Governing Persons and Officers.

Ala. Code tit. 10A, ch. 1, art. 3, div. C

in effect

Ala. Code § 10A-1-3.21 Rights of Governing Persons in Certain Cases.

10A-1-3.21. Rights of Governing Persons in Certain Cases. (a) In discharging a duty or exercising a power, a governing person, including a governing person who is a member of a committee, in good faith and with ordinary care, may rely on information, opinions, reports, or statements, including financial statements and other financial data, concerning a domestic entity or another person and prepared or presented by: (1) an officer or employee of the entity; (2) legal counsel; (3) a public accountant or certified public accountant; (4) an investment banker; (5) a person who the governing person reasonably believes possesses professional expertise in the matter; or (6) a committee of the governing authority of which the governing person is not a member. (b) A governing person may not in good faith rely on the information described by subsection (a) if the governing person has knowledge of a matter that makes the reliance unwarranted. (c) A governing person held liable on a claim is entitled to contribution from each of the other governing persons held liable on the same claim, as appropriate to achieve equity. (Act 2009-513, p. 967, §18.)

Ala. Code § 10A-1-3.22 Officers.

10A-1-3.22. Officers. (a) Officers of a domestic entity may be elected or appointed in accordance with the governing documents of the entity or by the governing authority of the entity unless prohibited by the governing documents. (b) An officer of an entity shall perform the duties in the management of the entity and has the authority as provided by the governing documents of the entity or by the governing authority that elects or appoints the officer. (c) A person may simultaneously hold any two or more offices of an entity unless prohibited by this title or the governing documents of the entity. (Act 2009-513, p. 967, §18.)

Ala. Code § 10A-1-3.23 Removal of Officers.

10A-1-3.23. Removal of Officers. (a) Unless otherwise provided by the governing documents of a domestic entity, an officer may be removed for or without cause by the governing authority or as provided by the governing documents of the entity. The removal of an officer does not prejudice any contract rights of the person removed. (b) Election or appointment of an officer does not by itself create contract rights. (Act 2009-513, p. 967, §18.)

Ala. Code § 10A-1-3.24 Rights of Officers in Certain Cases.

10A-1-3.24. Rights of Officers in Certain Cases. (a) In discharging a duty or exercising a power, an officer of a domestic entity, in good faith and ordinary care, may rely on information, opinions, reports, or statements, including financial statements and other financial data, concerning the entity or another person and prepared or presented by: (1) another officer or an employee of the entity; (2) legal counsel; (3) a public accountant or certified public accountant; (4) an investment banker; or (5) a person who the officer reasonably believes possesses professional expertise in the matter. (b) An officer may not in good faith rely on the information described by subsection (a) if the officer has knowledge of a matter that makes the reliance unwarranted. (Act 2009-513, p. 967, §18.)

Source: Alabama Legislature (alison.legislature.state.al.us)URL: https://alison.legislature.state.al.us/code-of-alabamaFetched: 10/20/2026