N.Y. Limited Liability Company Law § 409: 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

circumstances.

(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.