35-8-404. Limitation of liability and indemnification of members and managers. (1) Subject to subsection (2), the articles of organization or operating agreement may:
     (a) eliminate or limit the personal liability of a member or a manager for monetary damages for breach of any duty provided for in 35-8-402; and
     (b) provide for indemnification of the member or the manager for judgments, settlements, penalties, fines, or expenses incurred in a proceeding to which an individual is a party because the individual is or was a member or a manager.
     (2) A provision permitted under subsection (1) may not limit or eliminate the liability of a member or a manager for:
     (a) the amount of a financial benefit received by a member or a manager to which the member or the manager is not entitled;
     (b) an intentional infliction of harm by the member or the manager on the limited liability company or its members;
     (c) an intentional violation of criminal law by the member or the manager; or
     (d) an unlawful distribution by the member or the manager.

     History: En. Sec. 27, Ch. 120, L. 1993.