§ 1.40. Definitions

As used in this title:

(1) “Approved by (or approval by) the members” means approved or ratified when the votes cast by the members favoring the action exceed the votes cast opposing the action, at a duly held meeting at which a quorum is present or by a written ballot or written consent in conformity with this title or by the affirmative vote, written ballot or written consent of such greater proportion, including the votes of all the members of any class, unit or grouping as may be provided in the articles, bylaws or this title for any specified member action.

(2) “Articles of incorporation” or “articles” include amended and restated articles of incorporation and articles of merger.

(3) “Board” or “board of directors” means the board of directors except that no person or group of persons are the board of directors because of powers delegated to that person or group pursuant to section 8.01 of this title.

(4) “Bylaws” means the code or codes of rules (other than the articles) adopted pursuant to this title for the regulation or management of the affairs of the corporation, stored or depicted in any tangible or electronic medium, and irrespective of the name or names by which such rules are designated.

(5) “Class” refers to a group of memberships which have the same rights with respect to voting, dissolution, redemption, and transfer. For the purpose of this section, rights shall be considered the same if they are determined by a formula applied uniformly.

(6) “Corporation” means public benefit and mutual benefit corporation.

(7) “Delegates” means those persons elected or appointed to vote in a representative assembly for the election of a director or directors or on other matters.

(8) “Deliver” or “delivery” means any method of delivery used in conventional commercial practice, including delivery by hand, mail, commercial delivery, and electronic transmission.

(9) “Directors” means individuals, designated in the articles or bylaws or elected by the incorporators, and their successors and individuals elected or appointed by any other name or title to act as members of the board. The term “trustees” may be used instead of “directors” and shall have the same meaning.

(10) “Distribution” means the payment of a dividend or any part of the income or profit of a corporation to its members, directors, or officers.

(11) “Domestic corporation” means a corporation.

(12) “Effective date of notice” is defined in section 1.41 of this title.

(13) “Employee” includes an officer but not a director. A director may accept duties that make the director an employee.

(14) “Entity” includes corporation and foreign corporation; business corporation and foreign business corporation; profit and nonprofit unincorporated association; business trust, estate, partnership, trust, and two or more persons having a joint or common economic interest; and state, United States; and foreign government.

(15) “File,” “filed,” or “filing” means filed in the Office of the Secretary of State.

(16) “Foreign corporation” means a corporation organized under a law other than the law of this State which would be a nonprofit corporation if formed under the laws of this State.

(17) “Governmental subdivision” includes authority, county, district, and municipality.

(18) “Includes” denotes a partial definition.

(19) “Individual” includes the estate of an individual who is incompetent.

(20) “Means” denotes a complete definition.

(21) “Member” means (without regard to what a person is called in the articles or bylaws) any person or persons who on more than one occasion, pursuant to a provision of a corporation’s articles or bylaws, have the right to vote for the election of a director or directors. A person is not a member by virtue of any of the following:

(A) any rights such person has as a delegate;

(B) any rights such person has to designate a director or directors;

(C) any rights such person has as a director; or

(D) any rights of association, not including the right to vote for the election of a director or directors, created in the corporation’s articles of incorporation or bylaws for persons who participate in the activities of the corporation.

(22) “Membership” refers to the rights and obligations a member or members have pursuant to a corporation’s articles, bylaws, and this title.

(23) “Mutual benefit corporation” means a domestic corporation which is required to be a mutual benefit corporation pursuant to section 17.05 of this title or is formed as a mutual benefit corporation pursuant to chapter 2 of this title.

(24) “Notice” is defined in section 1.41 of this title.

(25) “Person” includes any individual or entity.

(26) “Principal office” means the office (in or outside this State) so designated in the biennial report filed pursuant to section 16.22 of this title where the principal office of a domestic or foreign corporation is located.

(27) “Proceeding” includes civil suit and criminal, administrative, and investigatory action.

(28) “Public benefit corporation” means a domestic corporation which is required to be a public benefit corporation pursuant to section 17.05 of this title or is formed as a public benefit corporation pursuant to chapter 2 of this title.

(29) “Record date” means the date established under chapter 6 or 7 of this title on which a corporation determines the identity of its members for the purposes of this title.

