2010 Mississippi Code
TITLE 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS
Chapter 29 - Mississippi Limited Liability Company Act.
79-29-402 - General standards of conduct for a manager.

§ 79-29-402. General standards of conduct for a manager.
 

(1)  A manager shall discharge his duties as a manager: 

(a) In good faith; 

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

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

(2)  In discharging his duties, a manager 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 managers or employees of the limited liability company whom the manager reasonably believes to be reliable and competent in the matters presented; 

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

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

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

(4)  A manager is not liable for any action taken as a manager, or any failure to take any action, if he performed the duties of his office in compliance with this section. 
 

Sources: Laws,  1994, ch. 402, § 31, eff from and after July 1, 1994.