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10A-17-1.02
Section 10A-17-1.02 Definitions. In this chapter: (1) "Member" means a person who,
under the rules or practices of a nonprofit association, may participate in the selection
of persons authorized to manage the affairs of the nonprofit association or in the development
of policy of the nonprofit association. (2) "Nonprofit association" means an unincorporated
organization consisting of two or more members joined by mutual consent as an association
for a stated common, nonprofit purpose, but does not include a limited liability company,
general partnership, or limited partnership. In addition, joint tenancy, tenancy in common,
or tenancy by the entireties does not by itself establish a nonprofit association, even if
the co-owners share use of the property for a nonprofit purpose. (3) "Nonprofit purpose"
shall be any purpose for which a nonprofit corporation could be organized under the Alabama
Nonprofit Corporation Act, as amended, and where no part of income or profit is distributable
to...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-17-1.02.htm - 1K - Match Info - Similar pages
10A-17-1.07
Section 10A-17-1.07 Liability in tort and contract. (a) A nonprofit association is a legal
entity separate from its members for the purposes of determining and enforcing rights, duties,
and liabilities in contract and tort. (b) A person is not liable for a breach of a nonprofit
association's contract merely because the person is a member, is authorized to participate
in the management of the affairs of the nonprofit association, or is a person considered to
be a member by the nonprofit association. (c) A person is not liable for a tortious act or
omission for which a nonprofit association is liable merely because the person is a member,
is authorized to participate in the management of the affairs of the nonprofit association,
or is a person considered to be a member by the nonprofit association. (d) A tortious act
or omission of a member or other person for which a nonprofit association is liable is not
imputed to a person merely because the person is a member of the nonprofit...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-17-1.07.htm - 1K - Match Info - Similar pages
10A-5A-1.09
Section 10A-5A-1.09 Limited liability company agreement - Effect on limited liability company
and persons admitted as members. (a) A limited liability company is bound by and may enforce
the limited liability company agreement, whether or not the limited liability company has
itself manifested assent to the limited liability company agreement. (b) A person that is
admitted as a member of a limited liability company becomes a party to and assents to the
limited liability company agreement except as provided in Section 10A-5A-4.04(c). (c) Two
or more persons intending to be the initial members of a limited liability company may make
an agreement providing that upon the formation of the limited liability company, the agreement
will become the limited liability company agreement. One person intending to be the initial
member of a limited liability company may assent to terms providing that upon the formation
of the limited liability company the terms will become the limited liability...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-1.09.htm - 1K - Match Info - Similar pages
10A-5A-8.01
Section 10A-5A-8.01 Special rules for limited liability companies performing professional services.
(a) A limited liability company shall have the power to render professional services if it
complies with the rules of the licensing authority for such profession. (b) Every individual
who renders professional services as a member or as an employee of a limited liability company
shall be liable for any negligent or wrongful act or omission in which the individual personally
participates to the same extent the individual would be liable if the individual rendered
the services as a sole practitioner. (c) Except as otherwise provided in subsection (b), the
personal liability of a member of any limited liability company engaged in providing professional
services shall be governed by Section 10A-5A-3.01. (d) The personal liability of a member,
manager, or employee of a foreign limited liability company engaged in providing professional
services shall be determined under the law of the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-8.01.htm - 2K - Match Info - Similar pages
10A-5-6.01
Section 10A-5-6.01 Admission of additional members. REPEALED IN THE 2014 REGULAR SESSION BY
ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) After the filing of a limited liability company's
original certificate of formation, additional members may be admitted as follows: (1) In the
case of a member acquiring an interest directly from the limited liability company, upon compliance
with the operating agreement or, if the operating agreement does not provide for the admission
of additional members, with the written consent of all members. (2) In the case of an assignee
of an interest of a member, by complying with Section 10A-5-6.03. (b) The effective time of
admission of a member to a limited liability company shall be the later of: (1) The date the
limited liability company is formed. (2) The time provided in the operating agreement, or
if no time is provided, then when the person's admission is reflected in the records of the
limited liability company. (Acts 1993, No. 93-724, p. 1425,...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5-6.01.htm - 1K - Match Info - Similar pages
