§ 8943. Duties of managers and members.
(a) Companies without managers.--If the certificate of organization does not provide that the limited liability company shall be managed by managers, every member must account to the company for any benefit and hold as trustee for it any profits derived by him without the consent of the other members from any transaction connected with the organization, conduct or winding up of the company or any use by him of its property. This subsection may not be varied by any provision of the certificate of organization or operating agreement.
(b) Companies with managers.--If the certificate of organization provides that the company shall be managed by one or more managers:
(1) Sections 1711 (relating to alternative provisions) through 1717 (relating to limitation on standing) shall be applicable to representatives of the company. A written provision of the operating agreement may increase, but not relax, the duties of representatives of the company to its members under those sections. For purposes of applying the provisions of those sections, references to the "articles of incorporation," "bylaws," "directors" and "shareholders" shall mean the certificate of organization, operating agreement, managers and members, respectively.
(2) A member who is not a manager shall have no duties to the company or to the other members solely by reason of acting in his capacity as a member.
(June 22, 2001, P.L.418, No.34, eff. 60 days)
2001 Amendment. Act 34 amended subsec. (b).
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