S.C. Code Ann. § 33-43-402 – [Repealed eff January 1, 2001] Fiduciary duties of managers and members

(A) Duties of loyalty.
1. (1) account to the limited liability company and hold for it as trustee any property, profit, or benefit derived by the member in the conduct and winding up of the limited liability company business or derived from a use by the member of limited liability company property, including the appropriation of a limited liability company opportunity;
2. (2) refrain from dealing with the limited liability company in the conduct or winding up of the limited liability company business, as or on behalf of a party having an interest adverse to the limited liability company except upon full disclosure and approval in writing by more than one-half by number of the disinterested members or as otherwise provided in the articles of organization or an operating agreement; and,
3. (3) refrain from competing with the limited liability company in the conduct of the limited liability company business before the dissolution of the limited liability company.
  In no event may the members, even by unanimous written consent eliminate any of the duties imposed in paragraphs (1), (2), or (3) of this subsection A, but with the unanimous written consent of all the members, the members may specifically authorize specific types or categories of permitted conduct so long as such are not manifestly unreasonable.
A member shall:
(B) Duty of care.
A member, in conducting and winding up the business of the limited liability company, shall refrain from engaging in grossly negligent conduct, intentional misconduct, and knowing violation of the law. Even with the unanimous written consent of all the members, this duty of care may not be reduced.
(C) Good faith and fair dealing.
A member shall discharge the duties to the limited liability company and the other members under Sections 33-43-101 through 33-43-1409 or under the operating agreement, and exercise any rights consistent with the obligation of good faith and fair dealing. In no event, even with the unanimous written consent of all the members, may the members eliminate the obligation of good faith and fair dealing, but they may by unanimous written consent determine the standards by which performance of the obligation is to be measured, if such standards are not manifestly unreasonable.
(D) A member does not violate a duty or obligation under Sections 33-43-101 through 33-43-1409 or under the operating agreement merely because the member's conduct furthers the member's own interest.
(E) This section applies to a person winding up the limited liability company business as the personal or legal representative of the last surviving member as if the person were a member.
(F) The standards of conduct expressed in this Section are applicable to all members in a member-managed limited liability company. In a manager-managed limited liability company:
1. (1) the managers shall be held to the same standards of conduct set forth in (A) through (E);
2. (2) a member who is not a manager shall have no duties to the limited liability company or to other members solely by reason of being a member; and,
3. (3) only the members shall have the right to specifically authorize conduct as provided in subsections (A), (B), and (C).