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10A-5A-4.07
Section 10A-5A-4.07 Direction and oversight of the limited liability company. (a) The limited
liability company agreement of a limited liability company may provide that the activities
and affairs of the limited liability company shall be under the direction, and subject to
the oversight, of: (1) its members; (2) one or more managers; or (3) such other governance
structure as provided in the limited liability company agreement. The limited liability company
agreement of a limited liability company may provide that the activities and affairs of a
series shall be under the direction, and subject to the oversight, of: (1) the members associated
with that series; (2) one or more managers; or (3) such other governance structure as provided
in the limited liability company agreement. (b) If the limited liability company agreement
does not specify who shall direct and oversee the activities and affairs of the limited liability
company or a series thereof: (1)(A) The activities and affairs of...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-4.07.htm - 3K - Match Info - Similar pages
10A-9A-10.01
Section 10A-9A-10.01 Definitions. Notwithstanding Section 10A-1-1.03, as used in this article,
unless the context otherwise requires, the following terms mean: (1) "CONSTITUENT LIMITED
PARTNERSHIP" means a constituent organization that is a limited partnership. (2) "CONSTITUENT
ORGANIZATION" means an organization that is party to a merger under this article. (3)
"CONVERTED ORGANIZATION" means the organization into which a converting organization
converts pursuant to this article. (4) "CONVERTING LIMITED PARTNERSHIP" means a
converting organization that is a limited partnership. (5) "CONVERTING ORGANIZATION"
means an organization that converts into another organization pursuant to this article. (6)
"GENERAL PARTNER" means a general partner of a limited partnership. (7) "GOVERNING
STATUTE" of an organization means the statute that governs the organization's internal
affairs. (8) "ORGANIZATION" means a general partnership, including a limited liability
partnership; limited partnership,...
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22-21-358
nonaffiliated for profit or nonprofit corporations or other lawful business organizations which
operate and have as their purposes the furtherance of such authority's purposes; (6) Without
limiting the generality of the preceding subdivisions (4) and (5), to accomplish and facilitate
the creation, establishment, acquisition, operation or support of any such subsidiary, affiliate,
nonaffiliated corporation or other lawful business organization, by means of loans of funds,
leases of real or personal property, gifts and grants of funds or guarantees of indebtedness
of such subsidiaries, affiliates and non-affiliated corporations; (7) To indemnify any person
(including for purposes of this subdivision such person's estate and personal representatives)
made or threatened to be made a party to any action or proceeding, whether civil or criminal,
by reason of the fact that he or she is or was a board member, officer, or a physician acting
as an agent of such authority in the performance of...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/22-21-358.htm - 5K - Match Info - Similar pages
10A-9A-5.04
Section 10A-9A-5.04 Interim distributions. A partner has a right to a distribution before the
dissolution and winding up of a limited partnership as provided in the partnership agreement.
A decision to make a distribution before the dissolution and winding up of the limited partnership
is a decision in the ordinary course of the activities and affairs of the limited partnership.
(Act 2016-379, §1.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-9A-5.04.htm - 712 bytes - Match Info - Similar pages
10A-8A-1.06
Section 10A-8A-1.06 Governing law. (a) Except as otherwise provided in subsections (b), (c),
and (d) of this section, the law of the jurisdiction in which the partnership has its principal
office governs the partnership agreement and the relations among the partners and between
the partners and the partnership. (b) The law of this state governs the (i) internal affairs
of a limited liability partnership, including the relations among the partners and between
the partners and the partnership, (ii) the liability of a partner as a partner for the debts,
obligations, or other liabilities of a limited liability partnership, and (iii) the authority
of the partners of a limited liability partnership. (c) The law of the jurisdiction in which
a foreign limited liability partnership has filed its statement of limited liability partnership
or similar writing governs the (i) internal affairs of that foreign limited liability partnership,
including the relations among the partners and between the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-8A-1.06.htm - 2K - Match Info - Similar pages
19-3-151
liability of fiduciary, estate and beneficial owners. If permitted by the trust instrument
or will under which he serves or by order of a court having jurisdiction of the estate or
trust, a fiduciary may enter into a partnership agreement or arrangement with others or accept
the assignment of or otherwise acquire, hold and dispose of an interest in a partnership,
and in so doing may become either a general or a limited partner. In any such case, as to
creditors of or claimants against such partnership and as to the other members of such partnership,
the liability, if any, of such fiduciary for the debts and other liabilities of the partnership,
whether ex contractu or ex delicto or otherwise, shall be limited to the assets of the trust
or estate, or so much thereof as may be necessary to discharge such debts and liabilities,
but no personal liability shall attach to the fiduciary or to the beneficial owners
of the assets of the trust or estate. (Acts 1961, No. 1011, p. 1588, §II.)...
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41-16A-5
contract, (ii) in the event the governmental entity shall fail to return the subject property
to the grantor party as described in clause (i), the grantor party shall have the right to
take possession of the subject property, (iii) in taking possession of the subject property,
a grantor party may proceed without judicial process if this can be done without breach of
the peace or may proceed by action, and/or (iv) without removal, the grantor party may render
subject property constituting personal property or fixtures unusable and may dispose
of the same on the governmental entity's premises. (b) If an alternative financing contract
contains the terms contained in subdivision (a)(11) hereof, such alternative financing contract
shall be deemed to obligate the governmental entity thereunder only for those sums payable
during the then current fiscal year of such governmental entity, including in the case of
a renewable alternative financing contract for those sums payable in the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/41-16A-5.htm - 12K - Match Info - Similar pages
10A-5A-11.08
Section 10A-5A-11.08 Dissolution and winding up of series. A series may be dissolved and its
activities and affairs may be wound up without causing the dissolution of the limited liability
company. The dissolution and winding up of a series does not abate, suspend, or otherwise
affect the limitation on liabilities of the series provided by Section 10A-5A-11.02. (Act
2014-144, p. 265, §1.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-11.08.htm - 708 bytes - Match Info - Similar pages
10A-5A-6.02
property, but this subsection (g) shall not apply to a person who is the sole remaining member
of a limited liability company; (h) in the case of a person that is a trust or is acting as
a member by virtue of being a trustee of a trust, the trust's entire transferable interest
in the limited liability company is distributed, but not solely by reason of the substitution
of a successor trustee; (i) in the case of a person that is an estate or is acting as a member
by virtue of being a personal representative of an estate, the estate's entire transferable
interest in the limited liability company is distributed, but not solely by reason of the
substitution of a successor personal representative; (j) in the case of a member that
is not an individual, the legal existence of the person otherwise terminates; (k) the transfer
of a member's entire remaining transferable interest to another member; or (l) the transfer
of a member's entire remaining transferable interest to a transferee...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-6.02.htm - 4K - Match Info - Similar pages
16-17A-8
Section 16-17A-8 Powers of authority. (a) An authority shall have and may exercise any power
granted nonprofit corporations under Title 10A, together with all powers incidental thereto
or necessary or desirable to the discharge thereof, including, without limitation, the following
specific powers: (1) To adopt, maintain, and amend bylaws and a corporate seal. (2) To sue
and, subject to the limitations herein, be sued; provided, however, that no authority entitled
to sovereign immunity shall be denied such immunity. (3) To acquire, construct, equip, and
operate those health care facilities it considers necessary or desirable. (4) To enter into
contracts and agreements, borrow money, incur indebtedness, and issue bonds, notes, debt securities,
or any other evidence of indebtedness. (5) To pledge the general credit of the authority or
any revenues or income of the authority to repayment of any of its indebtedness. (6) To mortgage
or pledge its health care facilities or its other assets or...
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