§ 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.