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26-1A-209
Section 26-1A-209 Operation of entity or business. Subject to the terms of a document or an
agreement governing an entity or an entity ownership interest, and unless the power of attorney
otherwise provides, language in a power of attorney granting general authority with respect
to operation of an entity or business authorizes the agent to: (1) operate, buy, sell, enlarge,
reduce, or terminate an ownership interest; (2) perform a duty or discharge a liability and
exercise in person or by proxy a right, power, privilege, or option that the principal has,
may have, or claims to have; (3) enforce the terms of an ownership agreement; (4) initiate,
participate in, submit to alternative dispute resolution, settle, oppose, or propose or accept
a compromise with respect to litigation to which the principal is a party because of an ownership
interest; (5) exercise in person or by proxy, or enforce by litigation or otherwise, a right,
power, privilege, or option the principal has or claims to...
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25-4-51
Section 25-4-51 Rates of contributions, etc., by employers. (a) Contributions. Except as hereinafter
provided and subject to the provisions of Section 25-4-54, every employer shall pay contributions,
or payments in lieu of contributions, equal to the percentages of wages payable or paid as
hereinafter set out, with respect to employment by him. (1) With respect to employment during
calendar years after December 31, 1975, every employer who has been liable to the provisions
of this chapter during a period of time sufficient to have his rate of contribution determined
under the experience rating provisions of Section 25-4-54 shall pay contributions at the rate
prescribed thereby. (2) With respect to employment after December 31, 1975, every employer
who has not been liable to the provisions of this chapter for a sufficient length of time
to have his rate determined under the experience rating provisions of Section 25-4-54 shall
pay contributions at the rate of 2.70 percent of such wages...
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10A-2A-1.20
Section 10A-2A-1.20 Requirements for filing instruments; extrinsic facts. (a) Whenever any
filing instrument is to be filed with the Secretary of State or in accordance with this chapter,
such instrument shall be executed as follows: (1) Except as provided in subsection (a)(3),
the certificate of incorporation, and any other instrument to be filed before the election
of the initial board of directors if the initial directors were not named in the certificate
of incorporation, shall be signed by the incorporator or incorporators or the successors and
assigns of the incorporator or incorporators. If any incorporator is not available then any
other instrument may be signed, with the same effect as if the incorporator had signed it,
by any person for whom or on whose behalf the incorporator, in executing the certificate of
incorporation, was acting directly or indirectly as employee or agent, provided that the other
instrument shall state that the incorporator is not available and the...
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8-6-3
Section 8-6-3 Registration and bonds of dealers, agents, investment advisers, etc. (a) It is
unlawful for any person to transact business in this state as a dealer or agent for securities
unless he or she is registered under this article. It is unlawful for any dealer or issuer
to employ an agent unless the agent is registered. (b) It is unlawful for any person to transact
business in this state as an investment adviser or as an investment adviser representative
unless: (1) He or she is so registered under this article; (2) His or her only clients in
this state are investment companies as defined in the Investment Company Act of 1940, other
investment advisers, broker-dealers, banks, trust companies, savings and loan associations,
insurance companies, employee benefit plans with assets of not less than $1,000,000, and governmental
agencies or instrumentalities, whether acting for themselves or as trustees with investment
control, or other institutional investors as are designated by...
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8-9A-1
Section 8-9A-1 Definitions. As used in this chapter: (1) AFFILIATE. a. A person who directly
or indirectly owns, controls, or holds with power to vote, 20 percent or more of the outstanding
voting securities of the debtor, other than a person who holds the securities, 1. As a fiduciary
or agent without sole discretionary power to vote the securities; or 2. Solely to secure a
debt, if the person has not exercised the power to vote; b. A corporation 20 percent or more
of whose outstanding voting securities are directly or indirectly owned, controlled, or held
with power to vote, by the debtor or a person who directly or indirectly owns, controls, or
holds, with power to vote, 20 percent or more of the outstanding voting securities of the
debtor, other than a person who holds the securities, 1. As a fiduciary or agent without sole
power to vote the securities; or 2. Solely to secure a debt, if the person has not in fact
exercised the power to vote; c. A person whose business is operated...
