37-6-3
Section 37-6-3 Enumerated powers. A cooperative shall have the power: (1) To sue and be sued
in its corporate name. (2) To adopt a corporate seal and alter the same at its pleasure. (3)
To generate, manufacture, purchase, acquire and transmit electric energy and to distribute,
sell, supply and dispose of electric energy to its members, to governmental agencies and political
subdivisions and to other persons; provided, however, that should a cooperative acquire any
electric facilities dedicated or devoted to the public use, it may continue to serve the persons
served directly from such facilities at the time of such acquisition without requiring that
such persons become members, and, provided further, that such nonmembers shall have the right
to become members upon nondiscriminatory terms. Cooperatives may not condition membership
or provision of service on compliance by the member with requirements not directly related
to the electric or other service to be provided by the cooperative....
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20-2-190
Section 20-2-190 Penalties; sale of ephedrine, etc.; Alabama Drug Abuse Task Force. (a) Any
person who manufactures, sells, transfers, receives, or possesses a listed precursor chemical
violates this article if the person: (1) Knowingly fails to comply with the reporting requirements
of this article; (2) Knowingly makes a false statement in a report or record required by this
article or the rules adopted thereunder; (3) Is required by this article to have a listed
precursor chemical license or permit, and is a person as defined by this article, and knowingly
or deliberately fails to obtain such a license or permit. An offense under this subsection
shall constitute a Class C felony. (b) Notwithstanding the provisions of Section 20-2-188,
a person who possesses, sells, transfers, or otherwise furnishes or attempts to solicit another
or conspires to possess, sell, transfer, or otherwise furnish a listed precursor chemical
or a product containing a precursor chemical or ephedrine or...
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10A-5A-4.04
Section 10A-5A-4.04 Liability for contribution. (a) A member's obligation to make a contribution
to a limited liability company, or a series thereof, is not excused by the member's death,
disability, or other inability to perform personally. If a member does not make a contribution
required by an enforceable promise, the member or the member's estate is obligated, at the
election of the limited liability company, or series thereof, to contribute money equal to
the value of the portion of the contribution that has not been made. The foregoing election
shall be in addition to, and not in lieu of, any other rights, including the right to specific
performance, that the limited liability company, or series thereof, may have under the limited
liability company agreement or applicable law. (b)(1) The obligation of a member to make a
contribution to a limited liability company may be compromised only by consent of all the
members. A conditional obligation of a member to make a contribution to...
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10A-9A-6.07
Section 10A-9A-6.07 Liability to other persons of person dissociated as general partner. (a)
A person's dissociation as a general partner does not of itself discharge the person's liability
as a general partner for a debt, obligation, or liability of the limited partnership incurred
before dissociation. Except as otherwise provided in subsections (b) and (c), the person is
not liable for a limited partnership's debts, obligations, or liabilities incurred after dissociation.
(b) A person whose dissociation as a general partner resulted in a dissolution and winding
up of the limited partnership's activities and affairs is liable to the same extent as a general
partner under Section 10A-9A-4.04 on an obligation incurred by the limited partnership under
Section 10A-9A-8.04. (c) A person that has dissociated as a general partner but whose dissociation
did not result in a dissolution and winding up of the limited partnership's activities and
affairs is liable on a transaction entered into by...
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10A-5A-9.01
Section 10A-5A-9.01 Direct action by members. (a) Subject to subsection (b), a member may maintain
a direct action against another member or members or the limited liability company, or a series
thereof, to enforce the member's rights and otherwise protect the member's interests, including
rights and interests under the limited liability company agreement or this chapter or arising
independently of the membership relationship. (b) A member maintaining a direct action under
subsection (a) must plead and prove an actual or threatened injury that is not solely the
result of an injury suffered or threatened to be suffered by the limited liability company,
or series thereof. (c)(1) A member may maintain a direct action to enforce a right of a limited
liability company if all members at the time of suit are parties to the action. (2) A member
associated with a series may maintain a direct action to enforce a right of the series if
all members associated with the series at the time of suit...
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10A-9A-6.03
Section 10A-9A-6.03 Dissociation as a general partner. A person is dissociated from a limited
partnership as a general partner when any of the following occurs: (1) the limited partnership
has notice of the person's express will to dissociate as a general partner, except that if
the person specifies a dissociation date later than the date the limited partnership had notice,
then the person is dissociated as a general partner on that later date; (2) an event stated
in the partnership agreement as causing the person's dissociation as a general partner occurs;
(3) the person is expelled as a general partner pursuant to the partnership agreement; (4)
the person is expelled as a general partner by the unanimous consent of the other partners
if: (A) it is unlawful to carry on the limited partnership's activities and affairs with the
person as a general partner; (B) there has been a transfer of all of the person's transferable
interest in the limited partnership, other than a transfer for...
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10A-9A-6.04
Section 10A-9A-6.04 Person's power to dissociate as general partner; wrongful dissociation.
(a) A person has the power to dissociate as a general partner at any time, rightfully or wrongfully,
by express will pursuant to Section 10A-9A-6.03(1). (b) A person's dissociation as a general
partner is wrongful only if: (1) it is in breach of an express provision of the limited partnership;
or (2) it occurs before the completion of the winding up of the limited partnership, and:
(A) the person dissociates as a general partner by express will; (B) the person is expelled
as a general partner by judicial order under Section 10A-9A-6.03(5); (C) the person is dissociated
as a general partner by becoming a debtor in bankruptcy; or (D) in the case of a person that
is not an individual, trust other than a business trust, or estate, the person is expelled
or otherwise dissociated as a general partner because it willfully dissolved or terminated.
(c) A person that wrongfully dissociates as a general...
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10A-5A-4.03
Section 10A-5A-4.03 Contribution. A contribution by a member may be made to a limited liability
company as agreed upon by the members. A contribution by a member associated with a series
may be made to that series as agreed upon by the members associated with that series. (Act
2014-144, p. 265, §1.)...
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10A-5A-4.06
Section 10A-5A-4.06 Limitation on distributions and liability for improper distributions. (a)(1)
A limited liability company shall not make a distribution to a member to the extent that at
the time of the distribution, after giving effect to the distribution, all liabilities of
the limited liability company, other than liabilities to members on account of their transferable
interests and liabilities for which the recourse of creditors is limited to specific property
of the limited liability company, exceed the fair value of the assets of the limited liability
company, except that the fair value of the property that is subject to a liability for which
recourse of creditors is limited shall be included in the assets of the limited liability
company only to the extent that the fair value of the property exceeds that liability. (2)
A member who receives a distribution in violation of subsection (a)(1) or the limited liability
company agreement, and who knew at the time of the distribution...
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10A-5A-9.02
Section 10A-5A-9.02 Right of derivative action. (a) A member may commence or maintain a derivative
action in the right of a limited liability company to enforce a right of the limited liability
company by complying with this article. (b) A member associated with a series of a limited
liability company may commence or maintain a derivative action in the right of the series
to enforce a right of the series by complying with this article. (Act 2014-144, p. 265, §1.)...

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