§ 57C-3-22. Duties of managers. - North Carolina Statutes

§ 57C‑3‑22. Duties of managers.

(a)        The provisions ofthis section are all subject to G.S. 57C‑3‑30.

(b)        A manager shalldischarge his duties as manager in good faith, with the care an ordinaryprudent person in a like position would exercise under similar circumstances,and in the manner the manager reasonably believes to be in the best interestsof the limited liability company. In discharging his duties, a manager isentitled to rely on information, opinions, reports, or statements, including,but not limited to, financial statements or other financial data, if preparedor presented by:

(1)        One or moreemployees of the limited liability company whom the manager reasonably believesto be reliable and competent in the matters presented;

(2)        Legal counsel, certifiedpublic accountants, or other persons on matters the manager reasonably believesare within the person's professional or expert competence; or

(3)        A committee ofmanagers of which the manager is not a member if the manager reasonablybelieves the committee merits confidence.

(c)        A manager is notacting in good faith if the manager has actual knowledge concerning the matterin question that makes reliance otherwise permitted by subsection (b) of thissection unwarranted.

(d)        A manager is notliable for any action taken as a manager, or any failure to take any action, ifthe manager performs the duties of his office in compliance with this section.

(e)        Except as otherwiseprovided in the articles of organization or a written operating agreement,every manager must account to the limited liability company and hold as trusteefor it any profit or benefit derived without the informed consent of themembers by the manager from any transaction connected with the formation,conduct, or liquidation of the limited liability company or from any personaluse by the manager of its property.

(f)         Except to theextent otherwise provided in the articles of organization or a writtenoperating agreement, each director and executive shall be subject to the samerequirements and afforded the same rights as are provided in this section for amanager when the director or executive exercises authority in the management ofa limited liability company's affairs that would otherwise be vested in themanagers pursuant to G.S. 57C‑3‑20(b). (1993, c. 354, s. 1; 2001‑387,s. 68.)