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8-9B-2
Section 8-9B-2 Definitions. As used in this chapter: (1) "Affiliate" means: (i) a
person that directly or indirectly owns, controls, or holds with power to vote, 20 percent
or more of the outstanding voting securities of the debtor, other than a person that holds
the securities: (A) as a fiduciary or agent without sole discretionary power to vote the securities;
or (B) solely to secure a debt, if the person has not in fact exercised the power to vote;
(ii) a corporation 20 percent or more of whose outstanding voting securities are directly
or indirectly owned, controlled, or held, with power to vote, by the debtor or a person that
directly or indirectly owns, controls, or holds, with power to vote, 20 percent or more of
the outstanding voting securities of the debtor, other than a person that holds the securities:
(A) as a fiduciary or agent without sole discretionary power to vote the securities; or (B)
solely to secure a debt, if the person has not in fact exercised the power to...
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19-3A-106
Section 19-3A-106 Conversion to unitrust. (a) Unless expressly prohibited by the governing
instrument, a trustee may convert a trust into a unitrust as described in this section if
all of the following apply: (1) The trustee has concluded that the conversion will enable
the trustee to better carry out the intent of the settlor or testator and the purposes of
the trust. (2) The trustee gives written notice of the trustee's intention to convert the
trust into a unitrust, including the trustee's initial decisions as set forth below, to all
the qualified beneficiaries. The written notice shall include the following: a. An explanation
of how the unitrust will operate; b. The effective date of the conversion to a unitrust; c.
The unitrust percentage to be used; d. The provisions for prorating a unitrust distribution
for a short year in which a beneficiary's right to payments commences or ceases; e. Whether
the net fair market value of the trust assets will be determined annually or averaged...
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35-8A-103
Section 35-8A-103 Definitions. In the declaration and bylaws, unless specifically provided
otherwise or the context otherwise requires, and in this chapter, the following terms are
defined as set forth below: (1) AFFILIATE OF A DECLARANT. Any person who controls, is controlled
by, or is under common control with a declarant. A person "controls" a declarant
if the person (i) is a general partner, officer, director, or employer of the declarant, (ii)
directly or indirectly or acting in concert with one or more other persons, or through one
or more subsidiaries, owns, controls, holds with power to vote, or holds proxies representing
more than 20 percent of the voting interest in the declarant, (iii) controls in any manner
the election of a majority of the directors of the declarant, or (iv) has contributed more
than 20 percent of the capital of the declarant. A person "is controlled by" a declarant
if the declarant (i) is a general partner, officer, director, or employer of the person,...
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8-6-2
Section 8-6-2 Definitions. When used in this article, unless the context otherwise requires,
the following terms shall have the meanings respectively ascribed to them by this section:
(1) COMMISSION or SECURITIES COMMISSION. The securities commission. (2) AGENT. Any individual
other than a dealer who represents a dealer or issuer in effecting or attempting to effect
sales of securities, but such term does not include an individual who represents an issuer
in: a. Effecting a transaction in a security exempted by subdivisions (1), (2), (3), (4),
(9) or (10) of Section 8-6-10; b. Effecting transactions exempted by Section 8-6-11; or c.
Effecting transactions with existing employees, partners, or directors of the issuer if no
commission or other remuneration is paid or given directly or indirectly for soliciting any
person in this state. A partner, officer, or director of a dealer or issuer is an agent if
he otherwise comes within this definition. (3) DEALER. Any person engaged in the...
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10A-9A-2.02
Section 10A-9A-2.02 Amendment or restatement of certificate of formation. Notwithstanding Division
B of Article 3 of Chapter 1: (a) A certificate of formation may be amended at any time. (b)
A certificate of formation may be restated with or without amendment at any time. (c) To amend
its certificate of formation, a limited partnership must deliver a certificate of amendment
for filing to the Secretary of State which certificate of amendment shall state: (1) the name
of the limited partnership; (2) the unique identifying number or other designation as assigned
by the Secretary of State; and (3) the changes the amendment makes to the certificate of formation
as most recently amended or restated. (d) Prior to a statement of dissolution being delivered
to the Secretary of State for filing, a limited partnership shall promptly deliver a certificate
of amendment for filing with the Secretary of State to reflect: (1) the admission of a new
general partner; or (2) the dissociation of a person...
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