§ 12:1314 — Duties of members and managers

§1314. Duties of members and managers
A. Subject to the provisions of R.S. 12:1315, a member, if management is reserved
to the members, or manager, if management is vested in one or more managers pursuant to
R.S. 12:1312:
(1) Shall be deemed to stand in a fiduciary relationship to the limited liability
company and its members and shall discharge his duties in good faith, with the diligence,
care, judgment, and skill which an ordinary prudent person in a like position would exercise
under similar circumstances. Nothing contained in this Section shall derogate from any
indemnification authorized by R.S. 12:1315.
(2) In discharging his duties, shall be fully protected in relying in good faith upon the
records of the limited liability company and upon such information, opinions, reports, or
statements presented to the limited liability company, the members, managers, or any
committee thereof by any of the limited liability company's members, managers, employees,
or by any committee of the members or managers, or by any legal counsel, appraiser,
engineer, including a petroleum reservoir engineer, or independent or certified public
accountant selected with reasonable care by the members, managers, any committee thereof,
any agent having the authority to make such selection, or by any other person as to matters
the member, if management is reserved to the members, or manager, if management is vested
in one or more managers pursuant to R.S. 12:1312, reasonably believes are within such other
person's professional or expert competence and which person is selected with reasonable care
by the members, managers, any committee thereof, or any agent having the authority to make
such selection.
(3) Is not protected by Paragraph (2) of this Subsection if he has knowledge
concerning the matter in question that makes reliance otherwise permitted by Paragraph (2)
of this Subsection unwarranted.
(4) Shall not be liable for any action taken on behalf of the limited liability company
or any failure to take any action if he performed the duties of his office in compliance with
this Section.
(5) Shall account to the limited liability company and hold as trustee for it any profit
or benefit derived by him, without the informed consent of a majority of the uninterested
members in accordance with R.S. 12:1318(C), from any transaction connected with the
conduct or winding up of the limited liability company or from any personal use by him of
its property unless he proves under strict judicial scrutiny the fairness of the transaction to
the limited liability company.
B. Notwithstanding the provisions of Subsection A of this Section, a member or
manager shall not be personally liable to the limited liability company or the members
thereof for monetary damages unless the member or manager acted in a grossly negligent
manner as defined in Subsection C of this Section, or engaged in conduct which
demonstrates a greater disregard of the duty of care than gross negligence, including but not
limited to intentional tortious conduct or intentional breach of his duty of loyalty.
C. As used in this Section, "gross negligence" shall be defined as a reckless disregard
of or a carelessness amounting to indifference to the best interests of the limited liability
company or the members thereof.
D. A member or manager who makes a business judgment in good faith fulfills the
duty of diligence, care, judgment, and skill under Subsection A of this Section if the member
or manager:
(1) Does not have a conflict of interest with respect to the subject of the business
judgment.
(2) Is informed with respect to the subject of the business judgment to the extent the
member or manager reasonably believes to be appropriate under the circumstances.
(3) Rationally believes that the business judgment is in the best interests of the
limited liability company and its members.
E. A person alleging a breach of the duty of diligence, care, judgment, and skill owed
by a member or manager under Subsection A has the burden of proving the alleged breach
of duty, including the inapplicability of the provisions as to the fulfillment of the duty under
Paragraph A(2) and Subsection D, and, in a damage action, the burden of proving that the
breach was the legal cause of damage suffered by the limited liability company.

Legislative History

Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 1993, No. 475, §4, eff. June 9, 1993; Acts 1999, No. 1253, §2, eff. July 12, 1999.