Article 1 General Provisions 10A-5-1.01 – 10A-5-1.06
Article 2 Formation 10A-5-2.01 – 10A-5-2.07
Article 3 Relationship of Members and Managers to Third Parties 10A-5-3.01 – 10A-5-3.03
Article 4 Relationship Among Members 10A-5-4.01 – 10A-5-4.04
Article 5 Contributions and Distributions 10A-5-5.01 – 10A-5-5.05
Article 6 Transfer of Membership Interest 10A-5-6.01 – 10A-5-6.06
Article 7 Dissolution 10A-5-7.01 – 10A-5-7.06
Article 8 Professional Services 10A-5-8.01
Article 9 Merger and Consolidation 10A-5-9.01 – 10A-5-9.06

Terms Used In Alabama Code > Title 10A > Chapter 5

  • abortion: The use or prescription of any instrument, medicine, drug, or any other substance or device with the intent to terminate the pregnancy of a woman known to be pregnant with knowledge that the termination by those means will with reasonable likelihood cause the death of the unborn child. See Alabama Code 45-39-221.09
  • ABORTION INDUCING DRUG: A medicine, drug, or any other substance prescribed or dispensed with the intent of terminating the clinically diagnosable pregnancy of a woman, with the knowledge that the termination will with reasonable likelihood cause the death of the unborn child. See Alabama Code 45-39-221.09
  • ABORTION OR REPRODUCTIVE HEALTH CENTER: A facility defined and regulated as an abortion or reproductive health center by the rules of the Alabama State Board of Health. See Alabama Code 45-39-221.09
  • action: Any suit, counterclaim, crossclaim or third party claim filed at law or in equity, including any claim therein asserted by one or more parties or against one or more parties in a multi-party action or suit, or an appeal thereof. See Alabama Code 45-39-200.08
  • Adjourn: A motion to adjourn a legislative chamber or a committee, if passed, ends that day's session.
  • administer: To give or apply a pharmacologic or other therapeutic agent to a patient. See Alabama Code 45-39-221.09
  • Affidavit: A written statement of facts confirmed by the oath of the party making it, before a notary or officer having authority to administer oaths.
  • Allegation: something that someone says happened.
  • Amortization: Paying off a loan by regular installments.
  • Annuity: A periodic (usually annual) payment of a fixed sum of money for either the life of the recipient or for a fixed number of years. A series of payments under a contract from an insurance company, a trust company, or an individual. Annuity payments are made at regular intervals over a period of more than one full year.
  • annuity: Payments for life derived from the accumulated contributions of a member. See Alabama Code 45-38-243.05
  • Answer: The formal written statement by a defendant responding to a civil complaint and setting forth the grounds for defense.
  • Appeal: A request made after a trial, asking another court (usually the court of appeals) to decide whether the trial was conducted properly. To make such a request is "to appeal" or "to take an appeal." One who appeals is called the appellant.
  • Appellate: About appeals; an appellate court has the power to review the judgement of another lower court or tribunal.
  • Appraisal: A determination of property value.
  • Arraignment: A proceeding in which an individual who is accused of committing a crime is brought into court, told of the charges, and asked to plead guilty or not guilty.
  • ARTICLES OF ORGANIZATION: The filing instrument provided for by Section 10A-5-2. See Alabama Code 45-4-11
  • Attachment: A procedure by which a person's property is seized to pay judgments levied by the court.
  • Attorney-in-fact: A person who, acting as an agent, is given written authorization by another person to transact business for him (her) out of court.
  • AUTHORIZING RESOLUTION: The resolution adopted by the governing body of the City of Florence or the county, in accordance with this part, that authorizes the organization of the tourism board. See Alabama Code 45-39-221
  • Bail: Security given for the release of a criminal defendant or witness from legal custody (usually in the form of money) to secure his/her appearance on the day and time appointed.
