17-16-140. Definitions.

(a) In this act:

(i) "Articles of incorporation" means 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 secretary of state under any provision of this act. If an amendment of the articles or any other document filed under this act restates the articles in their entirety thenceforth the articles shall not include any prior documents;

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

(iii) "Conspicuous" means 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;

(iv) "Corporation" or "domestic corporation" means a corporation for profit, which is not a foreign corporation, incorporated under or subject to the provisions of this act;

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

(vi) "Distribution" means a direct or indirect transfer of money or other property, except the corporation's 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;

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

(viii) "Effective date of notice" is defined in W.S. 17-16-141;

(ix) "Electronic transmission" or "transmitted electronically" means any process of communication that does not directly involve the physical transfer of paper, including a process of communication that uses one (1) or more distributed or other electronic networks or databases, and that is suitable for the retention, retrieval and reproduction of information by the recipient;

(x) "Eligible entity" means a domestic or foreign unincorporated entity or a domestic or foreign nonprofit corporation;

(xi) "Eligible interests" means interests;

(xii) "Employee" includes an officer but not a director. A director may accept duties that make him also an employee;

(xiii) "Entity" includes domestic corporation and foreign corporation, domestic nonprofit corporation and foreign nonprofit corporation, domestic and foreign profit and not-for-profit unincorporated association, business trust, statutory trust, estate, partnership, trust, or two (2) or more persons having a joint or common economic interest, and state, United States or foreign government;

(xiv) "Expenses" means reasonable expenses of any kind that are incurred in connection with a matter, including but not limited to attorney and expert witness fees;

(xv) "Foreign corporation" means a corporation for profit incorporated under a law other than the law of this state;

(xvi) "Governmental subdivision" includes authority, county, district, municipality, and any other political subdivision;

(xvii) "Includes" denotes a partial definition;

(xviii) "Individual" means a natural person and includes the estate of an incompetent or deceased individual;

(xix) "Interest" means 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.

(xx) "Interest holder" means a person who holds of record an interest;

(xxi) "Means" denotes an exhaustive definition;

(xxii) "Net assets" means the amount by which the total assets of a corporation exceed the total debts of the corporation;

(xxiii) "Notice" is defined in W.S. 17-16-141;

(xxiv) "Organic document" means a public organic document or a private organic document;

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

(xxvi) "Owner liability" means 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 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 (1) or more specified shareholders or interest holders liable in their capacity as shareholders or interest holders for all or specified debts, obligations or liabilities of the entity.

(xxvii) "Person" includes an individual, partnership, joint venture, corporation, joint stock company, limited liability company or any other association or entity, public or private;

(xxviii) "Principal office" means the office within or outside of this state, so designated in the annual report;

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

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

(xxxi) "Public corporation" means a corporation that has shares listed on a national securities exchange or regularly traded in a market maintained by one (1) or more members of a national securities association;

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

(xxxiii) "Qualified director" is defined in W.S. 17-16-143;

(xxxiv) "Record date" means the date established under article 6 or 7 on which a corporation determines the identity of its shareholders and their shareholdings for purposes of this act. 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;

(xxxv) "Registered agent" means as provided in W.S. 17-28-101 through 17-28-111;

(xxxvi) "Secretary" means the corporate officer to whom the board of directors has delegated responsibility under W.S. 17-16-840(c) for custody of the minutes of the meetings of the board of directors and of the shareholders and for authenticating records of the corporation;

(xxxvii) "Shareholder" means the person in whose name shares are registered in the records of a corporation, the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation or the owner of a private key that is uniquely associated with a data address that facilitates or records the sending and receiving of shares;

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

(xxxix) "Sign" or "signature" includes any manual, facsimile, conformed or electronic signature or a network signature;

(xl) "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;

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

(xlii) "Unincorporated entity" means an 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, but is not limited to, a general partnership, limited liability company, limited partnership, limited liability limited partnership, registered limited liability partnership, business trust, statutory trust, cooperative, joint stock association, joint venture and unincorporated nonprofit association;

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

(xliv) "Voting group" means all shares of one (1) or more classes or series that under the articles of incorporation or this act 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 act to vote generally on the matter are for that purpose a single voting group;

(xlv) "Voting power" means the current power to vote in the election of directors;

(xlvi) "Identity" means the name of a shareholder or the data address for which the shareholder has knowledge or possession of the private key uniquely associated with the data address;

(xlvii) "Data address" means the string of alphanumeric characters on one (1) or more distributed or other electronic networks or databases that may only be accessed by knowledge or possession of a private key in order to facilitate or record transactions on the distributed or other electronic network or database;

(xlviii) "Network signature" means a string of alphanumeric characters that, when broadcast by a person to the data address's corresponding distributed or other electronic network or database, provides reasonable assurances to a recipient that the broadcasting person has knowledge or possession of the private key uniquely associated with the data address;

(xlix) "Record of shareholders" means one (1) or more records administered by or on behalf of a corporation that records the identity of all the corporation's shareholders and the number and class of shares held by each shareholder in accordance with W.S. 17-16-1601. "Record of shareholders" includes a record of all issuances and transfers of shares of a corporation at the discretion of the corporation;

(l) "This act" means W.S. 17-16-101 through 17-16-1810.