2006 Kentucky Revised Statutes - .170   Liability of management for certain conduct -- Member\'s duties as member in managed limited liability company.

275.170 Liability of management for certain conduct -- Member's duties as member in managed limited liability company. Unless otherwise provided in an operating agreement: (1)  A member or manager shall not be liable, responsible, or accountable in damages or otherwise to the limited liability company or 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 wanton or reckless 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 that person without the consent of more than one-half (1/2) by number of the disinterested managers, one-half (1/2) by number of other persons participating in the management of the business or affairs of the limited liability company, or the majority-in-interest of the members: (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 person as a result of his status as manager or member. (3)  One who is a member of the limited liability company in which management is vested in managers under KRS 275.165(2) and who is not a manager shall have no duties to the limited liability company or the other members solely by reason of acting in his capacity as a member. Effective: July 15, 1998 History: Amended 1998 Ky. Acts ch. 341, sec. 28, effective July 15, 1998. -- Created 1994 Ky. Acts ch. 389, sec. 34, effective July 15, 1994. Page 1 of 1