(A) A manager of a limited liability company who was appointed in writing and has agreed in writing to serve as a manager and who is also a member or who is serving as the representative of a member owes to the limited liability company and the other members the duties of a manager.
(B) Except as otherwise provided in division (A) of this section, a manager of a limited liability company who is a member or who is serving as the representative of a member owes to the limited liability company and the other members only the duties that would be owed by the member.
Added by 129th General AssemblyFile No.72, HB 48, §1, eff. 5/4/2012.
This section defines the default rules
for the duties owed by a member or member's representative who is serving as a
manager. It does not alter the duties owed by a member in the member's capacity
as a member. This section determines whether the default rule for a particular
manager will be found in § 1705.29 or § 1705.281 ; whichever section
applies, its provisions will state all the fiduciary duties, subject only to
modification as permitted by § 1705.081(B) or
additional duties created by the articles or the operating agreement.
Committee Comment (2012)*
Division (A) establishes the rule that a member or a representative of a member who is appointed in writing and agrees in writing to serve as a manager owes the same duties as would be owed by any other manager. The general statement of those duties is in § 1705.29 , but a manager's duties may be modified in writing within the limits set out in § 1705.081(B) . When the writings required by division (A) of Section 1705.282 are not present, division (B) applies to set the default rule for the duties of the person serving as a manager. Under division (B), the default duties for a member or member's representative acting as a manager are the duties owed by the member. Those duties are set out in § 1705.281 but may be modified within the limits set out in § 1705.081(B) . Variations of those duties are not required to be in writing.
*Comments on 129th General Assembly, HB 48, from the Ohio State Bar Association Corporation Law Committee