47-1A-140. Chapter definitions. Terms used in this chapter mean:

(1) "Articles of incorporation," the original articles of incorporation, all amendments thereof, and any other documents permitted or required to be filed by a domestic business corporation with the Office of the Secretary of State under any provision of this chapter except §§ 47-1A-1621.1 to 47-1A-1701, inclusive. If an amendment of the articles or any other document filed under this chapter restates the articles in their entirety, from that time forward the articles do not include any prior documents;

(2) "Authorized shares," the shares of all classes a domestic or foreign corporation is authorized to issue;

(3) "Conspicuous," so written that a reasonable person against whom the writing is to operate should have noticed it. For example, printing in italics or boldface or contrasting color, or typing in capitals or underlined, is conspicuous;

(4) "Corporation," "domestic corporation," or "domestic business corporation," any corporation for profit, which is not a foreign corporation, incorporated under or subject to the provisions of this chapter;

(5) "Deliver," or "delivery," any method of delivery used in conventional commercial practice, including delivery by hand, mail, commercial delivery, and electronic transmission;

(6) "Distribution," any direct or indirect transfer of money or other property, except its own shares, or incurrence of indebtedness by a corporation to or for the benefit of its shareholders in respect of any of its shares. A distribution may be in the form of a declaration or payment of a dividend; a purchase, redemption, or other acquisition of shares; a distribution of indebtedness; or otherwise;

(7) "Domestic unincorporated entity," an unincorporated entity whose internal affairs are governed by the laws of this state;

(8) "Electronic transmission," or "electronically transmitted," any process of communication not directly involving the physical transfer of paper that is suitable for the retention, retrieval, and reproduction of information by the recipient;

(9) "Eligible entity," any domestic or foreign unincorporated entity;

(10) "Eligible interest," an interest or membership as defined in this section;

(11) "Employee," includes any officer but not a director. However, a director may accept duties that make the director also an employee;

(12) "Entity," includes domestic and foreign business corporation; estate; trust; domestic and foreign unincorporated entity; and state government, the United States government, and any foreign government;

(13) "Facts objectively ascertainable," outside of a filed document or plan as defined in §§ 47-1A-120.1 to 47-1A-120.3, inclusive;

(14) "Filing entity," any unincorporated entity that is of a type that is created by filing a public organic document;

(15) "Foreign corporation," any corporation incorporated under a law other than the law of this state, which would be a business corporation if incorporated under the laws of this state;

(16) "Foreign nonprofit corporation," any corporation incorporated under a law other than the law of this state, which would be a nonprofit corporation if incorporated under the laws of this state;

(17) "Foreign unincorporated entity," any unincorporated entity whose internal affairs are governed by an organic law of a jurisdiction other than this state;

(18) "Governmental subdivision," includes authority, county, district, and municipality;

(19) "Individual," any natural person;

(20) "Interest," either or both of the following rights under the organic law of an unincorporated entity:

(a) The right to receive distributions from the entity either in the ordinary course or upon liquidation; or

(b) The right to receive notice or vote on issues involving its internal affairs, other than as an agent, assignee, proxy, or person responsible for managing its business and affairs;

(21) "Interest holder," any person who holds of record an interest;

(22) "Membership," the rights of a member in a domestic or foreign nonprofit corporation;

(23) "Nonfiling entity," any unincorporated entity that is of a type that is not created by filing a public organic document;

(24) "Nonprofit corporation," or "domestic nonprofit corporation," any corporation incorporated under the laws of this state and subject to the provisions of chapters 47-22 to 47-28, inclusive;

(25) "Organic document," any public organic document or a private organic document;

(26) "Organic law," the statute governing the internal affairs of a domestic or foreign business or nonprofit corporation or unincorporated entity;

(27) "Owner liability," personal liability for a debt, obligation, or liability of a domestic or foreign business or nonprofit corporation or unincorporated entity that is imposed on a person:

(a) Solely by reason of the person's status as a shareholder, member, or interest holder; or

(b) By the articles of incorporation, bylaws, or an organic document under a provision of the organic law of an entity authorizing the articles of incorporation, bylaws, or an organic document to make one or more specified shareholders, members, or interest holders liable in their capacity as shareholders, members, or interest holders for all or specified debts, obligations, or liabilities of the entity;

(28) "Person," includes an individual and an entity;

(29) "Principal office," the office, in or out of this state, so designated in the annual report where the principal executive offices of a domestic or foreign corporation are located;

(30) "Private organic document," any document, other than the public organic document, if any, that determines the internal governance of an unincorporated entity. If a private organic document has been amended or restated, the term means the private organic document as last amended or restated;

(31) "Public organic document," the document, if any, that is filed of public record to create an unincorporated entity. If a public organic document has been amended or restated, the term means the public organic document as last amended or restated;

(32) "Proceeding," includes civil suit and criminal, administrative, and investigatory action;

(33) "Record date," the date established under §§ 47-1A-601 to 47-1A-603, inclusive, or §§ 47-1A-701 to 47-1A-747, inclusive, on which a corporation determines the identity of its shareholders and their shareholdings for purposes of this chapter. The determinations shall be made as of the close of business on the record date unless another time for doing so is specified when the record date is fixed;

(34) "Secretary," the corporate officer to whom the board of directors has delegated responsibility under § 47-1A-840 for custody of the minutes of the meetings of the board of directors and of the shareholders and for authenticating records of the corporation;

(35) "Shareholder," the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation;

(36) "Shares," the units into which the proprietary interests in a corporation are divided;

(37) "Sign," or "signature," includes any manual, facsimile, conformed, or electronic signature;

(38) "State," when referring to a part of the United States, includes a state and commonwealth, and their agencies and governmental subdivisions, and a territory and insular possession, and their agencies and governmental subdivisions, of the United States;

(39) "Subscriber," any person who subscribes for shares in a corporation, whether before or after incorporation;

(40) "Unincorporated entity," any organization or artificial legal person that either has a separate legal existence or has the power to acquire an estate in real property in its own name and that is not any of the following: a domestic or foreign business or nonprofit corporation, an estate, a trust, a state, the United States, or a foreign government. The term includes a general partnership, limited liability company, limited partnership, business trust, joint stock association, and incorporated nonprofit association;

(41) "United States," includes district, authority, bureau, commission, department, and any other agency of the United States;

(42) "Voting group," all shares of one or more classes or series that, under the articles of incorporation or this chapter, are entitled to vote and be counted together collectively on a matter at a meeting of shareholders. All shares entitled by the articles of incorporation or this chapter to vote generally on the matter are for that purpose a single voting group;

(43) "Voting power," the current power to vote in the election of directors.Source: SL 2005, ch 239, § 19.