Subchapter 4: RIGHTS AND DUTIES OF MEMBERS AND MANAGERS
§652. Duties of managers and members
(CONTAINS TEXT WITH VARYING EFFECTIVE DATES)
(WHOLE SECTION TEXT EFFECTIVE UNTIL 7/1/11)
2. Accountability. 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 from any transaction connected with the conduct or winding up of the limited liability company, or any use by the manager or member of its property, including, but not limited to, confidential or proprietary information of the limited liability company entrusted to the person as a result of that person's status as manager or member, unless that person has obtained the consent of:
A. If a manager, more than one half by number of the disinterested managers or more than one half by number of the disinterested members, or such other number as is provided in the operating agreement or articles of organization, but in no event less than a majority in interest; or [1997, c. 633, §15 (AMD).]
B. If a member, more than one half by number of the disinterested members, or such other number as is provided in the operating agreement or articles of organization, but in no event less than a majority in interest. [1997, c. 633, §15 (AMD).]
[ 1997, c. 633, §15 (AMD) .]
3. No waiver or modification of standard. Except as provided in subsection 2, the provisions of this section may not be modified or waived in an operating agreement, the articles of organization or otherwise.
[ 1997, c. 633, §16 (AMD) .]
SECTION HISTORY
1993, c. 718, §A1 (NEW). 1997, c. 633, §§15,16 (AMD). 2009, c. 164, §3 (AMD). 2009, c. 629, Pt. A, §1 (RP). 2009, c. 629, Pt. A, §3 (AFF).
Subchapter 4: RIGHTS AND DUTIES OF MEMBERS AND MANAGERS
§652. Duties of managers and members
(CONTAINS TEXT WITH VARYING EFFECTIVE DATES)
(WHOLE SECTION TEXT EFFECTIVE UNTIL 7/1/11)
2. Accountability. 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 from any transaction connected with the conduct or winding up of the limited liability company, or any use by the manager or member of its property, including, but not limited to, confidential or proprietary information of the limited liability company entrusted to the person as a result of that person's status as manager or member, unless that person has obtained the consent of:
A. If a manager, more than one half by number of the disinterested managers or more than one half by number of the disinterested members, or such other number as is provided in the operating agreement or articles of organization, but in no event less than a majority in interest; or [1997, c. 633, §15 (AMD).]
B. If a member, more than one half by number of the disinterested members, or such other number as is provided in the operating agreement or articles of organization, but in no event less than a majority in interest. [1997, c. 633, §15 (AMD).]
[ 1997, c. 633, §15 (AMD) .]
3. No waiver or modification of standard. Except as provided in subsection 2, the provisions of this section may not be modified or waived in an operating agreement, the articles of organization or otherwise.
[ 1997, c. 633, §16 (AMD) .]
SECTION HISTORY
1993, c. 718, §A1 (NEW). 1997, c. 633, §§15,16 (AMD). 2009, c. 164, §3 (AMD). 2009, c. 629, Pt. A, §1 (RP). 2009, c. 629, Pt. A, §3 (AFF).
Subchapter 4: RIGHTS AND DUTIES OF MEMBERS AND MANAGERS
§652. Duties of managers and members
(CONTAINS TEXT WITH VARYING EFFECTIVE DATES)
(WHOLE SECTION TEXT EFFECTIVE UNTIL 7/1/11)
2. Accountability. 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 from any transaction connected with the conduct or winding up of the limited liability company, or any use by the manager or member of its property, including, but not limited to, confidential or proprietary information of the limited liability company entrusted to the person as a result of that person's status as manager or member, unless that person has obtained the consent of:
A. If a manager, more than one half by number of the disinterested managers or more than one half by number of the disinterested members, or such other number as is provided in the operating agreement or articles of organization, but in no event less than a majority in interest; or [1997, c. 633, §15 (AMD).]
B. If a member, more than one half by number of the disinterested members, or such other number as is provided in the operating agreement or articles of organization, but in no event less than a majority in interest. [1997, c. 633, §15 (AMD).]
[ 1997, c. 633, §15 (AMD) .]
3. No waiver or modification of standard. Except as provided in subsection 2, the provisions of this section may not be modified or waived in an operating agreement, the articles of organization or otherwise.
[ 1997, c. 633, §16 (AMD) .]
SECTION HISTORY
1993, c. 718, §A1 (NEW). 1997, c. 633, §§15,16 (AMD). 2009, c. 164, §3 (AMD). 2009, c. 629, Pt. A, §1 (RP). 2009, c. 629, Pt. A, §3 (AFF).
