Minnesota Statutes Business, Social, and Charitable Organizations (Ch. 300-323A) § 322B.69. Standard of conduct

A manager shall discharge the duties of an office in good faith, in a manner the manager reasonably believes to be in the best interests of the limited liability company, and with the care an ordinarily prudent person in a like position would exercise under similar circumstances.  A person who so performs those duties is not liable by reason of being or having been a manager of the limited liability company.  A person exercising the principal functions of an office or to whom some or all of the duties and powers of an office are delegated pursuant to section 322B.689 is considered a manager for purposes of this section and sections 322B.38 and 322B.699.