10A-5A-7.03
Section 10A-5A-7.03 Right to wind up activities and affairs. (a) The person or persons designated
in the limited liability company agreement to wind up the activities and affairs of the dissolved
limited liability company shall wind up the activities and affairs of the limited liability
company in accordance with Section 10A-5A-7.02. If no person or persons are designated in
the limited liability company agreement to wind up the activities and affairs of the dissolved
limited liability company, then the remaining members of the dissolved limited liability company
shall wind up the activities and affairs of the limited liability company in accordance with
Section 10A-5A-7.02. If no person or persons are designated in the limited liability company
agreement to wind up the activities and affairs of the dissolved limited liability company
and there are no remaining members of the dissolved limited liability company, then all of
the holders of the transferable interests of the limited...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-7.03.htm - 2K - Match Info - Similar pages
9-4-15
Section 9-4-15 Contracts between survey or board and faculty members or students - Required;
approval. In order to secure the services of any person who is qualified under the terms of
Sections 9-4-14 through 9-4-19 to do research or experimental or promotional work for the
Geological Survey of Alabama or the State Oil and Gas Board, such persons so retained or hired
shall be required to enter into an agreement in writing with said survey or board, which agreement,
before it becomes binding upon either party, shall be first approved in writing by the State
Personnel Department. In the event the services of a faculty member are secured, the contract,
as specified in this section, before it becomes binding shall first be approved in writing
by the president of the institution in which such faculty member is associated in his official
capacity as a faculty member; and, in the event the services of a student are secured, the
contract, as specified in this section, before it becomes binding...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/9-4-15.htm - 1K - Match Info - Similar pages
10A-5-4.04
Section 10A-5-4.04 Derivative actions. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144
EFFECTIVE JANUARY 1, 2017. (a) A member may bring an action in the right of a limited liability
company to recover a judgment in its favor if the members or managers with authority to do
so have refused to bring the action or if an effort to cause those members or managers to
bring the action is not likely to succeed. (b) In a derivative action, the plaintiff shall
be a member (1) at the time of bringing the action or have succeeded to the right of a member
by operation of law or pursuant to the terms of the operating agreement from a person who
was a member and (2) at the time of the transaction of which he or she complains. (c) In a
derivative action, the complaint shall set forth with particularity the effort of the plaintiff
to secure initiation of the action by the members or managers with authority to do so, or
the reasons for not making the effort. (d) If a derivative action is...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5-4.04.htm - 1K - Match Info - Similar pages
10A-5-1.04
Section 10A-5-1.04 Indemnification. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE
JANUARY 1, 2017. Unless its certificate of formation provides otherwise, every limited liability
company has the power to indemnify a member, manager, or employee or former member, manager,
or employee of the limited liability company against expenses actually and reasonably incurred
in connection with the defense of an action, suit, or proceeding, civil or criminal, in which
the member, manager, or employee is made a party by reason of being or having been a member,
manager, or employee of the limited liability company, except in relation to matters as to
which the member, manager, or employee is determined in the action, suit, or proceeding to
be liable for negligence or misconduct in the performance of duty; to make any other indemnification
that is authorized by the governing documents of the limited liability company or by a resolution
adopted by the members after notice, unless...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5-1.04.htm - 1K - Match Info - Similar pages
10A-5A-11.13
Section 10A-5A-11.13 Other claims against dissolved series. Notwithstanding Sections 10A-1-9.01
and 10A-1-9.22: (a) A dissolved series may publish notice of its dissolution and request that
persons with claims against the dissolved series present them in accordance with the notice.
(b) The notice authorized by subsection (a) must: (1) be published at least one time in a
newspaper of general circulation in the county in which the limited liability company's principal
office is located or, if it has none in this state, in the county in which the limited liability
company's most recent registered office is located; (2) describe the information that must
be included in a claim and provide a mailing address to which the claim is to be sent; and
(3) state that if not sooner barred, a claim against the dissolved series will be barred unless
a proceeding to enforce the claim is commenced within two years after the publication of the
notice. (c) If a dissolved series publishes a newspaper...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-11.13.htm - 5K - Match Info - Similar pages
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