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10A-2A-8.50
request as a director, officer, manager, partner, trustee, employee, or agent of another entity
or employee benefit plan. A director or officer is considered to be serving an employee benefit
plan at the corporation's request if the individual's duties to the corporation also impose
duties on, or otherwise involve services by, the individual to the plan or to participants
in or beneficiaries of the plan. "Director" or "officer" includes, unless
the context requires otherwise, the estate or personal representative of a director
or officer. (3) "Liability" means the obligation to pay a judgment, settlement,
penalty, fine (including an excise tax assessed with respect to an employee benefit plan),
or expenses incurred with respect to a proceeding. (4) "Official capacity" means:
(i) when used with respect to a director, the office of director in a corporation; and (ii)
when used with respect to an officer, as contemplated in Section 10A-2A-8.56, the office in
a corporation held by the...
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10A-5A-2.05
Section 10A-5A-2.05 Execution of documents - Unsigned documents. (a) If a person required by
this chapter to sign a writing or deliver a writing to a filing officer for filing under this
chapter does not do so, any other person that is aggrieved by that failure may petition the
designated court, and if none, the circuit court for the county in which the limited liability
company's principal office within this state is located, and if the limited liability company
does not have a principal office within this state then the circuit court for the county in
which the limited liability company's most recent registered office is located, to order:
(1) the person to sign the writing; (2) the person to deliver the writing to the filing officer
for filing; or (3) the filing officer to file the writing unsigned. (b) If a petitioner under
subsection (a) is not the limited liability company or foreign limited liability company to
whom the writing pertains, the petitioner shall make the limited...
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19-3-120.2
Section 19-3-120.2 Standards for fiduciary investment and management. (a) When investing, reinvesting,
purchasing, acquiring, exchanging, selling and managing property for the benefit of another,
a trustee, executor, administrator, guardian, conservator or other fiduciary, other than a
trustee governed by Chapter 3B, shall act with the care, skill, prudence, and diligence under
the circumstances then prevailing that a prudent person acting in a like capacity and familiar
with such matters would use to attain the purposes of the account. In making investment decisions,
a fiduciary shall consider the role that the investment plays within the account's overall
portfolio of assets and may consider the general economic conditions, the anticipated tax
consequences of the investment, the anticipated duration of the account and the needs of the
beneficiaries of the account. (b) The propriety of an investment decision is to be determined
by what a fiduciary knew or should have known at the time...
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22-30E-8
Section 22-30E-8 Criteria for qualification for limitation of liability. (a) To qualify for
a limitation of liability as provided in subsection (a) of Section 22-30E-9, an applicant
shall meet all the following criteria: (1) The applicant shall not be a responsible person,
as defined in Section 22-30E-3, at the qualifying property. (2) Where the applicant is an
individual, the individual shall not: Be a relative by blood within the third degree of consanguinity
or by marriage; be an employee, shareholder, officer, or agent; or otherwise be affiliated
with a current owner of the subject property or any responsible person on the subject property.
(3) Where the applicant is a corporation or other legal entity, the corporation must not:
Be a current or former subsidiary, division, parent company, or partner; or be the employer
or former employer of the current owner; or be any responsible person on the subject property.
(4) The applicant shall be in good standing with respect to any order,...
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27-24-2
Section 27-24-2 Sole surety - Corporations. Except as provided in Section 27-24-4, whenever
any person or corporation is, or may be, required or permitted to execute bond or other undertaking,
of whatsoever nature, with surety, or sureties, for the faithful discharge or performance
of the duties of any state, county, municipal, precinct, township, district, or corporate
office or position or of any position of public or private trust or employment for the faithful
discharge or performance of any duty or for the doing or not doing of anything in such bond
or undertaking specified or when any person or corporation is required or permitted to execute
any bond or other undertaking, of whatsoever nature, with surety or sureties, in any judicial
proceeding or as guardian, executor, administrator, receiver, assignee, or trustee, the court,
officer, or person having authority or charged with the duty of approving such bond or undertaking
may, if such bond or undertaking is otherwise...
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6-7-103
Section 6-7-103 Action for improper appointment of guardians ad litem; statute of limitations
thereon; liability for suggestion of appointment by plaintiff, etc. (a) Any judge, register,
clerk, or other officer who shall knowingly appoint any person as guardian ad litem for any
infant or non compos mentis in violation of the provisions of the Alabama Rules of Civil Procedure,
shall be liable to a penalty of $200, which may be recovered by such infant or non compos
mentis, or his next friend suing for him, in an action in any court having jurisdiction of
civil actions for such amount. Such a claim shall not be barred by the statute of limitations
until after two years after the arrival of the infant at the age of 19 years or the restoration
of the non compos mentis to sanity. (b) Any plaintiff or petitioner, his attorney, or counsel,
or any person for him who shall suggest or nominate a guardian ad litem in any action commenced
by such plaintiff or petitioner shall be liable to the same...
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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...
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11-89B-2
Section 11-89B-2 Form, terms, denominations, etc. of bonds; execution and delivery; interest;
sale; issuance of refunding bonds; liability on bonds; source of payment; use of proceeds;
mortgage, deed of trust, etc., containing certain agreements. All bonds issued pursuant to
the provisions of this chapter shall be signed by the chairman of the board of directors or
other governing body or other chief executive officer of such public corporation and attested
by its secretary and the seal of such public corporation shall be affixed thereto; provided,
that a facsimile of the signatures of both of the officers whose signatures will appear on
the bonds may be imprinted or otherwise reproduced thereon in lieu of being manually signed
if the proceedings in which the bonds are authorized to be issued provide for the manual authentication
of such bonds by a trustee, registrar or paying agent; provided further, that a facsimile
of the seal of such public corporation may be imprinted or otherwise...
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19-3A-102
chapter, the following terms are defined as follows: (1) ACCOUNTING PERIOD. A calendar year
unless another 12-month period is selected by a fiduciary. The term includes a portion of
a calendar year or other 12-month period that begins when an income interest begins or ends
when an income interest ends. (2) BENEFICIARY. Includes, in the case of a decedent's estate,
an heir, legatee, and devisee and, in the case of a trust, an income beneficiary and a remainder
beneficiary. (3) FIDUCIARY. A personal representative or a trustee. The term includes
an executor, administrator, successor personal representative, special administrator,
and a person performing substantially the same function. (4) INCOME. Money or property that
a fiduciary receives as current return from a principal asset. The term also includes a portion
of receipts from a sale, exchange, or liquidation of a principal asset, to the extent provided
in Article 4. (5) INCOME BENEFICIARY. A person to whom net income of a trust is...
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19-3B-202
Section 19-3B-202 Jurisdiction over trustee and beneficiary. (a) A trustee submits personally
to the jurisdiction of the courts of this state regarding any matter involving a trust: (1)
by accepting the trusteeship of a trust whose settlor was a resident of this state at the
time of the trust's creation, or in the case of testamentary trusts, the settlor was a resident
of this state at death; (2) by accepting the trusteeship of a trust having its principal place
of administration in this state; or (3) by moving the principal place of administration of
the trust to this state. Notwithstanding the foregoing, subsection (a)(1) shall not apply
if the settlor designates the law of a jurisdiction other than this state to govern the trust.
(b) With respect to their interests in the trust, the beneficiaries of a trust having its
principal place of administration in this state are subject to the jurisdiction of the courts
of this state regarding any matter involving the trust. By accepting a...
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