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10A-2A-8.30
Section 10A-2A-8.30 Standards of conduct for directors. Notwithstanding Division C of Article
3 of Chapter 1: (a) Each member of the board of directors, when discharging the duties of
a director, shall act: (i) in good faith, and (ii) in a manner the director reasonably believes
to be in the best interests of the corporation. (b) The members of the board of directors
or a board committee, when becoming informed in connection with their decision-making function
or devoting attention to their oversight function, shall discharge their duties with the care
that a person in a like position would reasonably believe appropriate under similar circumstances.
(c) In discharging board of directors or board committee duties, a director shall disclose,
or cause to be disclosed, to the other board of directors or board committee members information
not already known by them but known by the director to be material to the discharge of their
decision-making or oversight functions, except that...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-8.30.htm - 3K - Match Info - Similar pages
10A-2-8.42
Section 10A-2-8.42 Standards of conduct for officers. REPEALED IN THE 2019 REGULAR SESSION
BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a)
An officer with discretionary authority shall discharge his or her duties under that authority:
(1) In good faith; (2) With the care an ordinarily prudent person in a like position would
exercise under similar circumstances; and (3) In a manner he or she reasonably believes to
be in the best interests of the corporation. (b) In discharging his or her duties an officer
is entitled to rely on information, opinions, reports, or statements, including financial
statements and other financial data, if prepared or presented by: (1) One or more officers
or employees of the corporation whom the officer reasonably believes to be reliable and competent
in the matters presented; or (2) Legal counsel, public accountants, certified public accountants,
or other persons as to matters the officer reasonably believes are...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-8.42.htm - 1K - Match Info - Similar pages
10A-9A-4.07
Section 10A-9A-4.07 Right of general partner and former general partner to information. Notwithstanding
Sections 10A-1-3.32 and 10A-1-3.33: (a) Subject to subsection (f), a general partner, without
having any particular purpose for seeking the information, may inspect and copy during regular
business hours at a reasonable location specified by the limited partnership, required information
and any other records maintained by the limited partnership regarding the limited partnership's
activities and affairs and financial condition. (b) Subject to subsection (f), each general
partner and the limited partnership shall furnish to a general partner: (1) without demand,
any information concerning the limited partnership's activities and affairs and activities
and affairs reasonably required for the proper exercise of the general partner's rights and
duties under the partnership agreement or this chapter; and (2) on demand, any other information
concerning the limited partnership's activities...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-9A-4.07.htm - 4K - Match Info - Similar pages
10A-2A-8.42
Section 10A-2A-8.42 Standards of conduct for officers. Notwithstanding Division C of Article
3 of Chapter 1: (a) An officer, when performing in his or her capacity as such, has the duty
to act: (1) in good faith; (2) with the care that a person in a like position would reasonably
exercise under similar circumstances; and (3) in a manner the officer reasonably believes
to be in the best interests of the corporation. (b) The duty of an officer includes the obligation:
(1) to inform the superior officer to whom, or the board of directors or the board committee
to which, the officer reports of information about the affairs of the corporation known to
the officer, within the scope of the officer's functions, and known to the officer to be material
to that superior officer, board of directors or board committee; and (2) to inform his or
her superior officer, or another appropriate person within the corporation, or the board of
directors, or a board committee, of any actual or probable...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-8.42.htm - 2K - Match Info - Similar pages
10A-9A-8.09
Section 10A-9A-8.09 Disposition of assets, when contributions required. Notwithstanding Section
10A-1-9.12, upon the winding up of a limited partnership, the assets of the limited partnership,
including any obligation under Article 5 of this chapter, and any contribution required by
this section, shall be applied as follows: (a) Payment, or adequate provision for payment,
shall be made to creditors, including, to the extent permitted by law, partners who are creditors,
in satisfaction of liabilities of the limited partnership. (b) After a limited partnership
complies with subsection (a), any surplus must be distributed: (1) first, to each person owning
a transferable interest that reflects contributions made on account of the transferable interest
and not previously returned, an amount equal to the value of the person's unreturned contributions;
and (2) then to each person owning a transferable interest in the proportions in which the
owners of transferable interests share in...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-9A-8.09.htm - 3K - Match Info - Similar pages
10A-9A-3.04