  • Bankruptcy: Refers to statutes and judicial proceedings involving persons or businesses that cannot pay their debts and seek the assistance of the court in getting a fresh start. Under the protection of the bankruptcy court, debtors may discharge their debts, perhaps by paying a portion of each debt. Bankruptcy judges preside over these proceedings.
  • board: The board of directors of the tourism board. See Alabama Code 45-39-221
  • BOARD OF CONTROL: The board provided for in Section 36-27-23 to administer the retirement system. See Alabama Code 45-38-243.05
  • BUSINESS CORPORATION: A corporation or foreign corporation as defined in Chapter 2. See Alabama Code 45-26-231.06
  • BUSINESS ENTITY: A corporation, limited liability company, partnership, limited partnership, registered limited liability partnership, or other entity organized to engage in business, whether for profit or not, created under the laws of the State of Alabama, predecessor law, or law of another jurisdiction. See Alabama Code 45-4-11
  • Capital offense: A crime punishable by death.
  • CERTIFICATE OF DISSOLUTION: Any document such as a certificate of dissolution, statement of dissolution, or articles of dissolution, required or permitted to be filed publicly with respect to an entity's dissolution and winding up of its business, activity, activities, not for profit activity, or affairs. See Alabama Code 45-26-231.06
  • chairman: The judge of probate acting as chairman of the county commission. See Alabama Code 35-11-219
  • Clerk of court: An officer appointed by the court to work with the chief judge in overseeing the court's administration, especially to assist in managing the flow of cases through the court and to maintain court records.
  • commission: The county commission with the judge of probate as chairman. See Alabama Code 35-11-219
  • Common law: The legal system that originated in England and is now in use in the United States. It is based on judicial decisions rather than legislative action.
  • Complaint: A written statement by the plaintiff stating the wrongs allegedly committed by the defendant.
  • Continuance: Putting off of a hearing ot trial until a later time.
  • contribution: A tangible or intangible benefit that a person transfers to an entity in consideration for an ownership interest in the entity or otherwise in the person's capacity as an owner or a member. See Alabama Code 45-26-231.06
  • cooperative: A cooperative marketing association for marketing of farm products. See Alabama Code 32-6-15
  • corporation: Includes a domestic or foreign business corporation as defined in Chapter 2, a domestic or foreign nonprofit corporation as defined in Chapter 3, a domestic or foreign professional corporation as defined in Chapter 4, and those entities specified in Chapter 20 as corporate. See Alabama Code 45-26-231.06
  • Counterclaim: A claim that a defendant makes against a plaintiff.
  • county: Lauderdale County, Alabama. See Alabama Code 45-39-221
  • COUNTY LODGING TAX: That certain tax levied pursuant to Part 5, commencing with Section 45-39-244, of Article 24 of this chapter. See Alabama Code 45-39-221
  • court: Every court and judge having jurisdiction in a case. See Alabama Code 45-26-231.06
  • court: Unless some other court is specifically designated, such term shall be construed to mean court of probate. See Alabama Code 35-9A-401
  • Court reporter: A person who makes a word-for-word record of what is said in court and produces a transcript of the proceedings upon request.
  • day: When used in the computation of time excludes the first day and includes the last day of the period so computed, unless the last day is a Saturday, Sunday, or legal holiday, in which event the period runs until the end of the next day that is not a Saturday, a Sunday, or a legal holiday. See Alabama Code 45-26-231.06
  • Deed: The legal instrument used to transfer title in real property from one person to another.
  • Defendant: In a civil suit, the person complained against; in a criminal case, the person accused of the crime.
  • defense: Any affirmative defense under Rule 8(c), Alabama Rules of Civil Procedure, filed in any action at law or in equity. See Alabama Code 45-39-200.08
  • Dependent: A person dependent for support upon another.
  • Deposition: An oral statement made before an officer authorized by law to administer oaths. Such statements are often taken to examine potential witnesses, to obtain discovery, or to be used later in trial.
  • Devise: To gift property by will.
