Section 304-C:110 - Duty of Loyalty-in GeneralI. Unless the operating agreement provides otherwise, managers shall owe a duty of loyalty to the limited liability company and to the members.II. For purposes of this act, the duty of loyalty of managers shall mean their duty to act in a manner that they reasonably believe to be in the best interest of the limited liability company. III. Unless the operating agreement provides otherwise, the duty of loyalty of a manager shall include: (a) A duty not to compete against the limited liability company;(b) A duty not to engage in self-interested transactions with the limited liability company; (c) A duty not to usurp business opportunities of the limited liability company;(d) A duty to maintain the confidentiality of confidential limited liability company information;(e) A duty to disclose to the members with reasonable promptness material information of which the manager becomes aware concerning the limited liability company;(f) A duty to use limited liability company property only for the benefit of the limited liability company;(g) A duty to avoid improper personal benefits, including excessive compensation for services to or for the limited liability company; and(h) A duty to act toward the limited liability company with fiduciary good faith. IV. Fiduciary good faith includes the avoidance of conduct that the manager knows will inflict injury: (a) On the limited liability company; or(b) On its members in their capacity as members.V. However, unless the operating agreement provides otherwise, a member or manager shall not be subject to a duty set forth in this section if: (a) The member or manager discloses the material facts concerning an action which the member or manager wants to take that may breach the duty; and(b) Before the member or manager takes the action, it is approved by majority vote of the disinterested members.Entire chapter added by 2012, 232:2, eff. 1/1/2013. 2012, 232:2, eff. Jan. 1, 2013.