13.1-1024.1 - General standards of conduct for a manager. - Virginia Statutes

§ 13.1-1024.1. General standards of conduct for a manager.

A. A manager shall discharge his or its duties as a manager in accordancewith the manager's good faith business judgment of the best interests of thelimited liability company.

B. Unless a manager has knowledge or information concerning the matter inquestion that makes reliance unwarranted, a manager is entitled to rely oninformation, opinions, reports or statements, including financial statementsand other financial data, if prepared or presented by:

1. One or more managers or employees of the limited liability company whomthe manager believes, in good faith, to be reliable and competent in thematters presented;

2. Legal counsel, public accountants, or other persons as to matters themanager believes, in good faith, are within the person's professional orexpert competence; or

3. A committee of the managers of which the manager is not a member if themanager believes, in good faith, that the committee merits confidence.

C. A person alleging a violation of this section has the burden of provingthe violation.

D. For the purposes of this section only, the term "manager" shall bedeemed to include any member that is participating in the management of thelimited liability company.

(1992, c. 574.)