  • director: A member of the board. See Alabama Code 45-39-221
  • director: An individual who serves on the board of directors, by whatever name known, of a foreign or domestic corporation. See Alabama Code 45-26-231.06
  • Discovery: Lawyers' examination, before trial, of facts and documents in possession of the opponents to help the lawyers prepare for trial.
  • Dismissal: The dropping of a case by the judge without further consideration or hearing. Source:
  • dispense: To sell, distribute, administer, leave with, give away, dispose of, deliver, or supply a drug or medicine to the ultimate user or the user's agent. See Alabama Code 45-39-221.09
  • distribution: A transfer of property, including cash, from an entity to an owner or member of the entity in the owner's or member's capacity as an owner or member. See Alabama Code 45-26-231.06
  • district: Water management district. See Alabama Code 35-9A-401
  • Docket: A log containing brief entries of court proceedings.
  • domestic: With respect to an entity, that the entity is formed and exists under this title. See Alabama Code 45-26-231.06
  • engineer: The agricultural engineer of the Alabama Extension Service. See Alabama Code 35-11-219
  • Entitlement: A Federal program or provision of law that requires payments to any person or unit of government that meets the eligibility criteria established by law. Entitlements constitute a binding obligation on the part of the Federal Government, and eligible recipients have legal recourse if the obligation is not fulfilled. Social Security and veterans' compensation and pensions are examples of entitlement programs.
  • entity: A domestic entity or foreign entity. See Alabama Code 45-26-231.06
  • Equitable: Pertaining to civil suits in "equity" rather than in "law." In English legal history, the courts of "law" could order the payment of damages and could afford no other remedy. See damages. A separate court of "equity" could order someone to do something or to cease to do something. See, e.g., injunction. In American jurisprudence, the federal courts have both legal and equitable power, but the distinction is still an important one. For example, a trial by jury is normally available in "law" cases but not in "equity" cases. Source: U.S. Courts
  • Ex officio: Literally, by virtue of one's office.
  • expenses: as used in this article shall include all expenses incident to or necessary to organize, defend, promote, improve, operate, maintain or dissolve a subdistrict. See Alabama Code 35-11-228
  • Extradition: The formal process of delivering an accused or convicted person from authorities in one state to authorities in another state.
  • Fair market value: The price at which an asset would change hands in a transaction between a willing, informed buyer and a willing, informed seller.
  • father: The biological father of the human fetus. See Alabama Code 45-39-200.01
  • Fee simple: Absolute title to property with no limitations or restrictions regarding the person who may inherit it.
  • Felony: A crime carrying a penalty of more than a year in prison.
  • Fiduciary: A trustee, executor, or administrator.
  • FILING INSTRUMENT: An instrument, document, or statement that is required or authorized by this title to be filed by or for an entity with the filing officer in accordance with Article 4. See Alabama Code 45-26-231.06
  • FINANCIAL RIGHTS: Rights to a. See Alabama Code 45-4-11
  • florence: The City of Florence, Alabama. See Alabama Code 45-39-221
  • Foreclosure: A legal process in which property that is collateral or security for a loan may be sold to help repay the loan when the loan is in default. Source: OCC
  • foreign: With respect to an entity, that the entity is formed and existing under the laws of a jurisdiction other than this state. See Alabama Code 45-26-231.06
  • FOREIGN LIMITED LIABILITY COMPANY: An organization formed under the laws of any jurisdiction other than Alabama that is substantially similar to a limited liability company. See Alabama Code 45-4-11
  • fund: The Judicial Retirement Fund provided for in this chapter. See Alabama Code 45-38-243.05
  • Garnishment: Generally, garnishment is a court proceeding in which a creditor asks a court to order a third party who owes money to the debtor or otherwise holds assets belonging to the debtor to turn over to the creditor any of the debtor
  • GENERAL PARTNERSHIP: A partnership as defined in Chapter 8A. See Alabama Code 45-26-231.06
  • GOVERNANCE RIGHTS: All a member's rights as a member of a limited liability company except financial rights, including without limitation, the rights to participate in the management of the limited liability company and to bind the limited liability company as provided in Section 10A-5-3. See Alabama Code 45-4-11
  • GOVERNING BODY: With respect to the county, its county commission, and, with respect to a municipality, its city or town council, board of commissioners, or other like governing body. See Alabama Code 45-39-221
  • Hearsay: Statements by a witness who did not see or hear the incident in question but heard about it from someone else. Hearsay is usually not admissible as evidence in court.
