1. A member of a member-managed limited liability company owes to the company and, subject to subsection 2 of section 10-32.1-33, the other members the fiduciary duties of loyalty and care stated in subsections 2 and 3. 2. The duty of loyalty of a member in a member-managed limited liability company includes the duties: a. To account to the company and to hold as trustee for it any property, profit, or benefit derived by the member: (1) In the conduct or winding up of the activities of the company; (2) From a use by the member of the property of the company; or (3) From the appropriation of a limited liability company opportunity;
b. To refrain from dealing with the company in the conduct or winding up of the activities of the company as or on behalf of a person having an interest adverse to the company; and c. To refrain from competing with the company in the conduct of the activities of the company before the dissolution of the company. 3. Subject to the business judgment rule, the duty of care of a member of a member-managed limited liability company in the conduct and winding up of the activities of the company is to act with the care that a person in a like position would reasonably exercise under similar circumstances and in a manner the member reasonably believes to be in the best interests of the company. In discharging this duty, a member may rely in good faith on opinions, reports, statements, or other information provided by another person that the member reasonably believes is a competent and reliable source for the information. 4. A member in a limited liability company shall discharge the duties of the member and exercise any rights under this chapter or under the operating agreement consistently with the contractual obligation of good faith and fair dealing, including acting in a manner, in light of the operating agreement, that is honest, fair, and reasonable. 5. It is a defense to a claim under subdivision b of subsection 2, and any comparable claim in equity or at common law that the transaction was fair to the limited liability company. 6. All of the members of a member-managed limited liability company or a manager-managed limited liability company may authorize or ratify, after full disclosure of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty. 7. In a manager-managed limited liability company, the following rules apply: a. Subsections 1, 2, 3, and 5 apply to the manager or managers and not the members. b. The duty stated under subdivision c of subsection 2 continues until winding up is completed. c. Subsection 4 applies to the members and managers. d. Subsection 6 applies only to the members. e. A member does not have any fiduciary duty to the company or to any other member solely by reason of being a member. 8. In a board-managed limited liability company, the following rules apply: a. Subsections 1, 2, 3, and 5 apply to the governors and not the members. b. The duty stated under subdivision c of subsection 2 continues until winding up is completed. c. Subsection 4 applies to the members and governors. d. Subsection 6 applies only to the members. e. A member does not have any fiduciary duty to the company or to any other member solely by reason of being a member.
10-32.1-42. Right of members, managers, governors, and dissociated members to information. 1. In a member-managed or board-managed limited liability company, the following rules apply: a. On reasonable notice, a member may inspect and copy during regular business hours, at a reasonable location specified by the company, any record maintained by the company regarding the activities, financial condition, and other circumstances of the company, to the extent the information is material to the rights and duties of the member under the operating agreement or this chapter. b. The company shall furnish to each member: (1) Without demand, any information concerning the activities, financial condition, and other circumstances of the company which the company knows and is material to the proper exercise of the rights and duties of the member under the operating agreement or this chapter, except to the extent
the company can establish that it reasonably believes the member already knows the information; and (2) On demand, any other information concerning the activities, financial condition, and other circumstances of the company, except to the extent the demand or information demanded is unreasonable or otherwise improper under the circumstances. c. The duty to furnish information under subdivision b also applies to each member to the extent the member knows any of the information described in subdivision b. 2. In a manager-managed limited liability company, the following rules apply: a. The informational rights stated in subsection 1 and the duty stated in subdivision c of subsection 1, apply to the managers or governors and not the members. b. During regular business hours and at a reasonable location specified by the company, a member may obtain from the company and inspect and copy full information regarding the activities, financial condition, and other circumstances of the company as is just and reasonable if: (1) The member seeks the information for a purpose material to the interest of the member as a member; (2) The member makes a demand in a record received by the company, describing with reasonable particularity the information sought and the purpose for seeking the information; and (3) The information sought is directly connected to the purpose of the member. c. Within ten days after receiving a demand pursuant to paragraph 3 of subdivision b, the company shall in a record inform the member that made the demand: (1) Of the information that the company will provide in response to the demand and when and where the company will provide the information; and (2) If the company declines to provide any demanded information, then the reasons of the company for declining. d. Whenever this chapter or an operating agreement provides for a member to give or withhold consent to a matter, before the consent is given or withheld, the company shall, without demand, provide the member with all information that is known to the company and is material to the decision of the member. 3. On ten days' demand made in a record received by a limited liability company, a dissociated member may have access to information to which the person was entitled while a member if the information pertains to the period during which the person was a member, the person seeks the information in good faith, and the person satisfies the requirements imposed on a member by subdivision b of subsection 2. The company shall respond to a demand made pursuant to this subsection in the manner provided in subdivision c of subsection 2. 4. A limited liability company may charge a person that makes a demand under this section the reasonable costs of copying, limited to the costs of labor and material. 5. A member or dissociated member may exercise rights under this section through an agent or, in the case of an individual under legal disability, a legal representative. Any restriction or condition imposed by the operating agreement or under subsection 7 applies both to the agent or legal representative and the member or dissociated member. 6. The rights under this section do not extend to a person as transferee. 7. In addition to any restriction or condition stated in its operating agreement, a limited liability company, as a matter within the ordinary course of its activities, may impose reasonable restrictions and conditions on access to and use of information to be furnished under this section, including designating information confidential and imposing nondisclosure and safeguarding obligations on the recipient. In a dispute concerning the reasonableness of a restriction under this subsection, the company has the burden of proving reasonableness.