§ 411. Interested managers. (a) No contract or other transaction
between a limited liability company and one or more of its managers, or
between a limited liability company and any other limited liability
company or other business entity in which one or more of its managers
are managers, directors or officers, or have a substantial financial
interest, shall be either void or voidable for this reason alone or by
reason alone that such manager or managers are present at the meeting of
the managers, or of a class thereof, which approves such contract or
transaction, or that his or her or their votes are counted for such
purpose:

(1) if the material facts as to such manager's interest in such
contract or transaction and as to any such common managership,
directorship, officership or financial interest are disclosed in good
faith or known to the other managers or class of managers, and the
managers or such class approve such contract or transaction by a vote
sufficient for such purpose without counting the vote of such interested
manager or, if the votes of the disinterested managers are insufficient
to constitute an act of the managers pursuant to section four hundred
eight of this article, by unanimous vote of the disinterested managers;
or

(2) if the material facts as to such manager's interest in such
contract or transaction and as to any such common managership,
directorship, officership or financial interest are disclosed in good
faith or known to the members entitled to vote thereon, and such
contract or transaction is approved by vote of such members.

(b) If such good faith disclosure of the material facts as to the
manager's interest in the contract or transaction and as to any such
common managership, directorship, officership or financial interest is
made to the managers or members, or known to the managers or class of
managers or members approving such contract or transaction, as provided
in subdivision (a) of this section, the contract or transaction may not
be avoided by the limited liability company for the reasons set forth in
subdivision (a) of this section. If there was no such disclosure or
knowledge, or if the vote of such interested manager was necessary for
the approval of such contract or transaction at a meeting of the
managers or class of managers at which it was approved, the limited
liability company may avoid the contract or transaction unless the party
or parties thereto shall establish affirmatively that the contract or
transaction was fair and reasonable as to the limited liability company
at the time it was approved by the managers, a class of managers or the
members.

(c) Common or interested managers may be counted in determining the
presence of a quorum at a meeting of the managers or of a class of
managers that approves such contract or transaction.

(d) The operating agreement may contain additional restrictions on
contracts or transactions between a limited liability company and its
managers and may provide that contracts or transactions in violation of
such restrictions shall be void or voidable by the limited liability
company.

(e) Unless otherwise provided in the operating agreement, the managers
shall have authority to fix the compensation of managers for services in
any capacity.