Nevada § 81.840 - Duties of managers

§ 81.840. Duties of managers

1. A manager owes to the unincorporated nonprofit association and to its members the

fiduciary duties of loyalty and care. 2. A manager shall manage the unincorporated nonprofit association in good faith,

in a manner the manager reasonably believes to be in the best interests of the association,

and with such care, including reasonable inquiry, as a prudent person would reasonably

exercise in a similar position and under similar circumstances. A manager may rely in good faith upon 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. 3. 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. 4. A manager that makes a business judgment in good faith satisfies the duties specified

in subsection 1 if the manager: (a) Is not interested, directly or indirectly, in the subject of the business judgment

and is otherwise able to exercise independent judgment; (b) Is informed with respect to the subject of the business judgment to the extent

the manager reasonably believes to be appropriate under the circumstances; and (c) Believes that the business judgment is in the best interests of the unincorporated

nonprofit association and in accordance with its purposes. 5. The governing principles in a record may limit or eliminate the liability of a

manager to the unincorporated nonprofit association or its members for damages for

any action taken, or for failure to take any action, as a manager, except liability

for: (a) The amount of financial benefit improperly received by a manager; (b) An intentional infliction of harm on the association or one or more of its members; (c) An intentional violation of criminal law; (d) Breach of the duty of loyalty; or (e) Improper distributions.