10A-5-4.01
Section 10A-5-4.01 Management of the limited liability company; creation of classes; voting; rights; meetings. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) Unless otherwise stated in the certificate of formation, the management of the limited liability company is vested in its members. Subject to any provisions in the operating agreement or this chapter restricting or enlarging the management rights and duties of any person or group or class of persons, the members shall have the right and authority to manage the business or affairs of the limited liability company and to make all decisions with respect thereto. (b) If the certificate of formation vests management of the limited liability company in one or more managers, then the managers shall have the power to manage the business or affairs of the limited liability company as provided in the operating agreement. Except as otherwise provided in the operating agreement, the managers: (1) Shall be...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5-4.01.htm - 3K - Match Info - Similar pages
11-101A-6
Section 11-101A-6 Board of directors. (a) Each corporation shall be governed by a board of directors composed of the number of directors provided in the certificate of incorporation as most recently amended. Unless provided to the contrary in its certificate of incorporation, all powers of the authority shall be exercised by the board or pursuant to this authorization. Subject to the provisions of subdivision (8) of subsection (b) of Section 11-101A-4, the board shall consist of directors having those qualifications, being elected or appointed by that person or persons, including, without limitation, the board itself, one or more authorizing subdivisions, or other counties and municipalities, and other entities or organizations and in the manner, and serving for the terms of office, all as shall be specified in the certificate of incorporation of the authority. Notwithstanding the foregoing, no fewer than a majority of the directors shall be elected by the governing body or bodies of...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/11-101A-6.htm - 4K - Match Info - Similar pages
10A-5-3.03
to a member-managed company and its other members under this chapter and under the operating agreement and exercise any rights consistently with the obligation of good faith and fair dealing. (i) A member of a member-managed company does not violate a duty or obligation under this chapter or under the operating agreement merely because the member's conduct furthers the member's own interest. (j) This section applies to a person winding up the limited liability company's business as the personal or legal representative of the last surviving member as if the person were a member. (k) If the management of a limited liability company is vested in a manager or managers pursuant to subsection (b) of Section 10A-5-4.01, each of the following applies: (1) The only duty a member who is not also a manager owes to the company or to the other members solely by reason of being a member is to not disclose or otherwise use information described in Sections 10A-1-3.31 and 10A-5-2.06(a), whether...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5-3.03.htm - 7K - Match Info - Similar pages
10A-5A-2.06
Section 10A-5A-2.06 Certificate of existence or qualification. (a) The Secretary of State, upon request and payment of the requisite fee, shall furnish to any person a certificate of existence for a limited liability company if the writings filed in the office of the Secretary of State show that the limited liability company has been formed under the laws of this state. A certificate of existence shall reflect only the information on file with the Secretary of State. A certificate of existence must state: (1) the limited liability company's name; (2) that the limited liability company was formed under the laws of this state, the date of formation, and the filing office in which the certificate of formation was filed; (3) whether the limited liability company has delivered to the Secretary of State for filing a statement of dissolution; (4) whether the limited liability company has delivered to the Secretary of State for filing a certificate of reinstatement; (5) the unique identifying...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-2.06.htm - 3K - Match Info - Similar pages
22-21-316
Section 22-21-316 Board of directors; qualifications; election or appointment; terms; vacancies; reimbursement for expenses; quorum; regular, special and called meetings; waiver of notice; record of proceedings; use as evidence; removal from office. (a) Each authority shall have a board of directors composed of the number of directors provided in the certificate of incorporation, as most recently amended. Unless provided to the contrary in its certificate of incorporation, all powers of the authority shall be exercised, and the authority shall be governed, by the board or pursuant to its authorization. Subject to the provisions of subdivision (9) of subsection (b) of Section 22-21-314, the board shall consist of directors having such qualifications, being elected or appointed by such person or persons (including, without limitation, the board itself, the governing body or bodies of one or more authorizing subdivisions or other counties and municipalities, and other entities or...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/22-21-316.htm - 4K - Match Info - Similar pages
10A-30-2.09
