Ohio § 1706.31

§ 1706.31.

(A) Unless either a written operating agreement for the limited liability company or

a written agreement with a member establishes additional fiduciary duties, in the

event that there have been designated one or more managers to supervise or manage

the activities or affairs of the limited liability company, the only obligation a

member owes, in the member's capacity as a member, to the limited liability company

and the other members is to discharge the member's duties and obligations under this

chapter and the operating agreement in accordance with division (E) of this section.  Divisions (C) and (D) of this section shall not apply to such a member. (B) Unless either a written operating agreement for the limited liability company or

a written agreement with a member establishes additional fiduciary duties or the duties

of the member have been modified, waived, or eliminated as contemplated by section 1706.08 of the Revised Code , in the event that there have not been designated one or more managers to supervise

or manage the activities of the limited liability company, the only fiduciary duties

a member owes to the limited liability company and the other members is the duty of

loyalty and the duty of care set forth in divisions (C) and (D) of this section. (C) A member's duty of loyalty to the limited liability company and the other members

is limited to the following: (1) To account to the limited liability company and hold for it any property, profit,

or benefit derived by the member in the conduct and winding up of the limited liability

company business or derived from a use by the member of limited liability company

property or from the appropriation of a limited liability company opportunity; (2) To refrain from dealing with the limited liability company in the conduct or winding

up of the limited liability company business as or on behalf of a party having an

interest adverse to the limited liability company. (D) A member's duty of care to the limited liability company and the other members in

the conduct and winding up of the limited liability company business is limited to

refraining from engaging in grossly negligent or reckless conduct, intentional misconduct,

or a knowing violation of law. (E) A member shall discharge the member's duties to the limited liability company and

the other members under this chapter and under the operating agreement and exercise

any rights consistent with the implied covenant of good faith and fair dealing. (F) A member does not violate a duty or obligation under this chapter or under the operating

agreement merely because the member's conduct furthers the member's own interest. (G) All the members of a 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.  It is a defense to a claim under division (C)(2) of this section and any comparable

claim in equity or at common law that the transaction was fair to the limited liability

company.  If, as permitted, by this division or the limited liability company's operating

agreement, a member enters into a transaction with a limited liability company that

otherwise would be prohibited by division (C)(2) of this section, the member's rights

and obligations arising from the transaction are the same as those of a person that

is not a member. (H) This section applies to a person winding up the limited liability company business

as the personal or legal representative of the last surviving member as if the person

were a member.