{"data":{"id":"us-ky/krs-273a.100","jurisdiction":"us-ky","citation":"KRS 273A.100","heading":"Duties of managers.","body":"(1) A manager owes to the unincorporated nonprofit association the fiduciary duties of\nloyalty and care.\n(2) A manager shall manage the unincorporated nonprofit association in good faith, in a\nmanner the manager honestly believes to be in the best interests of  the association,\nand with such care, including reasonable inquiry, as a prudent person would\nreasonably exercise in a similar position and under similar circumstances. A\nmanager may rely in good faith upon any opinion, report, statement, or other\ninformation provided by another person that the manager reasonably believes is a\ncompetent and reliable source for the information.\n(3) After full disclosure of all material facts, a specific act or transaction that would\notherwise violate the duty of loyalty by a manager may be authorized or ratified by a\nmajority of the members that are not interested directly or indirectly in the act or\ntransaction.\n(4) A manager that makes a business judgment in good faith satisfies the duties\nspecified in subsection (1) of this section if the manager:\n(a) Is not interested, directly or indirectly, in the subject of the business judgment\nand is otherwise able to exercise independent judgment;\n(b) Is informed with respect to the subject of the business judgment to the extent\nthe manager reasonably believes to be appropriate under the circumstances;\nand\n(c) Believes that the business judgment is in the best interests of the\nunincorporated nonprofit association and in accordance with its purposes.\n(5) The governing principles in a r ecord may limit or eliminate the liability of a\nmanager to the unincorporated nonprofit association or its members for damages for\nany action taken, or for failure to take any action, as a manager, except liability for:\n(a) The amount of financial benefit improperly received by a manager;\n(b) An intentional infliction of harm on the association or one (1) or more of its\nmembers;\n(c) An intentional violation of criminal law;\n(d) Breach of the duty of loyalty; or\n(e) Improper distributions.","path":["KRS Chapter 273A"],"source_url":"https://apps.legislature.ky.gov/law/statutes/statute.aspx?id=44344","current_through":"Includes enactments through the 2026 Regular Session","vintage":"09/05/2026","retrieved_at":"2026-09-05T20:53:26Z","sha256":"1eaaf383697483fc4b202c40dad9a7401306adfb16ef3eec81002d8d1364560c","source_id":"us-ky","stale":false,"prev":"us-ky/krs-273a.095","next":"us-ky/krs-273a.105"},"notice":"GroundRules: Original legal text. Not legal advice."}