in which the corporation has its registered office or any court in such place having jurisdiction, upon application of any shareholder, may appoint one or more persons to be custodians, and, if the corporation is insolvent, to be receivers, of any close corporation when: (1) Pursuant to Section 10A-30-2.08, the business and affairs of the corporation are managed by the shareholders and they are so divided that the business of the corporation is suffering or is threatened with irreparable injury and any remedy with respect to such deadlock provided in the governing documents or in any written agreement of the shareholders has failed; or (2) The petitioning shareholder has the right to the dissolution of the corporation under a provision of the certificate of formation permitted by Section 10A-30-2.12. (b) In lieu of appointing a custodian for a close corporation under this section, the court may appoint a provisional director, whose powers and status shall be as provided in Section...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-30-2.09.htm - 2K - Match Info - Similar pages
11-89A-6
Section 11-89A-6 Board of directors of authority; election; terms of office; vacancies; qualifications; expenses; meetings; notice and waiver; resolutions; impeachment. (a) Each authority shall have a board of directors composed of the number of directors provided in the certificate of incorporation, as most recently amended; provided, however, that in the case of any authority in existence and incorporated prior to May 11, 1989, the board shall consist of three directors who shall be elected by the governing body of the determining subdivision for staggered terms in accordance with the provisions of law as it existed immediately prior to the aforesaid effective date unless such authority shall otherwise amend its certificate of incorporation pursuant to the provisions of Section 11-89A-5. Unless provided to the contrary in its certificate of incorporation, all powers of the authority shall be exercised, and the authority shall be governed, by the board or pursuant to its...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/11-89A-6.htm - 5K - Match Info - Similar pages
10A-1-3.07
Section 10A-1-3.07 Certificate of existence or registration. Unless provided otherwise in a chapter of this title governing an entity: (a) The Secretary of State, upon request and payment of the requisite fee, shall furnish to any person a certificate of existence for a filing entity if the filing instruments filed with the Secretary of State show that the filing entity has been formed under the laws of this state. A certificate of existence shall reflect only the information on file with the Secretary of State. A certificate of existence must state: (1) the filing entity's name; (2) that the filing entity was formed under the laws of this state and the date of formation; (3) whether the filing entity has delivered to the Secretary of State for filing a certificate of dissolution; (4) whether the filing entity has delivered to the Secretary of State for filing a certificate of reinstatement; (5) the unique identifying number or other designation of the filing entity as assigned by the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-1-3.07.htm - 3K - Match Info - Similar pages
5-17-8
Section 5-17-8 Reports to Administrator of Alabama Credit Union Administration; powers of administrator. (a) Credit unions shall report to the Administrator of the Alabama Credit Union Administration at least annually on or before January 31 in such manner and form as required by the administrator for that purpose. Additional reports may be required. Credit unions shall be examined at least every 18 months by employees of the administration or by other persons designated by the administrator. For failure to file reports when due, unless excused for cause by the administrator, the credit union shall pay to the State Treasurer five dollars ($5) for each day of its delinquency. (b) If the administrator determines that the credit union is violating this chapter, or is insolvent, the administrator may suspend operations of the credit union by issuing an order requiring that the credit union cease operations pending a hearing on the revocation of the certificate of approval, or the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/5-17-8.htm - 13K - Match Info - Similar pages
45-37-90.03
Section 45-37-90.03 Civic Center Authority - Creation; composition. (a) There is established in the county a public corporation for the purposes hereinafter specified, which corporation shall be vested with the powers conferred upon it by this part. The public corporation is at times hereinafter referred to as the authority. (b) Subject to the conditions and qualifications hereinafter stated, the name of the corporation shall be Civic Center Authority of the Cities and County of ___ County (in the blank space will be inserted the name of the county). The board of directors of the authority may choose some name other than that above specified at any time it elects to do so. If the board of directors chooses any other name there shall be filed for record in the office of the judge of probate of the county a copy of the resolution of the board of directors stating the name adopted by the authority, which resolution shall be followed by a certificate signed by the chair of the board...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/45-37-90.03.htm - 7K - Match Info - Similar pages
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