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10A-8A-10.01
Section 10A-8A-10.01 Limited liability partnerships; statements; cancellations. (a) A partnership
may be formed as, or may become, a limited liability partnership pursuant to this section.
(b) In order to form a limited liability partnership, the original partnership agreement of
the partnership shall state that the partnership is formed as a limited liability partnership,
and the partnership shall deliver to the Secretary of State for filing a statement of limited
liability partnership in accordance with subsection (d) of this section. (c) In order for
an existing partnership to become a limited liability partnership, the terms and conditions
on which the partnership becomes a limited liability partnership must be approved by the affirmative
approval necessary to amend the partnership agreement and, in the case of a partnership agreement
that expressly considers obligations to contribute to the partnership, also the affirmative
approval necessary to amend those provisions, and after...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-8A-10.01.htm - 7K - Match Info - Similar pages
10A-8A-9.01
Section 10A-8A-9.01 Definitions. Notwithstanding Section 10A-1-1.03, as used in this article,
unless the context otherwise requires, the following terms mean: (1) "Constituent organization"
means an organization that is party to a merger under this article. (2) "Constituent
partnership" means a constituent organization that is a partnership. (3) "Converted
organization" means the organization into which a converting organization converts pursuant
to this article. (4) "Converting organization" means an organization that converts
into another organization pursuant to this article. (5) "Converting partnership"
means a converting organization that is a partnership. (6) "Governing statute" of
an organization means the statute that governs the organization's internal affairs. (7) "Organization"
means a partnership, including a limited liability partnership; limited partnership, including
a limited liability limited partnership; limited liability company; business trust; corporation;...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-8A-9.01.htm - 3K - Match Info - Similar pages
27-29-3
Section 27-29-3 Acquisition of control of, or merger with, domestic insurers. (a)(1) No person
other than the issuer shall make a tender offer for or a request or invitation for tenders
of, or enter into any agreement to exchange securities for, seek to acquire, or acquire in
the open market any voting security of a domestic insurer if, after the consummation thereof,
such person would, directly or indirectly, or by conversion or by exercise of any right to
acquire, be in control of such insurer, and no person shall enter into an agreement to merge
with or otherwise to acquire control of a domestic insurer, or any person controlling a domestic
insurer unless, at the time any such offer, request, or invitation is made or any such agreement
is entered into, or prior to the acquisition of such securities if no offer or agreement is
involved such person has filed with the commissioner and has sent to such insurer a statement
containing the information required by this section and such...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/27-29-3.htm - 17K - Match Info - Similar pages
10A-1-6.01
Section 10A-1-6.01 Definitions. In this division: (1) "Delegate" means a person who
is serving or who has served as a representative of an enterprise at the request of that enterprise
at another enterprise. A person is a delegate to an employee benefit plan if the performance
of the person's official duties to the enterprise also imposes duties on or otherwise involves
service by the person to the plan or participants in or beneficiaries of the plan. (2) "Enterprise"
means a domestic entity or an organization subject to this article, including a predecessor
domestic entity or organization. (3) "Expenses" includes court costs and attorney's
fees. The term does not include a judgment, a penalty, a settlement, a fine, or an excise
or similar tax or an excise tax assessed against the person regarding an employee benefit
plan. (4) "Former governing person" means a person who was a governing person of
an enterprise. (5) "Official capacity" means: (A) with respect to a governing person,
the...
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10A-2-11.03
Section 10A-2-11.03 Action on plan. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE
JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) After adopting a plan of
merger or share exchange, the board of directors of each corporation party to the merger,
and the board of directors of the corporation whose shares will be acquired in the share exchange,
shall submit the plan of merger, except as provided in subsection (g), or share exchange for
approval by its shareholders. (b) For a plan of merger or share exchange to be approved: (1)
The board of directors must recommend the plan of merger or share exchange to the shareholders,
unless the board of directors determines that because of conflict of interest or other special
circumstances it should make no recommendation and communicates the basis for its determination
to the shareholders with the plan; and (2) The shareholders entitled to vote must approve
the plan. (c) Subject to the corporation's articles of...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-11.03.htm - 5K - Match Info - Similar pages
10A-3-2.12
Section 10A-3-2.12 Board of directors; committees. If the governing documents of a nonprofit
corporation so provide, the board of directors, by resolution adopted by a majority of the
directors in office, may designate and appoint one or more committees each of which shall
consist of two or more directors, which committees, to the extent provided in the resolution,
or in the governing documents of the nonprofit corporation, shall have and exercise all the
authority of the board of directors, except that no committee shall have the authority of
the board of directors in reference to amending, altering, or repealing the bylaws; electing,
appointing, or removing any member of any committee or any director or officer of the corporation;
amending the certificate of formation, restating the certificate of formation, adopting a
plan of merger or adopting a plan of consolidation with another nonprofit corporation or other
entity authorizing the conversion of the nonprofit corporation into...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-3-2.12.htm - 2K - Match Info - Similar pages
10A-9A-4.06
Section 10A-9A-4.06 Management rights of general partner. (a) Each general partner has equal
rights in the management and conduct of the limited partnership's activities and affairs.
Except as expressly provided in this chapter, any matter relating to the activities and affairs
of the limited partnership is decided exclusively by the general partner or, if there is more
than one general partner, by a majority of the general partners. (b) The consent of all of
the partners is necessary to: (1) amend the partnership agreement; (2) amend the certificate
of formation to add or delete a statement that the limited partnership is a limited liability
limited partnership; and (3) sell, lease, exchange, or otherwise dispose of all, or substantially
all, of the limited partnership's property, with or without the good will, other than in the
usual and regular course of the limited partnership's activities and affairs. (c) A limited
partnership shall reimburse a general partner for payments made...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-9A-4.06.htm - 2K - Match Info - Similar pages
10A-8A-1.08
Section 10A-8A-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 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 for...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-8A-1.08.htm - 5K - Match Info - Similar pages
10A-2-8.57
Section 10A-2-8.57 Insurance. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE
JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. A corporation may purchase and
maintain insurance, or furnish similar protection, including but not limited to trust funds,
self-insurance reserves, or the like, on behalf of an individual who is or was a director,
officer, employee, or agent of the corporation, or who, while a director, officer, employee,
or agent of the corporation, is or was serving at the request of the corporation as a director,
officer, partner, trustee, employee, or agent of another foreign or domestic corporation,
partnership, joint venture trust, employee benefit plan, or other enterprise, against liability
asserted against or incurred by him or her in that capacity or arising from his or her status
as a director, officer, employee, or agent, whether or not the corporation would have power
to indemnify him or her against the same liability under Section...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-8.57.htm - 1K - Match Info - Similar pages
10A-5-7.01
Section 10A-5-7.01 Events of dissolution. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144
EFFECTIVE JANUARY 1, 2017. A limited liability company is dissolved and its affairs shall
be wound up upon occurrence of the first of the following events: (1) Events specified in
the governing documents. (2) Written consent of all members to dissolve. (3) When there is
no remaining member, unless either of the following applies: a. The holders of all the financial
rights in the limited liability company agree in writing, within 90 days after the cessation
of membership of the last member, to continue the legal existence and business of the limited
liability company and to appoint one or more new members. b. The legal existence and business
of the limited liability company is continued and one or more new members are appointed in
the manner stated in the governing documents. (4) When the limited liability company is not
the successor limited liability company in the merger or consolidation...
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