Section 9129 - Duties of managers(a)Duty of care.-- (1) A manager shall manage the nonprofit association:(ii) in a manner the manager reasonably believes to be in the best interests of the nonprofit association; and(iii) with such care, including reasonable inquiry, as a prudent person would reasonably exercise in a similar position and under similar circumstances.(2) A manager may rely in good faith on any opinion, report, statement or other information provided by another person that the manager reasonably believes is a competent and reliable source for the information.(b)Conflicts of interest.--- (1) A manager owes a fiduciary duty of loyalty to the nonprofit association with respect to the responsibilities of the manager.(2) After full disclosure of all material facts, a specific act or transaction that would otherwise violate the duty of loyalty by a manager may be authorized or ratified by a majority of the members that are not interested directly or indirectly in the act or transaction.(c)Presumption.--A manager that makes a judgment in good faith satisfies the duties specified in subsection (a) if the manager: (1) is not interested, directly or indirectly, in the subject of the judgment and is otherwise able to exercise independent judgment;(2) is informed with respect to the subject of the judgment to the extent the manager reasonably believes to be appropriate under the circumstances; and(3) believes that the judgment is in, or not opposed to, the best interests of the nonprofit association.(d)Limitation of liability.-- (1) Except as set forth in paragraph (2), the governing principles in record form may provide that a manager shall not be personally liable, as a manager, for monetary damages for any action taken unless: (i) the manager has breached or failed to perform the manager's duties under this chapter; and(ii) the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness.(2) Paragraph (1) shall not apply to: (i) the responsibility or liability of a managerunder a criminal statute; or(ii) the liability of the manager for the payment of taxes under Federal, State or local law.Added by P.L. 476 2013 No. 67, § 50, eff. 9/7/2013.