2006 New York Code - Duties Of Managers.

    §  409.  Duties  of  managers.  (a) A manager shall perform his or her
  duties as a manager, including his or her duties  as  a  member  of  any
  class  of  managers,  in good faith and with that degree of care that an
  ordinarily prudent person in a like position  would  use  under  similar
    (b)  In  performing  his or her duties, a manager shall be entitled to
  rely  on  information,  opinions,  reports  or   statements,   including
  financial  statements and other financial data, in each case prepared or
  presented by:
    (1) one or more agents or employees of the limited liability company;
    (2) counsel, public accountants or other persons as  to  matters  that
  the  manager  believes to be within such person's professional or expert
  competence; or
    (3) a class of managers of which he or  she  is  not  a  member,  duly
  designated  in  accordance  with  the operating agreement of the limited
  liability company, as to matters within its designated authority,  which
  class the manager believes to merit confidence, so long as in so relying
  he  or  she  shall be acting in good faith and with such degree of care,
  but he or she shall not be considered to be acting in good faith  if  he
  or  she has knowledge concerning the matter in question that would cause
  such reliance to be unwarranted.
    (c) A person who so performs his or her duties in accordance with this
  section shall have no liability by reason of  being  or  having  been  a
  manager of the limited liability company.

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