2005 Idaho Code - 53-622 — DUTIES OF MANAGERS AND MEMBERS

                                  TITLE  53
                                 PARTNERSHIP
                                  CHAPTER 6
                     IDAHO LIMITED LIABILITY COMPANY ACT
    53-622.  DUTIES OF MANAGERS AND MEMBERS. 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 to 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 gross
negligence or willful misconduct.
    (2)  Every member and manager must 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 or members, 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 person as a result of
    his status as manager or member.
    (3)  One who is a member of a limited liability company in which
management is vested in managers under section 53-621, Idaho Code, and who is
not a manager shall have no duties to the limited liability company or to the
other members solely by reason of acting in the capacity of a member.