{"data":{"id":"us-ok/okla.-stat.-tit.-18-18-2016","jurisdiction":"us-ok","citation":"Okla. Stat. tit. 18, § 18-2016","heading":"Managers - Duties - Good faith - Liability","body":"MANAGERS – DUTIES – GOOD FAITH – LIABILITY\n\nSubject to the provisions of Section 2017 of this title:\n\n1. A manager shall discharge the duties as a manager in good\n\nfaith, with the care an ordinary prudent person in a like position\n\ncould exercise under similar circumstances, and in the manner the\n\nmanager reasonably believes to be in the best interests of the\n\nlimited liability company;\n\n2. In discharging the duties, a manager may rely on\n\ninformation, opinions, reports or statements including financial\n\nstatements and other financial data, if prepared or presented by:\n\na. one or more employees of the limited liability company\n\nwhom the manager reasonably believes to be reliable\n\nand competent in the matters presented,\n\nb. legal counsel, public accountants, or other persons as\n\nto matters the manager reasonably believes are within\n\nthe person’s professional or expert competence, or\n\nc. a committee of managers of which the manager is not a\n\nmember if the manager reasonably believes the\n\ncommittee merits confidence;\n\nA manager is not acting in good faith if the manager has\n\nknowledge concerning the matter in question that makes reliance\n\notherwise permitted by this paragraph unwarranted;\n\n3. Unless otherwise provided in the operating agreement, a\n\nmanager has the power and authority to delegate to one or more other\n\npersons any or all of the manager’s rights, powers and duties to\n\nmanage and control the business and affairs of the limited liability\n\ncompany. Any delegation may be to the agents, officers and\n\nemployees of a manager of the limited liability company, and by a\n\nmanagement agreement or another agreement with, or otherwise to,\n\nother persons. A delegation may be irrevocable if it states that it\n\nis irrevocable. The delegation by a manager shall not cause the\n\nmanager to cease to be a manager of the limited liability company or\n\ncause the delegate to be a manager of the limited liability company.\n\nNo other provision of the Oklahoma Limited Liability Company Act\n\nshall be construed to restrict a manager’s power and authority to\n\ndelegate any or all of the manager’s rights, powers and duties to\n\nmanage and control the business and affairs of the limited liability\n\ncompany;\n\n4. A manager is not liable for any action taken as a manager,\n\nor any failure to take any action, if the manager performed the\n\nduties of the office in compliance with the business judgment rule\n\nas applied to directors and officers of a corporation; and\n\n5. Except as otherwise provided in the articles of organization\n\nor operating agreement, every manager must account to the limited\n\nliability company and hold as trustee for it any profit or benefit\n\nderived by the manager without the informed consent of the members\n\nfrom any transaction connected with the conduct or winding up of the\n\nlimited liability company or from any personal use by the manager of\n\nits property.","path":["OK Code","Title 18"],"source_url":"https://www.oklegislature.gov/OK_Statutes/CompleteTitles/os18.pdf","current_through":"2026-08-14","vintage":"open-us-law v2026.08, retrieved 2026-09-14","retrieved_at":"2026-09-14T18:32:36Z","sha256":"c3555f40e542a77894fe0601cbea145b9205fc3bc447051835856cdd2295c775","source_id":"us-ok","stale":false,"prev":"us-ok/okla.-stat.-tit.-18-18-2015","next":"us-ok/okla.-stat.-tit.-18-18-2017"},"notice":"GroundRules: Original legal text. Not legal advice."}