Section 10A-9A-3.04 Right of limited partner and former limited partner to information. Notwithstanding
the provisions of Sections 10A-1-3.32 and 10A-1-3.33: (a) Subject to subsection (g), on 10
days' demand, made in a writing received by the limited partnership, a limited partner may
inspect and copy required information during regular business hours and at a reasonable location
specified by the limited partnership. The limited partner need not have any particular purpose
for seeking the information. (b) Subject to subsection (g), during regular business hours
and at a reasonable location specified by the limited partnership, a limited partner may obtain
from the limited partnership and inspect and copy true and full information regarding the
state of the activities and affairs and financial condition of the limited partnership and
other information regarding the activities and affairs of the limited partnership as is just
and reasonable if: (1) the limited partner seeks the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-9A-3.04.htm - 5K - Match Info - Similar pages
10A-9A-5.08
Section 10A-9A-5.08 Limitations on distribution and liability for improper distributions. (a)
A limited partnership shall not make a distribution to a partner to the extent that at the
time of the distribution, after giving effect to the distribution, all liabilities of the
limited partnership, other than liabilities to partners on account of their transferable interests
and liabilities for which the recourse of creditors is limited to specific property of the
limited partnership, exceed the fair value of the assets of the limited partnership, except
that the fair value of the property that is subject to a liability for which recourse of creditors
is limited shall be included in the assets of the limited liability partnership only to the
extent that the fair value of the property exceeds that liability. (b) A general partner who
consents to a distribution in violation of subsection (a) or the partnership agreement, and
who knew at the time of the distribution that the distribution...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-9A-5.08.htm - 2K - Match Info - Similar pages
10A-1-8.01
Section 10A-1-8.01 Conversion of business and nonprofit entities. (a) A conversion of an entity
may be accomplished as provided in this section: (1) CORPORATIONS. a. The terms and conditions
of a plan of conversion of a corporation, other than a nonprofit corporation, must be approved
in accordance with the procedures and by the stockholder vote required by Article 9 of Chapter
2A. If the governing documents provide for approval of a conversion by less than all of a
corporation's stockholders, approval of the conversion shall constitute corporate action subject
to appraisal rights pursuant to Article 13 of Chapter 2A. No conversion of a corporation to
a general or limited partnership may be effected without the consent in writing of each stockholder
who will have personal liability with respect to the converted entity, notwithstanding any
provision in the governing documents of the converting corporation providing for less than
unanimous stockholder approval for the conversion. b. The...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-1-8.01.htm - 18K - Match Info - Similar pages
10A-9A-8.02
Section 10A-9A-8.02 Effect of dissolution. Notwithstanding Section 10A-1-9.12: (a) A dissolved
limited partnership continues its existence as a limited partnership but may not carry on
any activities and affairs except as is appropriate to wind up and liquidate its activities
and affairs, including: (1) collecting its assets; (2) disposing of its properties that will
not be distributed in kind to persons owning transferable interests; (3) discharging or making
provisions for discharging its liabilities; (4) distributing its remaining property in accordance
with Section 10A-9A-8.09; and (5) doing every other act necessary to wind up and liquidate
its activities and affairs. (b) In winding up its activities and affairs, a limited partnership
may: (1) deliver for filing a statement of dissolution to the Secretary of State setting forth:
(A) The name of the limited partnership; (B) The unique identifying number or other designation
as assigned by the Secretary of State; (C) That the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-9A-8.02.htm - 3K - Match Info - Similar pages
10A-5A-4.09
Section 10A-5A-4.09 Records to be kept; right of members and dissociated members to information.
Notwithstanding Sections 10A-1-3.32 and 10A-1-3.33: (a) Each limited liability company shall
maintain the following records: (1) A current list of the full name and last known business
or residence street address of each member. (2) A copy of the filed certificate of formation
and all amendments thereto, together with executed copies of any powers of attorney pursuant
to which any documents have been executed. (3) Copies of the limited liability company's federal,
state, and local income tax returns and reports, if any, for the three most recent years.
(4) Copies of the then effective limited liability company agreement including any amendments
thereto. (5) Copies of any financial statements of the limited liability company for the three
most recent years. (b) Subject to subsection (g), on 10 days' notice made in a writing received
by the limited liability company, the records set forth in...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-4.09.htm - 4K - Match Info - Similar pages
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