Oklahoma § 18-2063

§ 18-2063.

Duties of members or managers.

Oklahoma Statutes - Title 18. Corporations

DUTIES OF MEMBERS OR MANAGERS.

A. The members or managers or other persons with authority to

manage or direct the business and affairs of a public benefit

limited liability company shall manage or direct the business and

affairs of the public benefit limited liability company in a manner

that balances the pecuniary interests of the members, the best

interests of those materially affected by the limited liability

company's conduct, and the specific public benefit or public

benefits set forth in its articles of organization. Unless

otherwise provided in an operating agreement, no member, manager or

other person with authority to manage or direct the business and

affairs of the public benefit limited liability company shall have

any liability for monetary damages for the failure to manage or

direct the business and affairs of the public benefit limited

liability company as provided in this subsection.

B. A member or manager of a public benefit limited liability

company or any other person with authority to manage or direct the

business and affairs of the public benefit limited liability company

shall not, by virtue of the public benefit provisions or subsection

B of Section 23 of this act, have any duty to any person on account

of any interest of such person in the public benefit or public

benefits set forth in its articles of organization or operating

agreement or on account of any interest materially affected by the

limited liability company's conduct and, with respect to a decision

implicating the balance requirement in subsection A of this section,

will be deemed to satisfy such person's fiduciary duties to members

and the limited liability company if such person's decision is both

informed and disinterested and not such that no person of ordinary,

sound judgment would approve.

Added by Laws 2021, c. 51, § 25, eff. Nov. 1, 2021.