10A-2-7.30
Section 10A-2-7.30 Voting trust. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE
JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) One or more shareholders
may create a voting trust, conferring on a trustee the right to vote or otherwise act for
them, by signing an agreement setting out the provisions of the trust, which may include anything
consistent with its purpose, and transferring their shares to the trustee. When a voting trust
agreement is signed, the trustee shall prepare a list of the names and addresses of all owners
of beneficial interests in the trust, together with the number and class of shares each transferred
to the trust, and deliver copies of the list and agreement to the corporation's principal
office. (b) A voting trust becomes effective on the date the first shares subject to the trust
are registered in the trustee's name. A voting trust is valid for not more than 10 years after
its effective date unless extended under subsection (c)....
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10A-2-8.40
Section 10A-2-8.40 Required officers. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE
JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) A corporation has the officers
described in its bylaws or appointed by the board of directors in accordance with the bylaws.
(b) A duly appointed officer may appoint one or more officers or assistant officers if authorized
by the bylaws or the board of directors. (c) The bylaws or the board of directors shall delegate
to one of the officers responsibility for preparing minutes of the directors' and shareholders'
meetings and for authenticating records of the corporation. (d) Unless the bylaws provide
otherwise, the same individual may simultaneously hold more than one office in a corporation.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-8.40; amended and renumbered by Act 2009-513,
p. 967, §122.)...
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10A-2-8.52
Section 10A-2-8.52 Mandatory indemnification. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94
EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. A corporation shall
indemnify a director who was successful, on the merits or otherwise, in the defense of any
proceeding, or of any claim, issue or matter in the proceeding, where he or she was a party
because he or she is or was a director of the corporation, against reasonable expenses incurred
in connection therewith, notwithstanding that he or she was not successful on any other claim,
issue or matter in any proceeding. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-8.52; amended
and renumbered by Act 2009-513, p. 967, §124.)...
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10A-2-8.61
Section 10A-2-8.61 Judicial action. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE
JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) A transaction effected or
proposed to be effected by a corporation, or by a subsidiary of the corporation or any other
entity in which the corporation has a controlling interest, that is not a director's conflicting
interest transaction may not be enjoined, set aside, or give rise to an award of damages or
other sanctions, in a proceeding by a shareholder or by or in the right of the corporation,
because a director of the corporation, or any person with whom or which he or she has a personal,
economic, or other association, has an interest in the transaction. (b) A director's conflicting
interest transaction may not be enjoined, set aside, or give rise to an award of damages or
other sanctions, in a proceeding by a shareholder or by or in the right of the corporation,
because the director, or any person with whom or which he...
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10A-5-1.03
Section 10A-5-1.03 Powers. 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 perpetual duration and succession in its name and has , without limitation, all powers
enumerated in Chapter 1, including Sections 10A-1-2.11, 10A-1-2.12, and 10A-1-2.13. (Acts
1993, No. 93-724, p. 1425, §4; Act 97-920, 1st Ex. Sess., p. 312, §1; §10-12-4; amended
and renumbered by Act 2009-513, p. 967, §213.)...
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10A-5-3.02
Section 10A-5-3.02 Liability of members to third parties. REPEALED IN THE 2014 REGULAR SESSION
BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) Except as otherwise provided in this chapter,
a member of a limited liability company is not liable under a judgment, decree, or order of
a court, or in any other manner, for a debt, obligation, or liability of the limited liability
company, whether arising in contract, tort, or otherwise, or for the acts or omissions of
any other member, manager, agent, or employee of the limited liability company. (b) A member
may be liable to creditors of the limited liability company for a written agreement to make
a contribution to the limited liability company. (c) A member of a limited liability company
may become liable by reason of the member's own acts or conduct. (Acts 1993, No. 93-724, p.
1425, §20; §10-12-20; amended and renumbered by Act 2009-513, p. 967, §228.)...
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10A-5-4.03
Section 10A-5-4.03 Operating agreements. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144
EFFECTIVE JANUARY 1, 2017. (a) The member or members of a limited liability company may enter
into an operating agreement to regulate or establish the affairs of the limited liability
company, the conduct of its business, and the relations of its members. An operating agreement
may contain any provisions regarding the affairs of a limited liability company and the conduct
of its business that are not inconsistent with the laws of this state or the articles of organization.
(b) In the event there is more than one member, any operating agreement shall initially be
agreed to, in writing, by all of the members. If an operating agreement does not provide for
the method by which an operating agreement may be amended, then all of the members shall agree
in writing to any amendment. (c) A court of equity may enforce an operating agreement by injunction
or by other relief that the court in its...
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10A-5-5.01
Section 10A-5-5.01 Contribution. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE
JANUARY 1, 2017. The contributions of a member to the limited liability company may be in
cash, property, services previously rendered, or a promissory note or other binding obligation
to pay cash, convey property, or to render services. (Acts 1993, No. 93-724, p. 1425, §26;
§10-12-26; amended and renumbered by Act 2009-513, p. 967, §232.)...
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10A-5-7.03
Section 10A-5-7.03 Winding up. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE
JANUARY 1, 2017. (a) Except as otherwise provided in the governing documents, the members
who have not wrongfully dissolved a limited liability company may wind up the limited liability
company's business and affairs. (b) A person winding up a limited liability company's business
may: Preserve the company business or property as a going concern for a reasonable time; prosecute
and defend actions and proceedings, whether civil, criminal, or administrative; settle and
close the limited liability company's business; dispose of and transfer property; discharge
the limited liability company's liabilities; distribute the assets of the limited liability
company pursuant to Section 10A-5-7.05; and perform other necessary and appropriate acts.
(Acts 1993, No. 93-724, p. 1425, §39; §10-12-39; amended and renumbered by Act 2009-513,
p. 967, §236.)...
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10A-2-14.04
Section 10A-2-14.04 Revocation of dissolution. REPEALED IN THE 2019 REGULAR SESSION BY ACT
2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) A corporation
may revoke its dissolution within 120 days of its effective date. (b) Revocation of dissolution
must be authorized in the same manner as the dissolution was authorized unless that authorization
permitted revocation by action of the board of directors alone, in which event the board of
directors may revoke without shareholder action. (c) After the revocation of dissolution is
authorized, the corporation may revoke the dissolution by delivering to the judge of probate
for filing articles of revocation of dissolution, together with a copy of its articles of
dissolution, that set forth: (1) The name of the corporation; (2) The effective date of the
dissolution that was revoked; (3) The date that the revocation of dissolution was authorized;
(4) If the corporation's board of directors (or incorporators)...
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