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10A-5A-4.08
Section 10A-5A-4.08 Duties of persons with direction and oversight. (a)(1) The duties
a person who has the authority to direct and oversee the activities and affairs of a limited
liability company owes to the limited liability company and to the members of the limited
liability company include the duty of loyalty and the duty of care as described in subsections
(b) and (d)(1). (2) The duties a person who has the authority to direct and oversee the activities
and affairs of a series of a limited liability company owes to that series and the members
associated with that series include the duty of loyalty and the duty of care as described
in subsections (c) and (d)(2). (b) The duty of loyalty of a person described in subsection
(a)(1) to a limited liability company and its members includes each of the following: (1)
To account to the limited liability company and to hold as trustee for it any property, profit,
or benefit derived by that person in the conduct or winding up of the limited...
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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 REPEALED IN THE 2014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...
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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...
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11-51-90.2
Section 11-51-90.2 Purchase of business license; classification of taxpayers; vehicle
decals; determination of gross receipts; construction with other provisions. (a) Every taxpayer
required to purchase a business license under this chapter shall: (1) Purchase a business
license for each location at which it does business in the municipality, except as otherwise
provided by the municipality. (2) Except as provided in Section 11-51-193, with respect
to taxpayers subject to state licensing board oversight, be classified into one or more of
the following 2002 North American Industrial Classification System ("NAICS") sectors
and applicable sub-sectors, industry groups, industries, and U.S. industries thereunder: SECTOR
NAICS TITLE SUGGESTED BUSINESS LICENSE CODE GROUPING BY SAMPLE TOPIC OR CATEGORY BASIS FOR
LICENSE CALCULATION 111 Crop Production Agriculture, farming, nursery, fruit, growers Gross
Receipts and/or Flat Rate 112 Animal Production Animal, dairy, cattle, ranching, sheep,...
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27-60-2
Section 27-60-2 Interstate Insurance Product Regulation Compact. The State of Alabama
hereby agrees to the following interstate compact known as the Interstate Insurance Product
Regulation Compact: ARTICLE I. PURPOSES. The purposes of this compact are, through means of
joint and cooperative action among the compacting states: 1. To promote and protect the interest
of consumers of individual and group annuity, life insurance, disability income, and long-term
care insurance products; 2. To develop uniform standards for insurance products covered under
the compact; 3. To establish a central clearinghouse to receive and provide prompt review
of insurance products covered under the compact and, in certain cases, advertisements related
thereto, submitted by insurers authorized to do business in one or more compacting states;
4. To give appropriate regulatory approval to those product filings and advertisements satisfying
the applicable uniform standard; 5. To improve coordination of...
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10A-5A-6.02
Section 10A-5A-6.02 Event causing dissociation. A person is dissociated as a member
from a limited liability company when any of the following occurs: (a) the limited liability
company has notice of the person's express will to dissociate as a member, except that if
the person specifies a dissociation date later than the date the limited liability company
had notice, then the person is dissociated as a member on that later date; (b) an event stated
in the limited liability company agreement as causing the person's dissociation occurs; (c)
the person is expelled as a member pursuant to the limited liability company agreement; (d)
the person is expelled as a member by the unanimous consent of the other members if: (1) it
is unlawful to carry on the limited liability company's activities and affairs with the person
as a member; (2) there has been a transfer of all of the person's transferable interest other
than a transfer for security purposes; (3) the person is an organization and,...
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10A-5A-11.06
Section 10A-5A-11.06 Event causing dissociation of a member associated with a series.
A person is dissociated as a member associated with a series when any of the following occurs:
(a) the series has notice of the person's express will to dissociate from the series, except
if the person specifies a dissociation date later than the date the series had notice, then
the person is dissociated from the series on that later date; (b) an event stated in the limited
liability company agreement as causing the person's dissociation from the series occurs; (c)
the person is dissociated as a member of the limited liability company pursuant to Section
10A-5A-6.02; (d) the person is expelled as a member associated with that series pursuant to
the limited liability company agreement; (e) the person is expelled as a member associated
with the series by the unanimous consent of the other members associated with that series
if: (1) it is unlawful to carry on the series' activities and affairs with the...
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6-5-347
Section 6-5-347 Agritourism. (a) For the purposes of this section, the following
terms shall have the following meanings: (1) AGRICULTURAL. As defined in Section 41-14-51.
(2) AGRITOURISM ACTIVITY. Any of the following, whether or not a participant provides monetary
or other valuable compensation to participate in, view, or enjoy: a. An activity at an agricultural
operation, which is not already addressed under Sections 6-5-337 or 35-15-40, including, but
not limited to, farming, ranching, historic and cultural agricultural activities, self-pick
farms, or farmers' markets, provided the agritourism professional is selling his or her own
product at a location provided to, leased to, rented to, or owned by the agritourism professional
for the purpose of selling his or her own product. b. An activity involving an animal exhibition,
show, or competition at an agricultural fair or youth livestock show, which is not already
addressed under Section 6-5-337, including, but not limited to, FFA,...
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10A-1-1.03
Section 10A-1-1.03 Definitions. As used in this title, unless the context otherwise
requires, the following terms mean: (1) AFFILIATE. A person who controls, is controlled by,
or is under common control with another person. An affiliate of an individual includes the
spouse, or a parent or sibling thereof, of the individual, or a child, grandchild, sibling,
parent, or spouse of any thereof, of the individual, or an individual having the same home
as the individual, or a trust or estate of which an individual specified in this sentence
is a substantial beneficiary; a trust, estate, incompetent, conservatee, protected person,
or minor of which the individual is a fiduciary; or an entity of which the individual is director,
general partner, agent, employee or the governing authority or member of the governing authority.
(2) ASSOCIATE. When used to indicate a relationship with: (A) a domestic or foreign entity
for which the person is: (i) an officer or governing person; or (ii) a beneficial...
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10A-9A-1.08
Section 10A-9A-1.08 Effect of partnership agreement; nonwaivable provisions. (a) Except
as otherwise provided in subsections (b) and (c): (1) the partnership agreement governs relations
among the partners as partners and between the partners and the partnership; and (2) to the
extent the partnership 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
partner or other person has duties, including fiduciary duties, to a limited partnership or
to another partner or to another person that is a party to or is otherwise bound by a partnership
agreement, the partner's or other person's duties may be expanded or restricted or eliminated
by provisions in a written partnership agreement, but the implied contractual covenant of
good faith and fair dealing may not be eliminated. (2) A written partnership agreement may
provide for the limitation or elimination of any and all liabilities...
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