LLC.1.3.020 Duties. Unless Otherwise Provided in the Operating Agreement:

(a) No Owner or manager shall act or fail to act in a manner that constitutes any of the following:

(1) A willful failure to deal fairly with the LLC or its Owners in connection with a matter in which the Owner or manager has a material conflict of interest.

(2) A violation of criminal law involving moral turpitude.

(3) A transaction from which the Owner or manager derived an improper personal profit.

(4) Willful misconduct.

(b) Every Owner and manager shall account to the LLC and hold as trustee for it any improper personal profit derived by that Owner or manager without the consent of a majority of the disinterested Owners or managers, or other persons participating in the management of the LLC, from any of the following:

(1) A transaction connected with the organization, conduct, or winding up of the LLC.

(2) A use by an Owner or manager of the property of an LLC, including confidential or proprietary information or other matters entrusted to the person as a result of the person's status as Owner or manager.

(3) Operating Agreement may impose duties on its Owners and managers that are in addition to, but not in abrogation of, those provided in Section LLC.1.3.020(a) above.