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10A-5A-1.08
Section 10A-5A-1.08 Limited liability company agreement - Scope; function; and limitations.
(a) Except as otherwise provided in subsections (b) and (c): (1) the limited liability company
agreement governs relations among the members as members and between the members and the limited
liability company; and (2) to the extent the limited liability company agreement does not
otherwise provide for a matter described in subsection (a)(1), this chapter governs the matter.
(b)(1) To the extent that, at law or in equity, a member or other person has duties, including
fiduciary duties, to the limited liability company, or to another member or to another person
that is a party to or is otherwise bound by a limited liability company agreement, the member's
or other person's duties may be expanded or restricted or eliminated by a written limited
liability company agreement, but the implied contractual covenant of good faith and fair dealing
may not be eliminated. (2) A written limited liability...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-1.08.htm - 5K - Match Info - Similar pages
10A-5A-4.09
Section 10A-5A-4.09 Records to be kept; right of members and dissociated members to information.
Notwithstanding Sections 10A-1-3.32 and 10A-1-3.33: (a) Each limited liability company shall
maintain the following records: (1) A current list of the full name and last known business
or residence street address of each member. (2) A copy of the filed certificate of formation
and all amendments thereto, together with executed copies of any powers of attorney pursuant
to which any documents have been executed. (3) Copies of the limited liability company's federal,
state, and local income tax returns and reports, if any, for the three most recent years.
(4) Copies of the then effective limited liability company agreement including any amendments
thereto. (5) Copies of any financial statements of the limited liability company for the three
most recent years. (b) Subject to subsection (g), on 10 days' notice made in a writing received
by the limited liability company, the records set forth in...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-4.09.htm - 4K - Match Info - Similar pages
10A-5-3.03
Section 10A-5-3.03 Agency power of members and managers; duties. REPEALED IN THE 2014 REGULAR
SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) Except as provided in subsection (b),
every member is an agent of the limited liability company for the purpose of its business
or affairs, and the act of any member, including, but not limited to, the execution in the
name of the limited liability company of any instrument, for apparently carrying on in the
usual way the business or affairs of the limited liability company binds the limited liability
company, unless the member so acting has, in fact, no authority to act for the limited liability
company in the particular matter and the person with whom the member is dealing has knowledge
of the fact that the member has no such authority. (b) If the certificate of formation provides
that management of the limited liability company is vested in a manager or managers, both
of the following conditions apply: (1) No member, acting solely in...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5-3.03.htm - 7K - Match Info - Similar pages
22-21-260
Section 22-21-260 Definitions. As used in this article, the following words and terms, and
the plurals thereof, shall have the meanings ascribed to them in this section, unless otherwise
required by their respective context: (1) ACQUISITION. Obtaining the legal equitable title
to a freehold or leasehold estate or otherwise obtaining the substantial benefit of such titles
or estates, whether by purchase, lease, loan or suffrage, gift, devise, legacy, settlement
of a trust or means whatever, and shall include any act of acquisition. The term "acquisition"
shall not mean or include any conveyance, or creation of any lien or security interest by
mortgage, deed of trust, security agreement, or similar financing instrument, nor shall it
mean or include any transfer of title or rights as a result of the foreclosure, or conveyance
or transfer in lieu of the foreclosure, of any such mortgage, deed of trust, security agreement,
or similar financing instrument, nor shall it mean or include any...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/22-21-260.htm - 11K - Match Info - Similar pages
10A-2A-1.40
Section 10A-2A-1.40 Chapter definitions. Notwithstanding Section 10A-1-1.03, as used in this
chapter, unless otherwise specified or unless the context otherwise requires, the following
terms have the following meanings: (1) AUTHORIZED STOCK means the stock of all classes and
series a corporation or foreign corporation is authorized to issue. (2) BENEFICIAL STOCKHOLDER
means a person who owns the beneficial interest in stock, which is either a record stockholder
or a person on whose behalf shares of stock are registered in the name of an intermediary
or nominee. (3) CERTIFICATE OF INCORPORATION means the certificate of incorporation described
in Section 10A-2A-2.02, all amendments to the certificate of incorporation, and any other
documents permitted or required to be delivered for filing by a corporation with the Secretary
of State under this chapter or Chapter 1 that modify, amend, supplement, restate, or replace
the certificate of incorporation. After an amendment of the certificate...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-1.40.htm - 13K - Match Info - Similar pages
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....
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/37-6-3.htm - 19K - Match Info - Similar pages
16-44B-1
Section 16-44B-1 Compact. ARTICLE I PURPOSE It is the purpose of this compact to remove barriers
to education success imposed on children of military families because of frequent moves and
deployment of their parents by: A. Facilitating the timely enrollment of children of military
families and ensuring that they are not placed at a disadvantage due to difficulty in the
transfer of education records from the previous school district(s) or variations in entrance/age
requirements. B. Facilitating the student placement process through which children of military
families are not disadvantaged by variations in attendance requirements, scheduling, sequencing,
grading, course content or assessment. C. Facilitating the qualification and eligibility for
enrollment, educational programs, and participation in extracurricular academic, athletic,
and social activities. D. Facilitating the on-time graduation of children of military families.
E. Providing for the promulgation and enforcement of...
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10A-5A-6.01
Section 10A-5A-6.01 Member's power to dissociate; wrongful dissociation. (a) A person has the
power to dissociate as a member. (b) A person's dissociation from a limited liability company
is wrongful only if: (1) it is in breach of an express provision of the limited liability
company agreement; (2) the person is expelled as a member by judicial determination under
Section 10A-5A-6.02(e); or (3) the person is dissociated by becoming a debtor in bankruptcy
or making a general assignment for the benefit of creditors. (c) A person that wrongfully
dissociates as a member is liable to the limited liability company and, subject to Section
10A-5A-9.01, to the other members for damages caused by the dissociation. The liability is
in addition to any other debt, obligation, or liability of the member to the limited liability
company or the other members. (Act 2014-144, p. 265, ยง1.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-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
10A-5-6.06
Section 10A-5-6.06 Cessation of membership. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144
EFFECTIVE JANUARY 1, 2017. (a) A person ceases to be a member of a limited liability company
upon the occurrence of one or more of the following events: (1) The member ceases to be a
member by voluntary act as provided in subsection (d). (2) The member ceases to be a member
of the limited liability company as provided in Section 10A-5-6.03. (3) The member is removed
as a member in either of the following manners: a. In accordance with the operating agreement.
b. Subject to contrary provisions in the operating agreement, when the member assigns all
of the member's interest in the limited liability company, by an affirmative vote of a majority
in number of the members who have not assigned their interests. (b) Subject to contrary provisions
in the operating agreement, or written consent of all members at the time, a person ceases
to be a member upon the occurrence of one or more of the...
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