Virginia Code 13.1-1024.1: General standards of conduct for a manager.
A. A manager shall discharge his or its duties as a manager in accordance with the manager’s good faith business judgment of the best interests of the limited liability company.
Terms Used In Virginia Code 13.1-1024.1
- managers: means a person or persons designated by the members of a limited liability company to manage the limited liability company as provided in the articles of organization or an operating agreement. See Virginia Code 13.1-1002
- Member: means a person that has been admitted to membership in a limited liability company as provided in § Virginia Code 13.1-1002
- Person: includes a protected series. See Virginia Code 13.1-1002
B. Unless a manager has knowledge or information concerning the matter in question that makes reliance unwarranted, a manager is entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, if prepared or presented by:
1. One or more managers or employees of the limited liability company whom the manager believes, in good faith, to be reliable and competent in the matters presented;
2. Legal counsel, public accountants, or other persons as to matters the manager believes, in good faith, are within the person‘s professional or expert competence; or
3. A committee of the managers of which the manager is not a member if the manager believes, in good faith, that the committee merits confidence.
C. A person alleging a violation of this section has the burden of proving the violation.
D. For the purposes of this section only, the term “manager” shall be deemed to include any member that is participating in the management of the limited liability company.
1992, c. 574.