  • In forma pauperis: In the manner of a pauper. Permission given to a person to sue without payment of court fees on claim of indigence or poverty.
  • Indemnification: In general, a collateral contract or assurance under which one person agrees to secure another person against either anticipated financial losses or potential adverse legal consequences. Source: FDIC
  • individual: A natural person and the estate of an incompetent or deceased natural person. See Alabama Code 45-26-231.06
  • insolvent: A person who is unable to pay the person's debts as they become due in the usual course of business or affairs. See Alabama Code 45-26-231.06
  • Joint resolution: A legislative measure which requires the approval of both chambers.
  • JUDGE OF PROBATE: The judge of probate of the county in which a domestic entity's certificate of formation is filed, or, with respect to a statement of authority under Chapter 8A, which is to be filed in the real property records of a particular county, the judge of probate of the county in which that statement is filed. See Alabama Code 45-26-231.06
  • Judgement: The official decision of a court finally determining the respective rights and claims of the parties to a suit.
  • Juror: A person who is on the jury.
  • law: Unless the context requires otherwise, both statutory and common law. See Alabama Code 45-26-231.06
  • legislature: The Legislature of the state. See Alabama Code 45-39-221
  • Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
  • license: A license, certificate of registration, or other legal authorization. See Alabama Code 45-26-231.06
  • LICENSING AUTHORITY: The state court, state regulatory licensing board, or other like agency which has the power to issue a license or other legal authorization to render professional services. See Alabama Code 45-26-231.06
  • Lien: A claim against real or personal property in satisfaction of a debt.
  • LIMITED LIABILITY COMPANY: A limited liability company as defined in Chapter 5A. See Alabama Code 45-26-231.06
  • LIMITED LIABILITY PARTNERSHIP: A limited liability partnership as defined in Chapter 8A. See Alabama Code 45-26-231.06
  • LIMITED PARTNERSHIP: A limited partnership as defined in Chapter 9A. See Alabama Code 45-26-231.06
  • Litigation: A case, controversy, or lawsuit. Participants (plaintiffs and defendants) in lawsuits are called litigants.
  • member: A person reflected in the required records of a limited liability company as the owner of some governance rights of a membership interest in the limited liability company. See Alabama Code 45-4-11
  • merger: The combination of one or more domestic entities with one or more domestic entities or non-code organizations resulting in:

    (A) one or more surviving domestic entities or non-code organizations;

    (B) the creation of one or more new domestic entities or non-code organizations, or one or more surviving domestic entities or non-code organizations; or

    (C) one or more surviving domestic entities or non-code organizations and the creation of one or more new domestic entities or non-code organizations. See Alabama Code 45-26-231.06

  • mother: The female who is pregnant with a live human fetus which may be subject to a partial-birth abortion under this chapter. See Alabama Code 45-39-200.01
  • municipality: Any incorporated municipality located wholly within the county. See Alabama Code 45-39-221
  • non compos mentis: include all persons of unsound mind. See Alabama Code 30-3D-608
  • NOTICE BY PUBLICATION: Unless otherwise specified, such notice shall consist of publication once in each of three consecutive weeks (three insertions) in some newspaper having general circulation in the county or counties wherein the land in the water management district is located, the last insertion to be made at least 15 days prior to the date fixed for the hearing of said notice, and it shall not be necessary that the publication shall be made on the same day in each of the three weeks, but not less than 14 days, excluding the day of the first publication, shall intervene between the first publication and the last publication. See Alabama Code 35-9A-401
  • officer: An individual elected, appointed, or designated as an officer of an entity by the entity's governing authority or under the entity's governing documents. See Alabama Code 45-26-231.06
  • OPERATING AGREEMENT: A written agreement of the member or members governing the affairs of a limited liability company and the conduct of its business. See Alabama Code 45-4-11
  • Oral argument: An opportunity for lawyers to summarize their position before the court and also to answer the judges' questions.
