10A-9A-9.03
Section 10A-9A-9.03 Standing. A partner may commence or maintain a derivative action in the right of the limited partnership only if the partner: (1) fairly and adequately represents the interests of the limited partnership in enforcing the right of the limited partnership; and (2) either: (A) was a partner of the limited partnership at the time of the act or omission of which the partner complains; or (B) whose status as a partner devolved upon the person by operation of law or pursuant to the terms of the partnership agreement from a person who was a partner at the time of the act or omission of which the partner complains. (Act 2016-379, §1.)...
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10A-5A-9.03
Section 10A-5A-9.03 Standing. (a) A member may commence or maintain a derivative action in the right of the limited liability company only if the member: (1) fairly and adequately represents the interests of the limited liability company in enforcing the right of the limited liability company; and (2) either: (A) was a member of the limited liability company at the time of the act or omission of which the member complains; or (B) whose status as a member devolved upon the person by operation of law or pursuant to the terms of the limited liability company agreement from a person who was a member at the time of the act or omission of which the member complains. (b) A member associated with a series of a limited liability company may commence or maintain a derivative action in the right of the series only if the member: (1) fairly and adequately represents the interests of the series in enforcing the right of the series; and (2) either: (A) was associated with the series at the time of...
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10A-2A-7.42
Section 10A-2A-7.42 Standing. A stockholder may commence or maintain a derivative action in the right of the corporation only if the stockholder: (1) fairly and adequately represents the interests of the corporation in enforcing the right of the corporation; and (2) either: (A) was a stockholder of the corporation at the time of the act or omission of which the stockholder complains; or (B) whose status as a stockholder devolved upon the person by operation of law from a person who was a stockholder at the time of the act or omission of which the stockholder complains. (Act 2019-94, §1.)...
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7-1-201
Section 7-1-201 General definitions. (a) [Reserved]. (b) Subject to additional definitions contained in the subsequent articles of this title which are applicable to specific articles or parts thereof, and unless the context otherwise requires, in this title: (1) "Action," in the sense of a judicial proceeding, includes recoupment, counterclaim, set-off, suit in equity, and any other proceeding in which rights are determined. (2) "Aggrieved party" means a party entitled to pursue a remedy. (3) "Agreement," as distinguished from "contract," means the bargain of the parties in fact, as found in their language or inferred from other circumstances, including course of performance, course of dealing, or usage of trade as provided in Section 7-1-303. (4) "Bank" means a person engaged in the business of banking and includes a savings bank, savings and loan association, credit union, and trust company. (5) "Bearer" means a person in possession of a negotiable instrument, document of title, or...
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10A-9A-9.04
Section 10A-9A-9.04 Demand. A partner may commence a derivative action in the right of the limited partnership, if: (a) the partner first makes a written demand upon general partners requesting that they cause the limited partnership to bring an action to enforce the right and the general partners do not bring the action within a reasonable time; or (b) a demand under subsection (a) would be futile. (Act 2016-379, §1.)...
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10A-5-4.04
Section 10A-5-4.04 Derivative actions. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) A member may bring an action in the right of a limited liability company to recover a judgment in its favor if the members or managers with authority to do so have refused to bring the action or if an effort to cause those members or managers to bring the action is not likely to succeed. (b) In a derivative action, the plaintiff shall be a member (1) at the time of bringing the action or have succeeded to the right of a member by operation of law or pursuant to the terms of the operating agreement from a person who was a member and (2) at the time of the transaction of which he or she complains. (c) In a derivative action, the complaint shall set forth with particularity the effort of the plaintiff to secure initiation of the action by the members or managers with authority to do so, or the reasons for not making the effort. (d) If a derivative action is...
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10A-9A-1.08
Section 10A-9A-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 limited 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...
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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...
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34-27-50
Section 34-27-50 Definitions. For the purposes of this article, the following terms shall have the meaning respectively ascribed to them by this section: (1) ACCOMMODATIONS. Any hotel or motel room, condominium, or cooperative unit, cabin, lodge, apartment, or any other private or commercial structure designed for occupancy by one or more individuals or any recreational vehicle campsite or campground. (2) BUSINESS ENTITY. Any individual, corporation, firm, association, joint venture, partnership, trust, estate, business trust, syndicate, fiduciary, and any other group or combination which engages in acts or practices in any trade or commerce. (3) CONTRACT. Any contract, promissory note, credit agreement, negotiable instrument, lease, use agreement, license, security, or other muniment conferring on the purchaser the rights, benefits, and obligations of a vacation time-sharing plan. (4) COMMISSION. The Alabama Real Estate Commission. (5) COMMISSIONER. A member of the Alabama Real Estate...
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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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