1. A. Subject to subsection B of this section, the articles of organization or operating agreement may:

   1. 1. Eliminate or limit the personal liability of a member or manager for monetary damages for breach of any duty provided for in Section 2016 of this title; and
   2. 2. Provide for indemnification of a member or manager for judgments, settlements, penalties, fines or expenses incurred in any proceeding because he is or was a member or manager.

2. B. No provision permitted under subsection A of this section shall limit or eliminate the liability of a manager for:

   1. 1. Any breach of the manager's duty of loyalty to the limited liability company or its members;
   2. 2. Acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; or
   3. 3. Any transaction from which the manager derived an improper personal benefit.

Added by Laws 1992, c. 148, § 18, eff. September 1, 1992; Amended by Laws 1993, c. 366, § 9, eff. September 1, 1993.