1. (1) A manager owes to the unincorporated nonprofit association the fiduciary duties of loyalty and care.
2. (2) A manager shall manage the unincorporated nonprofit association in good faith, in a manner the manager honestly believes to be in the best interests of the association, and with such care, including reasonable inquiry, as a prudent person would reasonably exercise in a similar position and under similar circumstances. A manager may rely in good faith upon any opinion, report, statement, or other information provided by another person that the manager reasonably believes is a competent and reliable source for the information.
3. (3) After full disclosure of all material facts, a specific act or transaction that would otherwise violate the duty of loyalty by a manager may be authorized or ratified by a majority of the members that are not interested directly or indirectly in the act or transaction.

4. (4) A manager that makes a business judgment in good faith satisfies the duties specified in subsection (1) of this section if the manager:

   1. (a) Is not interested, directly or indirectly, in the subject of the business judgment and is otherwise able to exercise independent judgment; Is informed with respect to the subject of the business judgment to the extent the manager reasonably believes to be appropriate under the circumstances; and
   2. (b)
   3. (c) Believes that the business judgment is in the best interests of the unincorporated nonprofit association and in accordance with its purposes.

5. (5) The governing principles in a record may limit or eliminate the liability of a manager to the unincorporated nonprofit association or its members for damages for any action taken, or for failure to take any action, as a manager, except liability for:

   1. (a) The amount of financial benefit improperly received by a manager;
   2. (b) An intentional infliction of harm on the association or one (1) or more of its members;
   3. (c) An intentional violation of criminal law;
   4. (d) Breach of the duty of loyalty; or
   5. (e) Improper distributions.

Effective: June 24, 2015

History: Created 2015 Ky. Acts ch. 34, sec. 31, effective June 24, 2015.