duties to the limited liability company or to the othermembers solely by reason of acting in his capacity as a member.