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10A-20-10.01
Section 10A-20-10.01 Restrictions; powers of courts and Attorney General not impaired. (a)
Notwithstanding any provision to the contrary in the certificate of formation, other governing
instrument, or under any other law of this state, and except as otherwise provided by court
order, or by a provision in the certificate of formation or other governing instrument, which
in either case is entered or made after August 11, 1971, and expressly limits the applicability
of this section, a corporation which is, or is treated as, a private foundation, as defined
in Section 509 of the Internal Revenue Code of 1986, as amended, during the period it is,
or is treated as, a private foundation: (1) Shall not engage in any act of self-dealing as
defined in Section 4941 (d) thereof; (2) Shall distribute, for the purposes specified in its
certificate of formation, for each taxable year not less than the amounts at the time and
in the manner as not to become subject to the tax on undistributed income...
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10A-5-1.02
Section 10A-5-1.02 Definitions. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE
JANUARY 1, 2017. As used in this chapter, unless the context otherwise requires, the following
terms mean: (1) ARTICLES OF ORGANIZATION. The filing instrument provided for by Section 10A-5-2.01,
or, if it has been amended or restated, as most recently amended or restated. In the case
of a foreign limited liability company, the term includes all documents serving a similar
function that are required to be filed to form the limited liability company in the state
or other jurisdiction where it is organized. The term articles of organization as used in
this chapter is synonymous with the term certificate of formation as defined in Section 10A-1-1.03(6).
In this chapter, the use of the term certificate of formation shall be deemed to include articles
of organization, and vice-versa. Together with the operating agreement, the articles of organization
or certificate of formation of a limited...
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10A-1-1.03
Section 10A-1-1.03 Definitions. As used in this title, unless the context otherwise requires,
the following terms mean: (1) AFFILIATE. A person who controls, is controlled by, or is under
common control with another person. An affiliate of an individual includes the spouse, or
a parent or sibling thereof, of the individual, or a child, grandchild, sibling, parent, or
spouse of any thereof, of the individual, or an individual having the same home as the individual,
or a trust or estate of which an individual specified in this sentence is a substantial beneficiary;
a trust, estate, incompetent, conservatee, protected person, or minor of which the individual
is a fiduciary; or an entity of which the individual is director, general partner, agent,
employee or the governing authority or member of the governing authority. (2) ASSOCIATE. When
used to indicate a relationship with: (A) a domestic or foreign entity for which the person
is: (i) an officer or governing person; or (ii) a beneficial...
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10A-3-1.02
Section 10A-3-1.02 Definitions. As used in this chapter, the following terms shall have the
following meanings, respectively, unless the context otherwise requires: (1) ARTICLES OF INCORPORATION.
The original or restated articles of incorporation or articles of consolidation and all amendments
thereto, including articles of merger, of a domestic or foreign nonprofit corporation. The
term articles of incorporation of a nonprofit corporation constitutes its certificate of formation
as defined in Section 10A-1-1.03(7). The terms may be used interchangeably. The articles of
incorporation or certificate of formation of a nonprofit corporation, together with its bylaws,
constitute its governing documents within the meaning of Section 10A-1-1.03(40). (2) BOARD
OF DIRECTORS. The group of persons vested with the management of the affairs of the corporation
irrespective of the name by which the group is designated. The board of directors of a nonprofit
corporation is its governing authority as...
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10A-30-2.09
Section 10A-30-2.09 Appointment of custodian for close corporation; applicable to corporations
formed as close corporations or electing close corporation status prior to January 1, 1995.
(a) The circuit court of the county in which the corporation has its registered office or
any court in such place having jurisdiction, upon application of any shareholder, may appoint
one or more persons to be custodians, and, if the corporation is insolvent, to be receivers,
of any close corporation when: (1) Pursuant to Section 10A-30-2.08, the business and affairs
of the corporation are managed by the shareholders and they are so divided that the business
of the corporation is suffering or is threatened with irreparable injury and any remedy with
respect to such deadlock provided in the governing documents or in any written agreement of
the shareholders has failed; or (2) The petitioning shareholder has the right to the dissolution
of the corporation under a provision of the certificate of formation...
