State Codes and Statutes
Statutes > Connecticut > Title34 > Chap613 > Sec34-141Sec. 34-141. Discharge of duties by members and managers. (a) A member or manager shall discharge his duties under section 34-140 and the operating agreement, in good faith, with the care an ordinary prudent person in a like position would exercise under similar circumstances, and in the manner he reasonably believes to be in the best interests of the limited liability company, and shall not be liable for any action taken as a member or manager, or any failure to take such action, if he performs such duties in compliance with the provisions of this section.
(b) In discharging his duties under section 34-140 and the operating agreement, a member or manager is entitled to rely on information, opinions, reports or statements, including, but not limited to, financial statements or other financial data, if prepared or presented by: (1) One or more employees of the limited liability company whom he reasonably believes to be reliable and competent in the matter presented; (2) legal counsel, public accountants or other persons, as to matters he reasonably believes are within the person's professional or expert competence; or (3) a committee of members of which he is not a constituent if he reasonably believes the committee merits confidence.
(c) A member or manager is not acting in good faith if he has knowledge concerning the matter in question that makes any reliance otherwise permitted by subsection (b) of this section unwarranted.
(d) In discharging his duties under section 34-140 and the operating agreement, a member or manager shall not be liable to the limited liability company or to any other member for actions or failures to act based on his good faith reliance on the provisions of the operating agreement.
(e) Unless otherwise provided in writing in the articles of organization or the operating agreement, 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, without the consent of more than one-half by number of the disinterested managers or the majority in interest of the disinterested members, from (1) any transaction connected with the conduct or winding up of the limited liability company or (2) any use by the member or manager of its property, including, but not limited to, confidential or proprietary information of the limited liability company or other matters entrusted to the person as a result of his status as a member or manager.
(P.A. 93-267, S. 22; P.A. 94-217, S. 11.)
History: P.A. 94-217 amended Subsec. (e) to add provision "Unless otherwise provided in writing in the articles of organization or the operating agreement," and replace "more than one-half by number of the disinterested managers or members" with "more than one-half by number of the disinterested managers or the majority in interest of the disinterested members".
