Terms Used In Kentucky Statutes > Chapter 272A > Subchapter 16 - Mergers and Conversions

• Action: includes all proceedings in any court of this state. See Kentucky Statutes 446.010
• Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
• 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.
• Articles of association: means the articles of association of a limited cooperative association required by KRS §. See Kentucky Statutes 272A.1-020
• Attorney: means attorney-at-law. See Kentucky Statutes 446.010
• Bylaws: means the bylaws of a limited cooperative association. See Kentucky Statutes 272A.1-020
• 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.
• Constituent entity: means an entity that is a party to a merger. See Kentucky Statutes 272A.16-010
• Converting entity: means a foreign entity that converts into a limited cooperative association pursuant to KRS §. See Kentucky Statutes 272A.16-010
• Cooperative: means a limited cooperative association or an entity organized under any cooperative law of any jurisdiction. See Kentucky Statutes 272A.1-020
• Directors: when applied to corporations, includes managers or trustees. See Kentucky Statutes 446.010
• Entity: means an entity or a foreign entity, both as defined in KRS §. See Kentucky Statutes 272A.1-020
• Federal: refers to the United States. See Kentucky Statutes 446.010
• Foreign: when applied to a corporation, partnership, limited partnership, business trust, statutory trust, or limited liability company, includes all those incorporated or formed by authority of any other state. See Kentucky Statutes 446.010
• Foreign entity: has the meaning set forth in KRS §. See Kentucky Statutes 272A.16-010
• Fraud: Intentional deception resulting in injury to another.
• Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
• Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
• Member: means a person that is admitted as a patron member or investor member, or both, in a limited cooperative association. See Kentucky Statutes 272A.1-020
• Members meeting: means an annual members meeting or special meeting of members. See Kentucky Statutes 272A.1-020
• Oath: A promise to tell the truth.
• Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
• Organic law: means the statute providing for the creation of an entity or principally governing its internal affairs. See Kentucky Statutes 272A.1-020
• Oversight: Committee review of the activities of a Federal agency or program.
• Personal liability: means personal liability for a debt, liability, or other obligation of an entity imposed, by operation of law or otherwise, on a person that co-owns or has an interest in the entity:
  (a) By the entity's organic law solely because of the person co-owning or having an interest in the entity. See Kentucky Statutes 272A.16-010
• Prosecute: To charge someone with a crime. A prosecutor tries a criminal case on behalf of the government.
• public funds: means sums actually received in cash or negotiable instruments from all sources unless otherwise described by any state agency, state- owned corporation, university, department, cabinet, fiduciary for the benefit of any form of state organization, authority, board, bureau, interstate compact, commission, committee, conference, council, office, or any other form of organization whether or not the money has ever been paid into the Treasury and whether or not the money is still in the Treasury if the money is controlled by any form of state organization, except for those funds the management of which is to be reported to the Legislative Research Commission pursuant to KRS §. See Kentucky Statutes 446.010
• Secretary: means the officer designated pursuant to KRS §. See Kentucky Statutes 272A.1-020
• State: means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States. See Kentucky Statutes 272A.1-020
• State: when applied to a part of the United States, includes territories, outlying possessions, and the District of Columbia. See Kentucky Statutes 446.010
• Statute: A law passed by a legislature.
• Surviving entity: means an entity into which one (1) or more other entities are merged, whether the entity existed before the merger or is created by the merger. See Kentucky Statutes 272A.16-010
• Voting power: means the total current power of members to vote on a particular matter for which a vote may or is to be taken. See Kentucky Statutes 272A.1-020
• Year: means calendar year. See Kentucky Statutes 446.010