10A-2-8.33
Section 10A-2-8.33 Liability for unlawful distributions. REPEALED IN THE 2019 REGULAR SESSION
BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a)
Unless he or she complies with the applicable standards of conduct described in Section 10A-2-8.30,
a director who votes for or assents to a distribution made in violation of this chapter or
the articles of incorporation is personally liable to the corporation for the amount of the
distribution that exceeds what could have been distributed without violating this chapter
or the articles of incorporation. (b) A director held liable for an unlawful distribution
under subsection (a) is entitled to contribution: (1) From every other director who voted
for or assented to the distribution without complying with the applicable standards of conduct
described in Section 10A-2-8.30, and (2) From each shareholder for the amount the shareholder
accepted knowing the distribution was made in violation of this chapter or...
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10A-2-8.40
Section 10A-2-8.40 Required officers. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE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 has the officers
described in its bylaws or appointed by the board of directors in accordance with the bylaws.
(b) A duly appointed officer may appoint one or more officers or assistant officers if authorized
by the bylaws or the board of directors. (c) The bylaws or the board of directors shall delegate
to one of the officers responsibility for preparing minutes of the directors' and shareholders'
meetings and for authenticating records of the corporation. (d) Unless the bylaws provide
otherwise, the same individual may simultaneously hold more than one office in a corporation.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-8.40; amended and renumbered by Act 2009-513,
p. 967, §122.)...
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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 REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94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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10A-2-8.52
Section 10A-2-8.52 Mandatory indemnification. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94
EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. A corporation shall
indemnify a director who was successful, on the merits or otherwise, in the defense of any
proceeding, or of any claim, issue or matter in the proceeding, where he or she was a party
because he or she is or was a director of the corporation, against reasonable expenses incurred
in connection therewith, notwithstanding that he or she was not successful on any other claim,
issue or matter in any proceeding. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-8.52; amended
and renumbered by Act 2009-513, p. 967, §124.)...
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10A-2-8.54
Section 10A-2-8.54 Court-ordered indemnification. REPEALED IN THE 2019 REGULAR SESSION BY ACT
2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. A director
of the corporation who is a party to a proceeding may apply for indemnification to the court
conducting the proceeding, or may file an action therefor in another court of competent jurisdiction
if the court has jurisdiction over the corporation and the corporation is a party to the proceeding.
On receipt of the application or the filing of the action, the court after giving any notice
it considers necessary may order indemnification if it determines: (1) The director is entitled
to mandatory indemnification under Section 10A-2-8.52, in which case the court shall also
order the corporation to pay the director's reasonable expenses incurred to obtain court-ordered
indemnification; or (2) The director is fairly and reasonably entitled to indemnification
in view of all the relevant circumstances, whether or...
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10A-2-8.60
Section 10A-2-8.60 Definitions. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE
JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. In this division: (1) "Conflicting
interest" with respect to a corporation means the interest a director of the corporation
has respecting a transaction effected or proposed to be effected by the corporation, or by
a subsidiary of the corporation or any other entity in which the corporation has a controlling
interest, if: (i) Whether or not the transaction is brought before the board of directors
of the corporation for action, the director knows at the time of commitment that he or she
or a related person is a party to the transaction or has a beneficial interest in or so closely
linked to the transaction and of the financial significance to the director or a related person
that the interest would reasonably be expected to exert an influence on the director's judgement
if the director were called upon to vote on the transaction; or...
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10A-2-8.61
Section 10A-2-8.61 Judicial action. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE
JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) A transaction effected or
proposed to be effected by a corporation, or by a subsidiary of the corporation or any other
entity in which the corporation has a controlling interest, that is not a director's conflicting
interest transaction may not be enjoined, set aside, or give rise to an award of damages or
other sanctions, in a proceeding by a shareholder or by or in the right of the corporation,
because a director of the corporation, or any person with whom or which he or she has a personal,
economic, or other association, has an interest in the transaction. (b) A director's conflicting
interest transaction may not be enjoined, set aside, or give rise to an award of damages or
other sanctions, in a proceeding by a shareholder or by or in the right of the corporation,
because the director, or any person with whom or which he...
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10A-5-1.01
Section 10A-5-1.01 Short title. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE
JANUARY 1, 2017. This chapter and the provisions of Chapter 1, to the extent applicable to
limited liability companies, shall be known and may be cited as the "Alabama Limited
Liability Company Law." (Acts 1993, No. 93-724, p. 1425, §1; §10-12-1; amended and
renumbered by Act 2009-513, p. 967, §211.)...
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10A-5-4.03
Section 10A-5-4.03 Operating agreements. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144
EFFECTIVE JANUARY 1, 2017. (a) The member or members of a limited liability company may enter
into an operating agreement to regulate or establish the affairs of the limited liability
company, the conduct of its business, and the relations of its members. An operating agreement
may contain any provisions regarding the affairs of a limited liability company and the conduct
of its business that are not inconsistent with the laws of this state or the articles of organization.
(b) In the event there is more than one member, any operating agreement shall initially be
agreed to, in writing, by all of the members. If an operating agreement does not provide for
the method by which an operating agreement may be amended, then all of the members shall agree
in writing to any amendment. (c) A court of equity may enforce an operating agreement by injunction
or by other relief that the court in its...
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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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