                                 CODE OF VIRGINIA

GENERAL STANDARDS OF CONDUCT FOR A MANAGER (§ 13.1-1024.1)

A. A manager shall discharge his or its duties as a manager in accordance with
the manager&#8217;s good faith business judgment of the best interests of the
limited liability company.

B. Unless a manager has knowledge or information concerning the matter in
question that makes reliance unwarranted, a manager is entitled to rely on
information, opinions, reports or statements, including financial statements and
other financial data, if prepared or presented by:

   1. One or more managers or employees of the limited liability company whom the
   manager believes, in good faith, to be reliable and competent in the matters
   presented;

   2. Legal counsel, public accountants, or other persons as to matters the
   manager believes, in good faith, are within the person&#8217;s professional or
   expert competence; or

   3. A committee of the managers of which the manager is not a member if the
   manager believes, in good faith, that the committee merits confidence.

C. A person alleging a violation of this section has the burden of proving the
violation.

D. For the purposes of this section only, the term &#8220;manager&#8221; shall
be deemed to include any member that is participating in the management of the
limited liability company.

HISTORY: 1992, c. 574.