35-8-402. Duties of members and managers. (1) Subject to contrary provision of articles of organization or an operating agreement, a member or manager is not liable, responsible, or accountable in damages or otherwise to the limited liability company or to the members of the limited liability company for any action taken or for failure to act on behalf of the limited liability company unless the act or omission constitutes gross negligence or willful misconduct.
     (2) Each member and manager shall account to the limited liability company and hold as trustee for it any profit or benefit derived by the member or manager without the consent of a majority of the disinterested members or managers or other persons participating in the management of the business or affairs of the limited liability company from:
     (a) any transaction connected with the conduct or winding up of the limited liability company; or
     (b) any use by the member or manager of its property, including but not limited to confidential or proprietary information of the limited liability company or other matters entrusted to the member or manager as a result of the member's or manager's status as member or manager.
     (3) A member who is not also a manager of a limited liability company in which management is vested in managers under 35-8-401 has no duty to the limited liability company or to the other members solely by reason of acting in the capacity as a member.

     History: En. Sec. 25, Ch. 120, L. 1993.