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4-32-404. Limitation of liability and indemnification of members and managers.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-32-404. Limitation of liability and indemnification of members and managers.
An operating agreement which is in writing may:
(1) Eliminate or limit the personal liability of a member or manager for monetary damages for breach of any duty provided for in § 4-32-402; and
(2) Provide for indemnification of a member or manager for judgments, settlements, penalties, fines, or expenses incurred in a proceeding to which a person is a party because the person is or was a member or manager.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-32-404
Stored review status: Historical 2020-11-06 source release; later amendments not reconciled; machine-extracted, not independently legally reviewed; source heading status: text_in_historical_source. A text match is a research starting point; applicability is not established.
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Record provenance
Stable record: arkansas_code:legal_authorities:4-32-404
Source file: gov.ar.code.title.04.odt
Pages: Not recorded – Not recorded
Passage SHA-256: 1f88cc2ce0aac83828f1ca1d85726d356ea847edc0a0d0b5be4ee9a6d99a28bb
Source location: content.xml paragraph 21052
Stored source content
4-32-404. Limitation of liability and indemnification of members and managers.
An operating agreement which is in writing may:
(1) Eliminate or limit the personal liability of a member or manager for monetary damages for breach of any duty provided for in § 4-32-402; and
(2) Provide for indemnification of a member or manager for judgments, settlements, penalties, fines, or expenses incurred in a proceeding to which a person is a party because the person is or was a member or manager.
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Arkansas Code — all titles (historical 2020) · legal_authorities
4-32-402. Duties of managers and members.
Unless otherwise provided in an operating agreement:
(1) A member or manager shall not be liable, responsible, or accountable in damages or otherwise to the limited liability company or to the members of the limited liability company for any action taken or failure to act on behalf of the limited liability company unless the act or omission constitutes gross negligence or willful misconduct;
(2) Every member and manager must account to the limited liability company and hold as trustee for it any profit or benefit derived by that person without the consent of more than one-half (½) by number of the disinterested managers or members, or other persons participating in the management of the business or affairs of the limited liability company, from any transaction connected with the conduct or winding up of the limited liability company or any use by the member or manager of its property, including, but not limited to, confidential or proprietary information of the limited liability company or other matters entrusted to the person as a result of his or her status as manager or member; and
(3) One who is a member of a limited liability company in which management is vested in managers under § 4-32-401 and who is not a manager shall have no duties to the limited liability company or to the other members solely by reason of acting in the capacity of a member.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-32-402
Stored review status: Historical 2020-11-06 source release; later amendments not reconciled; machine-extracted, not independently legally reviewed; source heading status: text_in_historical_source. The source passage cites 4-32-402. This identifies an authority to review, not proof of applicability.