§ 23-18-4-2 — Acts and omissions liability; trustee for personal benefits derived through company; duties of member in company providing for manager

(a) Unless otherwise provided in a written
operating agreement, a member or manager is not liable for damages
to the limited liability company or to the members of the limited
liability company for any action taken or failure to act on behalf of the
limited liability company, unless the act or omission constitutes willful
misconduct or recklessness.
(b) Unless otherwise provided in a written operating agreement,
each member and manager must account to the limited liability
company and hold as trustee for it any profit or benefit derived by the
manager or member without the consent of a majority of the
disinterested managers or members or other persons participating in the
management of the business or affairs of the limited liability company
from:
(1) a transaction connected with the conduct or winding up of the
limited liability company; or
(2) any use by the manager or member of the limited liability
company's property, including confidential or proprietary
information of the limited liability company or other matters
entrusted to the manager or member because of the manager's or
member's status as manager or member.
(c) Unless otherwise provided in a written operating agreement, a
member of a limited liability company in which the articles of
organization provide for a manager or managers and who is not a
manager has no duties to the limited liability company or to the other
members solely by reason of acting in the capacity as a member.

Legislative History

As added by P.L.8-1993, SEC.301.