  • organization: A corporation, limited partnership, general partnership, limited liability company, business trust, real estate investment trust, joint venture, joint stock company, cooperative, association, bank, insurance company, credit union, savings and loan association, or other organization, regardless of whether the organization is for profit, not for profit, nonprofit, domestic, or foreign. See Alabama Code 45-26-231.06
  • organizer: A person, who need not be an owner or member of the entity, who, having the capacity to contract, is authorized to execute documents in connection with the formation of the entity. See Alabama Code 45-26-231.06
  • Oversight: Committee review of the activities of a Federal agency or program.
  • OWNERSHIP INTEREST: An owner's interest in an entity. See Alabama Code 45-26-231.06
  • PARTIAL-BIRTH ABORTION: An abortion in which the person performing the abortion partially vaginally delivers a living fetus before killing the fetus and completing the delivery. See Alabama Code 45-39-200.01
  • partnership: Includes a general partnership, a limited liability partnership, a foreign limited liability partnership, a limited partnership, a foreign limited partnership, a limited liability limited partnership, and a foreign limited liability limited partnership. See Alabama Code 45-26-231.06
  • PARTY TO THE MERGER: A domestic entity or non-code organization that under a plan of merger is combined by a merger. See Alabama Code 45-26-231.06
  • pension: Payments for life derived from money provided by the employer. See Alabama Code 45-38-243.05
  • person: An individual, including the estate of an incompetent or deceased individual, or an organization, whether created by the laws of this state or another state or foreign country, including, without limitation, a general partnership, limited liability partnership, limited partnership, limited liability limited partnership, limited liability company, corporation, professional corporation, professional association, trustee, personal representative, fiduciary, as defined in Section 19-3-150 or person performing in any similar capacity, business trust, estate, trust, association, joint venture, government, governmental subdivision, agency, or instrumentality, or any other legal or commercial entity. See Alabama Code 45-26-231.06
  • person: Any individual, partnership, stock company or corporation. See Alabama Code 35-9A-401
  • physician: A doctor of medicine or osteopathy legally authorized to practice medicine and surgery by the state or any other individual legally authorized by the state to perform abortions. See Alabama Code 45-39-200.01
  • physician: A person currently licensed by the Medical Licensure Commission, State of Alabama, to practice medicine or osteopathy pursuant to Section 34-24-50, et seq. See Alabama Code 45-39-221.09
  • Plaintiff: The person who files the complaint in a civil lawsuit.
  • plan: The Judges' and Clerks' Plan provided for in Section 12-18-151. See Alabama Code 45-38-243.05
  • PLANNING JURISDICTION: A municipality's planning jurisdiction but excludes any portion of the planning jurisdiction located outside of the county. See Alabama Code 45-39-221
  • Plea: In a criminal case, the defendant's statement pleading "guilty" or "not guilty" in answer to the charges, a declaration made in open court.
  • Pleadings: Written statements of the parties in a civil case of their positions. In the federal courts, the principal pleadings are the complaint and the answer.
  • Precedent: A court decision in an earlier case with facts and law similar to a dispute currently before a court. Precedent will ordinarily govern the decision of a later similar case, unless a party can show that it was wrongly decided or that it differed in some significant way.
  • prescription: A physician's order for the preparation and administration of a drug or device for a patient. See Alabama Code 45-39-221.09
  • Pro se: A Latin term meaning "on one's own behalf"; in courts, it refers to persons who present their own cases without lawyers.
  • Probation: A sentencing alternative to imprisonment in which the court releases convicted defendants under supervision as long as certain conditions are observed.
