N.Y. Ltd. Liab. Co. Law § 409

§ 409. Duties of managers. (a) A manager shall perform his or her\nduties as a manager, including his or her duties as a member of any\nclass of managers, in good faith and with that degree of care that an\nordinarily prudent person in a like position would use under similar\ncircumstances.\n (b) In performing his or her duties, a manager shall be entitled to\nrely on information, opinions, reports or statements, including\nfinancial statements and other financial data, in each case prepared or\npresented by:\n (1) one or more agents or employees of the limited liability company;\n (2) counsel, public accountants or other persons as to matters that\nthe manager believes to be within such person's professional or expert\ncompetence; or\n (3) a class of managers of which he or she is not a member, duly\ndesignated in accordance with the operating agreement of the limited\nliability company, as to matters within its designated authority, which\nclass the manager believes to merit confidence, so long as in so relying\nhe or she shall be acting in good faith and with such degree of care,\nbut he or she shall not be considered to be acting in good faith if he\nor she has knowledge concerning the matter in question that would cause\nsuch reliance to be unwarranted.\n (c) A person who so performs his or her duties in accordance with this\nsection shall have no liability by reason of being or having been a\nmanager of the limited liability company.\n