10A-2-10.01
Section 10A-2-10.01 Authority to amend articles of incorporation. REPEALED IN THE 2019 REGULAR
SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) A corporation may amend its articles of incorporation at any time to add or change a provision
that is required or permitted in the articles of incorporation or to delete a provision not
required in the articles of incorporation. Whether a provision is required or permitted in
the articles of incorporation is determined as of the effective date of the amendment. (b)
A shareholder of the corporation does not have a vested property right resulting from any
provision in the articles of incorporation, including provisions relating to management, control,
capital structure, dividend entitlement, or purpose or duration of the corporation. (Acts
1994, No. 94-245, p. 343, §1; §10-2B-10.01; amended and renumbered by Act 2009-513, p. 967,
§129.)...
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12-15-7
Section 12-15-7 Appointment, terms of office, etc., of probation officers; designation of chief
probation officer, etc.; duties of probation officers generally; powers of probation officers
and representatives of Department of Human Resources as to taking into custody and placing
in shelter or detention care of children generally; procedure upon taking into custody of
child by probation officer or representative of Department of Human Resources generally. THIS
SECTION WAS AMENDED AND RENUMBERED AS SECTION 12-15-107 BY ACT 2008-277, EFFECTIVE JANUARY
1, 2009. (Acts 1975, No. 1205, p. 2384, §5-105; Acts 1984, No. 84-245, p. 387; Act 98-392,
p. 782, §2.)...
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10A-2-8.51
Section 10A-2-8.51 Authority to indemnify. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94
EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) Except as provided
in subsection (d), a corporation may indemnify an individual made a party to a proceeding
because he or she is or was a director against liability incurred in the proceeding if: (1)
The individual conducted himself or herself in good faith; and (2) The individual reasonably
believed: (i) In the case of conduct in his or her official capacity with the corporation,
that the conduct was in its best interests; and (ii) In all other cases, that the conduct
was at least not opposed to its best interests; and (3) In the case of any criminal proceeding,
the individual had no reasonable cause to believe his or her conduct was unlawful. (b) A director's
conduct with respect to an employee benefit plan for a purpose he or she reasonably believed
to be in the interests of the participants in and beneficiaries of...
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12-15-70
Section 12-15-70 Ordering, conduct and certification of findings of mental and physical examinations
of children; proceedings as to minors or children believed to be mentally ill or retarded
generally; ordering of treatment or care for children found in need of medical treatment,
dental care, etc., and payment therefor; granting by court of authority to order emergency
medical care for children. THIS SECTION WAS AMENDED AND RENUMBERED AS SECTION 12-15-130 BY
ACT 2008-277 IN THE 2008 REGULAR SESSION, EFFECTIVE JANUARY 1, 2009. (Acts 1975, No. 1205,
p. 2384, §5-136.)...
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10A-5-1.05
Section 10A-5-1.05 Unauthorized assumption of powers. REPEALED IN THE 2014 REGULAR SESSION
BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. All persons who assume to act as a limited liability
company without authority to do so shall be jointly and severally liable for all debts and
liabilities created by their so acting. (Acts 1993, No. 93-724, p. 1425, §7; §10-12-7; amended
and renumbered by Act 2009-513, p. 967, §216.)...
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10A-2-1.40
Section 10A-2-1.40 Definitions applicable to business corporations. In this chapter: REPEALED
IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT
CODE SUPPLEMENT. (1) "Articles of incorporation" include amended and restated articles
of incorporation and, in the case of a corporation existing on January 1, 1981, its certificate
of incorporation, including any amended certificate, and also include, except where the context
otherwise requires, articles of merger. The term "articles of incorporations" as
used in this chapter is synonymous with the term "certificate of formation" employed
in Chapter 1. (2) "Authorized shares" means the shares of all classes a domestic
or foreign business corporation is authorized to issue. (3) "Corporation" or "domestic
corporation" means a business corporation, which is not a foreign corporation, incorporated
under or subject to the provisions of this chapter. (4) "Distribution" means a direct
or indirect...
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10A-2-8.41
Section 10A-2-8.41 Duties of officers. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94
EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. Each officer has the
authority and shall perform the duties set forth in the bylaws or, to the extent consistent
with the bylaws, the duties prescribed by the board of directors or by direction of an officer
authorized by the board of directors to prescribe the duties of other officers. (Acts 1994,
No. 94-245, p. 343, §1; §10-2B-8.41; amended and renumbered by Act 2009-513, p. 967, §122.)...

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10A-2-7.34
Section 10A-2-7.34 Infant not entitled to disaffirm as against corporation without notice of
infancy. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS
IS NOT IN THE CURRENT CODE SUPPLEMENT. An infant holder of stock or other securities of a
corporation, having voted or given consent in respect thereto, having transferred or conveyed
the stock or securities or having made an election or exercised a right relating to the stock
or security, shall have no right thereafter to disaffirm or avoid, as against the corporation,
any act on his or her part unless, prior to the receipt, vote or consent, the making of the
election or the exercise of the right, the corporation had written notice of the infancy by
delivery to it or to its transfer agent of a written notice stating that the holder was an
infant. (Acts 1957, No. 546, p. 766, §2; §10-6-2; amended and renumbered by Act 2009-513,
p. 967, §114.)...
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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...
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10A-5-2.06
Section 10A-5-2.06 Records to be kept; right of inspection. REPEALED IN THE 2014 REGULAR SESSION
BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) Each limited liability company shall keep at
its registered office or principal place of business in this state the following records:
(1) A current list of the full name and last known business or residence street address of
each member, and each manager, if any. (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 any then effective operating agreements including any amendments thereto. (5)
Copies of any financial statements of the limited liability company for the three most recent
years. (b) Those records, and any other books and records of the limited...
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