1. I. Unless the operating agreement provides otherwise, managers shall owe a duty of loyalty to the limited liability company and to the members.
2. II. For purposes of this act, the duty of loyalty of managers shall mean their duty to act in a manner that they reasonably believe to be in the best interest of the limited liability company.

3. III. Unless the operating agreement provides otherwise, the duty of loyalty of a manager shall include:

   1. (a) A duty not to compete against the limited liability company;
   2. (b) A duty not to engage in self-interested transactions with the limited liability company;
   3. (c) A duty not to usurp business opportunities of the limited liability company;
   4. (d) A duty to maintain the confidentiality of confidential limited liability company information;
   5. (e) A duty to disclose to the members with reasonable promptness material information of which the manager becomes aware concerning the limited liability company;
   6. (f) A duty to use limited liability company property only for the benefit of the limited liability company;
   7. (g) A duty to avoid improper personal benefits, including excessive compensation for services to or for the limited liability company; and
   8. (h) A duty to act toward the limited liability company with fiduciary good faith.

4. IV. Fiduciary good faith includes the avoidance of conduct that the manager knows will inflict injury:

   1. (a) On the limited liability company; or
   2. (b) On its members in their capacity as members.

5. V. However, unless the operating agreement provides otherwise, a member or manager shall not be subject to a duty set forth in this section if:

   1. (a) The member or manager discloses the material facts concerning an action which the member or manager wants to take that may breach the duty; and
   2. (b) Before the member or manager takes the action, it is approved by majority vote of the disinterested members.

Source. 2012, 232:2, eff. Jan. 1, 2013.