(30) “Secretary” means the corporate officer to whom the board of directors has delegated responsibility under subsection 8.40(b) of this title for custody of the minutes of the directors’ and members’ meetings and for authenticating the records of the corporation.

(31) “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.

(32) “United States” includes district, authority, bureau, commission, department, and any other agency of the United States.

(33) “Vote” includes authorization by written ballot and written consent.

(34) “Voting power” means the total number of votes entitled to be cast for the election of directors at the time the determination of voting power is made, excluding a vote which is contingent upon the happening of a condition or event that has not occurred at the time. Where a class is entitled to vote as a class for directors, the determination of voting power of the class shall be based on the percentage of the number of directors the class is entitled to elect out of the total number of authorized directors.

(35) “Electronic transmission” or “electronically transmitted” means a 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.

(36) “Meeting” means any structured communications conducted by participants in person or through the use of an electronic or telecommunications medium permitting simultaneous or sequentially structured communications.

(37) “Sign” or “signature” includes any manual, facsimile, conformed, or electronic signature. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997; amended 2009, No. 78 (Adj. Sess.), § 31, eff. April 15, 2010; 2013, No. 96 (Adj. Sess.), § 43.)

§ 1.40. Definitions

As used in this title:

(1) “Articles of incorporation” include amended and restated articles of incorporation, articles of merger, and special charters.

(2) “Authorized shares” mean the shares of all classes a domestic or foreign corporation has authority to issue.

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

(4) “Corporation” or “domestic corporation” means a corporation for profit, which is not a foreign corporation, incorporated under or subject to the provisions of this title.

(5) “Deliver” or “delivery” means any method of delivery used in conventional commercial practice, including delivery by hand, mail, commercial delivery, and electronic transmission.

(6) “Distribution” means a 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) “Employee” includes an officer but not a director. A director may accept duties that make the director also an employee.

(8) “Entity” includes corporation and foreign corporation; not-for-profit corporation; profit and not-for-profit unincorporated association; business trust, estate, partnership, trust, and two or more persons having a joint or common economic interest; and state, United States, and foreign government.

(9) “Foreign corporation” means a corporation for profit incorporated under a law other than the law of this State.

(10) “Governmental subdivision” includes authority, county, district, and municipality.

(11) “Includes” denotes a partial definition.

(12) “Individual” includes the estate of an individual who is incompetent or deceased.

(13) “Means” denotes an exhaustive definition.

(14) “Person” includes individual and entity.

(15) “Principal office” means the office (in or outside this State) so designated in the annual report where the principal executive offices of a domestic or foreign corporation are located.

(16) “Proceeding” includes civil suit and criminal, administrative, and investigatory action.

(17) “Record date” means the date established under chapter 6 or 7 of this title on which a corporation determines the identity of shareholders and their shareholdings for purposes of this title. The determination 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.

(18) “Secretary” means the corporate officer to whom the board of directors has delegated responsibility under subsection 8.40(c) of this title for custody of the minutes of the meetings of the board of directors and of the shareholders and for authenticating records of the corporation.

(19) “Shares” mean the units into which the proprietary interests in a corporation are divided.

(20) “Shareholder” means the person in whose name shares are registered in the records of a corporation or upon presentation for registration are entitled to be registered in the records of a corporation.

(21) “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.

(22) “Subscriber” means a person who subscribes for shares in a corporation, whether before or after incorporation.

(23) “United States” includes district, authority, bureau, commission, department, and any other agency of the United States.

(24) “Voting group” means all shares of one or more classes or series that under the articles of incorporation or this title 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 title to vote generally on the matter are for that purpose a single voting group.

(25) “Electronic transmission” or “electronically transmitted” means a 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.

(26) “Meeting” means any structured communications conducted by participants in person or through the use of electronic or telecommunications medium permitting simultaneous or sequentially structured communications for the purpose of reaching a collective agreement.

(27) “Sign” or “signature” includes any manual, facsimile, conformed, or electronic signature. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994; amended 2007, No. 190 (Adj. Sess.), § 83, eff. June 6, 2008; 2013, No. 96 (Adj. Sess.), § 42.)