(a) A manager owes to the unincorporated nonprofit association and to its members the fiduciary duties of loyalty and care.
(b) A manager shall manage the unincorporated nonprofit association in good faith, in a manner the manager reasonably believes to be in the best interests of the association, and with such care, including reasonable inquiry, as a prudent person would reasonably exercise in a similar position and under similar circumstances. A manager may rely in good faith upon any opinion, report, statement, or other information provided by another person that the manager reasonably believes is a competent and reliable source for the information.
(c) After full disclosure of all material facts, a specific act or transaction that would otherwise violate the duty of loyalty by a manager may be authorized or ratified by a majority of the members that are not interested directly or indirectly in the act or transaction.
(d) A manager that makes a business judgment in good faith satisfies the duties specified in subsection (a) if the manager:
(1) is not interested, directly or indirectly, in the subject of the business judgment and is otherwise able to exercise independent judgment;
(2) is informed with respect to the subject of the business judgment to the extent the manager reasonably believes to be appropriate under the circumstances; and
(3) believes that the business judgment is in the best interests of the unincorporated nonprofit association and in accordance with its purposes.
(e) The governing principles in a record may limit or eliminate the liability of a manager to the unincorporated nonprofit association or its members for damages for any action taken, or for failure to take any action, as a manager, except liability for:
(1) the amount of financial benefit improperly received by a manager;
(2) an intentional infliction of harm on the association or one or more of its members;
(3) an intentional violation of criminal law;
(4) breach of the duty of loyalty; or
(5) improper distributions.
Structure Arkansas Code
Title 4 - Business and Commercial Law
Subtitle 3 - Corporations and Associations
Chapter 28 - Nonprofit Organizations
Subchapter 6 - Revised Uniform Unincorporated Nonprofit Association Act
§ 4-28-603. Relation to other law
§ 4-28-605. Legal entity; Perpetual existence; Powers
§ 4-28-606. Ownership and transfer of property
§ 4-28-607. Statement of authority as to real property
§ 4-28-609. Assertion and defense of claims
§ 4-28-610. Effect of judgment or order
§ 4-28-611. Appointment of agent to receive service of process
§ 4-28-612. Service of process
§ 4-28-613. Action or proceeding not abated by change
§ 4-28-616. Approval by members
§ 4-28-617. Meetings of members; Voting, notice, and quorum requirements
§ 4-28-619. Admission, suspension, dismissal, or expulsion of members
§ 4-28-620. Member's resignation
§ 4-28-621. Membership interest not transferable
§ 4-28-622. Selection of managers; Management rights of managers
§ 4-28-623. Duties of managers
§ 4-28-624. Notice and quorum requirements for meetings of managers
§ 4-28-625. Right of member or manager to information
§ 4-28-626. Distributions prohibited; Compensation and other permitted payments
§ 4-28-627. Reimbursement; Indemnification; Advancement of expenses
§ 4-28-629. Winding up and termination
§ 4-28-631. Transition concerning real and personal property
§ 4-28-632. Uniformity of application and construction
§ 4-28-633. Relation to Electronic Signatures in Global and National Commerce Act