Oklahoma Code § 18-2016

§ 18-2016.

Managers - Duties - Good faith - Liability.

MANAGERS – DUTIES – GOOD FAITH – LIABILITY

Subject to the provisions of Section 2017 of this title:

1. A manager shall discharge the duties as a manager in good

faith, with the care an ordinary prudent person in a like position

could exercise under similar circumstances, and in the manner the

manager reasonably believes to be in the best interests of the

limited liability company;

2. In discharging the duties, a manager may rely on

information, opinions, reports or statements including financial

statements and other financial data, if prepared or presented by:

a.

one or more employees of the limited liability company

whom the manager reasonably believes to be reliable

and competent in the matters presented,

b.

legal counsel, public accountants, or other persons as

to matters the manager reasonably believes are within

the person’s professional or expert competence, or

c.

a committee of managers of which the manager is not a

member if the manager reasonably believes the

committee merits confidence;

A manager is not acting in good faith if the manager has

knowledge concerning the matter in question that makes reliance

otherwise permitted by this paragraph unwarranted;

3. Unless otherwise provided in the operating agreement, a

manager has the power and authority to delegate to one or more other

persons any or all of the manager’s rights, powers and duties to

manage and control the business and affairs of the limited liability

company. Any delegation may be to the agents, officers and

Oklahoma Statutes - Title 18. Corporations

employees of a manager of the limited liability company, and by a

management agreement or another agreement with, or otherwise to,

other persons. A delegation may be irrevocable if it states that it

is irrevocable. The delegation by a manager shall not cause the

manager to cease to be a manager of the limited liability company or

cause the delegate to be a manager of the limited liability company.

No other provision of the Oklahoma Limited Liability Company Act

shall be construed to restrict a manager’s power and authority to

delegate any or all of the manager’s rights, powers and duties to

manage and control the business and affairs of the limited liability

company;

4. A manager is not liable for any action taken as a manager,

or any failure to take any action, if the manager performed the

duties of the office in compliance with the business judgment rule

as applied to directors and officers of a corporation; and

5. Except as otherwise provided in the articles of organization

or operating agreement, every manager must account to the limited

liability company and hold as trustee for it any profit or benefit

derived by the manager without the informed consent of the members

from any transaction connected with the conduct or winding up of the

limited liability company or from any personal use by the manager of

its property.

Added by Laws 1992, c. 148, § 17, eff. Sept. 1, 1992. Amended by

Laws 2001, c. 405, § 32, eff. Nov. 1, 2001; Laws 2021, c. 51, § 20,

eff. Nov. 1, 2021.