  • PROFESSIONAL CORPORATION: A domestic or foreign professional corporation as defined in Chapter 4. See Alabama Code 45-26-231.06
  • PROFESSIONAL SERVICE: Any type of service that may lawfully be performed only pursuant to a license issued by a state court, state regulatory licensing board, or other like agency pursuant to state laws. See Alabama Code 45-26-231.06
  • property: Includes all property, whether real, personal, or mixed, or tangible or intangible, or any right or interest therein. See Alabama Code 45-26-231.06
  • Prosecute: To charge someone with a crime. A prosecutor tries a criminal case on behalf of the government.
  • Public defender: Represent defendants who can't afford an attorney in criminal matters.
  • Public law: A public bill or joint resolution that has passed both chambers and been enacted into law. Public laws have general applicability nationwide.
  • real property: includes lands, tenements and hereditaments. See Alabama Code 30-3D-608
  • Reporter: Makes a record of court proceedings and prepares a transcript, and also publishes the court's opinions or decisions (in the courts of appeals).
  • Restitution: The court-ordered payment of money by the defendant to the victim for damages caused by the criminal action.
  • retirement: Withdrawal from active service with a retirement allowance or optional benefit in lieu thereof granted under this article. See Alabama Code 45-38-243.05
  • RETIREMENT ALLOWANCE: The sum of the annuity and the pension. See Alabama Code 45-38-243.05
  • RETIREMENT SYSTEM: The Employees' Retirement System of Alabama as defined in Section 36-27-2. See Alabama Code 45-38-243.05
  • SECRETARY OF STATE: The Secretary of State of the State of Alabama. See Alabama Code 45-26-231.06
  • Service of process: The service of writs or summonses to the appropriate party.
  • Settlement: Parties to a lawsuit resolve their difference without having a trial. Settlements often involve the payment of compensation by one party in satisfaction of the other party's claims.
  • state: Includes, when referring to a part of the United States, a state or commonwealth, and its agencies and governmental subdivisions, and a territory or possession, and its agencies and governmental subdivisions, of the United States. See Alabama Code 45-26-231.06
  • state: The State of Alabama. See Alabama Code 45-39-221
  • subdistrict: A drainage subdistrict. See Alabama Code 35-11-219
  • Subpoena: A command to a witness to appear and give testimony.
  • Summons: Another word for subpoena used by the criminal justice system.
  • Testimony: Evidence presented orally by witnesses during trials or before grand juries.
  • Tort: A civil wrong or breach of a duty to another person, as outlined by law. A very common tort is negligent operation of a motor vehicle that results in property damage and personal injury in an automobile accident.
  • TOURISM BOARD: The public corporation organized pursuant to this part. See Alabama Code 45-39-221
  • Transcript: A written, word-for-word record of what was said, either in a proceeding such as a trial or during some other conversation, as in a transcript of a hearing or oral deposition.
  • Trial: A hearing that takes place when the defendant pleads "not guilty" and witnesses are required to come to court to give evidence.
  • Trust account: A general term that covers all types of accounts in a trust department, such as estates, guardianships, and agencies. Source: OCC
  • trustee: A person who serves as a trustee of a trust, including a real estate investment trust. See Alabama Code 45-26-231.06
  • Trustee: A person or institution holding and administering property in trust.
  • Usury: Charging an illegally high interest rate on a loan. Source: OCC
  • Venue: The geographical location in which a case is tried.
  • Verdict: The decision of a petit jury or a judge.
  • viewers: The board of viewers. See Alabama Code 35-9A-401
  • without substantial justification: when used with reference to any action, claim, defense or appeal, including without limitation any motion, means that such action, claim, defense or appeal (including any motion) is frivolous, groundless in fact or in law, or vexatious, or interposed for any improper purpose, including without limitation, to cause unnecessary delay or needless increase in the cost of litigation, as determined by the court. See Alabama Code 45-39-200.08
  • Writ: A formal written command, issued from the court, requiring the performance of a specific act.
  • Writ of certiorari: An order issued by the Supreme Court directing the lower court to transmit records for a case for which it will hear on appeal.