1998 Florida Code
TITLE XXXVI BUSINESS ORGANIZATIONS
Chapter 608 Limited Liability Companies  
608.4225   General standards for managers and managing members.

608.4225  General standards for managers and managing members.--

(1)  A manager or managing member shall discharge his or her duties as a manager or managing member, including his or her duties as a member of a committee:

(a)  In good faith.

(b)  With the care an ordinarily prudent person in a like position would exercise under similar circumstances.

(c)  In a manner he or she reasonably believes to be in the best interests of the limited liability company.

(2)  In discharging his or her duties, a manager or managing member is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:

(a)  One or more members or employees of the limited liability company whom the manager or managing member reasonably believes to be reliable and competent in the matters presented;

(b)  Legal counsel, public accountants, or other persons as to matters the manager or managing member reasonably believes are within the persons' professional or expert competence; or

(c)  A committee of managers or managing members of which he or she is not a member if the manager or managing member reasonably believes the committee merits confidence.

(3)  In discharging his or her duties, a manager or managing member may consider such factors as he or she deems relevant, including the long-term prospects and interests of the limited liability company and its members, and the social, economic, legal, or other effects of any action on the employees, suppliers, customers of the limited liability company, the communities and society in which the limited liability company operates, and the economy of the state and the nation.

(4)  A manager or managing member is not acting in good faith if he or she has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (2) unwarranted.

(5)  A manager or managing member is not liable for any action taken as a manager or managing member, or any failure to take any action, if he or she performed the duties of his or her position in compliance with this section.

History.--s. 23, ch. 93-284; s. 51, ch. 97-102.