10A-2-8.62
Section 10A-2-8.62 Directors' action. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE
JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) Directors' action respecting
a transaction is effective for purposes of Section 10A-2-8.61(b)(1) if the transaction received
the affirmative vote of a majority, but no fewer than two, of those qualified directors on
the board of directors or on a duly empowered committee of the board who voted on the transaction
after either required disclosure to them, to the extent the information was not known by them,
or compliance with subsection (b); provided that action by a committee is to be effective
only if (1) all its members are qualified directors, and (2) its members are either all the
qualified directors on the board or are appointed by the affirmative vote of a majority of
the qualified directors on the board. (b) If a director has a conflicting interest respecting
a transaction but neither the director nor a related person...
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10A-2-8.63
Section 10A-2-8.63 Shareholders' action. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94
EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) Shareholders' action
respecting a transaction is effective for purposes of Section 10A-2-8.61(b)(2) if a majority
of the votes entitled to be cast by the holders of all qualified shares were cast in favor
of the transaction after (1) notice to shareholders describing the director's conflicting
interest transactions, (2) provision of the information referred to in subsection (d), and
(3) required disclosure to the shareholders who voted on the transaction, to the extent the
information was not known by them. (b) For purposes of this section, "qualified shares"
means any shares entitled to vote with respect to the director's conflicting interest transaction
except shares that, to the knowledge, before the vote, of the secretary, or other officer
or agent of the corporation authorized to tabulate votes, are beneficially...
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7-7-505
Section 7-7-505 Indorser not guarantor for other parties. The indorsement of a tangible document
of title issued by a bailee does not make the indorser liable for any default by the bailee
or previous indorsers. (Prior version of this section added by Acts 1965, No. 549, p. 811;
repealed by Act 2004-315, p. 464, §1; current section added by Act 2004-315, p. 464, §1.)...

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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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7-2A-519
Section 7-2A-519 Lessee's damages for nondelivery, repudiation, default, and breach of warranty
in regard to accepted goods. (1) Except as otherwise provided with respect to damages liquidated
in the lease agreement (Section 7-2A-504) or otherwise determined pursuant to agreement of
the parties (Sections 7-1-302 and 7-2A-503), if a lessee elects not to cover or a lessee elects
to cover and the cover is by lease agreement that for any reason does not qualify for treatment
under Section 7-2A-518(2), or is by purchase or otherwise, the measure of damages for nondelivery
or repudiation by the lessor or for rejection or revocation of acceptance by the lessee is
the present value, as of the date of the default, of the then market rent minus the present
value as of the same date of the original rent, computed for the remaining lease term of the
original lease agreement, together with incidental and consequential damages, less expenses
saved in consequence of the lessor's default. (2) Market...
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7-2-705
Section 7-2-705 Seller's stoppage of delivery in transit or otherwise. (1) The seller may stop
delivery of goods in the possession of a carrier or other bailee when he discovers the buyer
to be insolvent (Section 7-2-702) and may stop delivery of carload, truckload, planeload or
larger shipments of express or freight when the buyer repudiates or fails to make a payment
due before delivery or if for any other reason the seller has a right to withhold or reclaim
the goods. (2) As against such buyer the seller may stop delivery until: (a) Receipt of the
goods by the buyer; or (b) Acknowledgment to the buyer by any bailee of the goods except a
carrier that the bailee holds the goods for the buyer; or (c) Such acknowledgment to the buyer
by a carrier by reshipment or as warehouseman; or (d) Negotiation to the buyer of any negotiable
document of title covering the goods. (3)(a) To stop delivery the seller must so notify as
to enable the bailee by reasonable diligence to prevent delivery of...
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7-9A-324
Section 7-9A-324 Priority of purchase-money security interests. (a) General rule: Purchase-money
priority. Except as otherwise provided in subsection (g), a perfected purchase-money security
interest in goods other than inventory or livestock has priority over a conflicting security
interest in the same goods, and, except as otherwise provided in Section 7-9A-327, a perfected
security interest in its identifiable proceeds also has priority, if the purchase-money security
interest is perfected when the debtor receives possession of the collateral or within 20 days
thereafter. (b) Inventory purchase-money priority. Subject to subsection (c) and except as
otherwise provided in subsection (g), a perfected purchase-money security interest in inventory
has priority over a conflicting security interest in the same inventory, has priority over
a conflicting security interest in chattel paper or an instrument constituting proceeds of
the inventory and in proceeds of the chattel paper, if so...
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10A-2-13.30
Section 10A-2-13.30 Court action. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE
JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) If a demand for payment under
Section 10A-2-13.28 remains unsettled, the corporation shall commence a proceeding within
60 days after receiving the payment demand and petition the court to determine the fair value
of the shares and accrued interest. If the corporation does not commence the proceeding within
the 60 day period, it shall pay each dissenter whose demand remains unsettled the amount demanded.
(b) The corporation shall commence the proceeding in the circuit court of the county where
the corporation's principal office, or, if none in this state, its registered office, is located.
If the corporation is a foreign corporation without a registered office in this state, it
shall commence the proceeding in the county in this state where the registered office of the
domestic corporation merged with or whose shares were...
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19-3B-103
Section 19-3B-103 Definitions. In this chapter: (1) ACTION, with respect to an act of a trustee,
includes a failure to act. (2) ASCERTAINABLE STANDARD means a standard relating to an individual's
health, education, support, or maintenance within the meaning of Section 2041(b)(1)(A) or
2514(c)(1) of the Internal Revenue Code of 1986, as in effect on January 1, 2007, or as later
amended. (3) BENEFICIARY means a person that: (A) has a present or future beneficial interest
in a trust, vested or contingent; or (B) in a capacity other than that of trustee, holds a
power of appointment over trust property. (4) CHARITABLE TRUST means a trust, or portion of
a trust, created for a charitable purpose described in Section 19-3B-405(a). (5) CONSERVATOR
means a person appointed by the court to administer the estate of a minor or adult individual.
(6) ENVIRONMENTAL LAW means a federal, state, or local law, rule, regulation, or ordinance
relating to protection of the environment. (7) GUARDIAN means a...
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37-2-62
Section 37-2-62 Action for damages. (a) If the value of such goods, property or chattels so
lost, destroyed or not delivered, or the amount of damages or injury, where injured, shall
not be paid or tendered to such person entitled thereto so presenting such verified claim
therefor within the time prescribed in subsection (b) of Section 37-2-61, such person may,
on bringing an action therefor and on making proof of such shipment and loss, or destruction,
failure to deliver or injury to such goods, chattels or property, and the due presentation
of such verified claim, or demand for the value of, or damage to such goods, property or chattels,
and that such claim was not for more than such value or injury, and the failure of such transportation
company to pay for the same within 60 days from the making of such demand, recover from the
said transportation company fourfold damages, suffered by reason of such loss, destruction
or injury, unless such loss, destruction or injury is the result...
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