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11-92C-8
Section 11-92C-8 Powers of authority. (a) The authority shall have the following powers, together
with all powers incidental thereto or necessary to the discharge thereof in corporate form:
(1) To have succession by its corporate name for the duration of time, which may be in perpetuity,
subject to Section 11-92C-20, specified in its certificate of incorporation. (2) To sue and
be sued in its own name and to prosecute and defend civil actions in any court having jurisdiction
of the subject matter and of the parties; provided that the authority shall be deemed to be
a governmental entity as defined in Chapter 93 of this title for the purpose of limiting the
damages for which the authority may be liable. (3) To adopt and make use of a corporate seal
and to alter the seal at its pleasure. (4) To adopt and alter bylaws for the regulation and
conduct of its affairs and business. (5) To acquire, whether by purchase, construction, exchange,
gift, lease, or otherwise, and to refinance existing...
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10A-4-3.02
Section 10A-4-3.02 Death or disqualification of shareholder. (a) Upon the death of a shareholder
of a domestic professional corporation, or if a shareholder of a domestic professional corporation
becomes a disqualified person, or if shares of a domestic professional corporation are transferred
by operation of law or court decree to a disqualified person, the shares of the deceased shareholder
or of the disqualified person may be transferred to a qualified person and, if not so transferred,
shall be purchased or redeemed by the domestic professional corporation to the extent of funds
which may be legally made available for the purchase. (b) If the price for the shares is not
fixed by the governing documents of the domestic professional corporation or by private agreement,
the domestic professional corporation, within six months after the death or 30 days after
the disqualification or transfer, as the case may be, shall make a written offer to pay for
the shares at a specified price...
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8-6-110
Section 8-6-110 Definitions. The following words and phrases, as used in this article, shall
have the following meanings: (1) AUTHORIZING ACT. Any of the following statutes or acts: a.
Any of the following sections, as amended: Section 11-20-1 et seq., relating to industrial
revenue bonds to be issued by counties; Section 11-54-20 et seq., relating to industrial revenue
bonds to be issued by municipalities; Section 11-54-80 et seq., relating to industrial revenue
bonds to be issued by municipal industrial development boards; Section 11-58-1 et seq., relating
to industrial revenue bonds to be issued by municipal medical clinic boards, Section 22-21-170
et seq., relating to industrial revenue bonds to be issued by county and municipal hospital
authorities; and Section 11-20-30 et seq., relating to industrial revenue bonds to be issued
by county industrial development boards. b. The following acts of the Alabama Legislature:
Act No. 4, enacted at the 1956 Second Special Session of the...
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22-32-1
Section 22-32-1 Enactment of Southeast Interstate Low-Level Radioactive Waste Management Compact.
The Southeast Interstate Low-Level Radioactive Waste Management Compact is hereby enacted
into law and entered into by the State of Alabama with any and all states legally joining
therein in accordance with its terms, in the form substantially as follows: SOUTHEAST INTERSTATE
LOW-LEVEL RADIOACTIVE WASTE MANAGEMENT COMPACT Article I. Policy and Purpose There is hereby
created the Southeast Interstate Low-Level Radioactive Waste Management Compact. The party
states recognize and declare that each state is responsible for providing for the availability
of capacity either within or outside the state for the disposal of low-level radioactive waste
generated within its borders, except for waste generated as a result of defense activities
of the federal government or federal research and development activities. They also recognize
that the management of low-level radioactive waste is handled most...
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7-9A-102
Section 7-9A-102 Definitions and index of definitions. (a) Article 9A definitions. In this
article: (1) "Accession" means goods that are physically united with other goods
in such a manner that the identity of the original goods is not lost. (2) "Account,"
except as used in "account for," means a right to payment of a monetary obligation,
whether or not earned by performance, (i) for property that has been or is to be sold, leased,
licensed, assigned, or otherwise disposed of, (ii) for services rendered or to be rendered,
(iii) for a policy of insurance issued or to be issued, (iv) for a secondary obligation incurred
or to be incurred, (v) for energy provided or to be provided, (vi) for the use or hire of
a vessel under a charter or other contract, (vii) arising out of the use of a credit or charge
card or information contained on or for use with the card, or (viii) as winnings in a lottery
or other game of chance operated or sponsored by a State, governmental unit of a State, or...
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