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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 REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144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...
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40-14B-1
Section 40-14B-1 Definitions. As used in this chapter, the following terms shall have the following
meanings: (1) AFFILIATE. An affiliate of another person shall include any of the following:
a. A person who directly or indirectly either: 1. Beneficially owns 15 percent or more of
the outstanding voting securities or other voting ownership interests of the other person,
whether through rights, options, convertible interests, or otherwise; or 2. Controls or holds
power to vote 15 percent or more of the outstanding voting securities or other voting ownership
interests of the other person. b. A person owning 15 percent or more of the outstanding voting
securities or other voting ownership interests of which are directly or indirectly either:
1. Beneficially owned by the other person, whether through rights, options, convertible interests,
or otherwise; or 2. Controlled or held with power to vote by the other person. c. A partnership
or limited liability company in which the other person...
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10A-5-1.02
Section 10A-5-1.02 Definitions. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE
JANUARY 1, 2017. As used in this chapter, unless the context otherwise requires, the following
terms mean: (1) ARTICLES OF ORGANIZATION. The filing instrument provided for by Section 10A-5-2.01,
or, if it has been amended or restated, as most recently amended or restated. In the case
of a foreign limited liability company, the term includes all documents serving a similar
function that are required to be filed to form the limited liability company in the state
or other jurisdiction where it is organized. The term articles of organization as used in
this chapter is synonymous with the term certificate of formation as defined in Section 10A-1-1.03(6).
In this chapter, the use of the term certificate of formation shall be deemed to include articles
of organization, and vice-versa. Together with the operating agreement, the articles of organization
or certificate of formation of a limited...
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27-7-5.1
Section 27-7-5.1 Licenses - Limited license for motor vehicle rental companies. (a) As used
in this section, the following terms shall have the following meanings: (1) RENTAL AGREEMENT.
Any written agreement setting forth the terms and conditions governing the use of a vehicle
provided by the rental company for rental or lease. (2) RENTAL COMPANY. Any person or entity
in the business of providing rental vehicles to the public under a rental agreement for a
period not to exceed 90 days. (3) RENTAL PERIOD. The term of the rental agreement. (4) RENTER.
Any person obtaining the use of a vehicle from a rental company under the terms of a rental
agreement for a period not to exceed 90 days. (5) VEHICLE OR RENTAL VEHICLE. A motor vehicle
of the private passenger type (including passenger vans, minivans, and sport utility vehicles)
and of the cargo type (including cargo vans, pickup trucks, and trucks with gross vehicle
weight of less than 26,000 pounds, which do not require the operator to...
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10A-10-1.15
Section 10A-10-1.15 Merger. (a) For purposes of this section, the following words shall have
the respective meanings ascribed to them: (1) ALABAMA REAL ESTATE INVESTMENT TRUST. A real
estate investment trust organized in compliance with the provisions of this chapter. (2) BUSINESS
TRUST. a. An entity described in Section 10A-16-1.01. b. An unincorporated trust or association,
including an Alabama real estate investment trust, a common-law trust, or a Massachusetts
trust, which is engaged in business and in which property is acquired, held, managed, administered,
controlled, invested, or disposed of for the benefit and profit of any person who may become
a holder of a transferable unit of beneficial interest in the trust. (3) DOMESTIC LIMITED
LIABILITY COMPANY. A limited liability company as defined under the Alabama Limited Liability
Company Law. (4) DOMESTIC LIMITED PARTNERSHIP. A limited partnership as defined under the
Alabama Limited Partnership Law. (5) FOREIGN BUSINESS TRUST. A...
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10A-8A-1.09
Section 10A-8A-1.09 Partnership agreement; effect on partnership and persons admitted as partners.
(a) A partnership is bound by and may enforce the partnership agreement, whether or not the
partnership has itself manifested assent to the partnership agreement. (b) A person that is
admitted as a partner of a partnership becomes a party to and assents to the partnership agreement
except as provided in Section 10A-8A-5.02(g). (c) Two or more persons intending to be the
initial partners of a partnership may make an agreement providing that upon the formation
of the partnership, the agreement will become the partnership agreement. (Act 2018-125, ยง7.)...
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34-14A-2
Section 34-14A-2 Definitions. As used in this chapter, the following terms shall have the following
meanings, respectively, unless the context clearly indicates otherwise: (1) ADVISORY COUNCIL.
The Alabama Construction Trade Advisory Council. (2) BOARD. The Home Builders Licensure Board.
(3) COST OF THE UNDERTAKING. The total cost of the materials, labor, supervision, overhead,
and profit. (4) HOMEOWNER. A person who owns and resides in or intends to reside in a structure
constructed or remodeled by a licensee of the board, or who contracts with a licensee for
the purchase, construction, repair, improvement, or reimprovement of a structure to be used
as a residence. (5) IMPROVEMENT. Any site-built addition or enhancement attached to or detached
from a residence or structure for use and enjoyment by the homeowner. (6) INACTIVE LICENSE.
A license issued at the request of a licensee, or a building official or a building inspector,
that is renewable, but that is not currently valid. (7)...
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25-14-3
Section 25-14-3 Definitions. As used in this chapter, the following terms shall have the following
meanings: (1) ADMINISTRATIVE FEE. The fee charged to a client by a professional employer organization
for professional employer services. The term does not include any amount of a fee by the professional
employer organization that is for wages and salaries, benefits, workers' compensation, payroll
taxes, withholding, or other assessments paid by the professional employer organization to
or on behalf of covered employees under the professional employer agreement. (2) CLIENT. A
person or entity that enters into a professional employer agreement with a professional employer
organization, including a worksite employer. (3) CONTROLLING PERSON. Any of the following:
a. An officer or director of a corporation operating as a professional employer organization,
a shareholder holding 25 percent or more of the voting stock of a corporation operating as
a professional employer organization, or a...
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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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11-61A-15
Section 11-61A-15 Issuance of bonds. (a) The authority may issue bonds under and secured by
an indenture between the authority and a trustee. The trustee may be a private person or corporation,
including, but not limited to, any trust company or bank having trust powers, whether the
bank or trust company is located within or without the state. (b) In any indenture or resolution
providing for the issuance of bonds, the authority may pledge, for payment of the principal
of and the interest on the bonds, any of its revenues to which its right then exists or may
subsequently come into existence and may assign, as security for the payment, any of its leases,
franchises, permits, and contracts. In any such indenture the authority may mortgage any of
its properties, including any properties subsequently acquired by it. Any pledge of revenues
shall be valid and binding from the time it is made, and the revenues pledged and subsequently
received by the authority, and any property of the...
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