Terms Used In Rhode Island General Laws > Chapter 2-18 - Nurseries and Nursery Stock

• Affidavit: A written statement of facts confirmed by the oath of the party making it, before a notary or officer having authority to administer oaths.
• Affiliate: means a person who directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, a specified person. See Rhode Island General Laws 7-5.2-3
• 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.
• Announcement date: when used in reference to any business combination, means the date of the first public announcement of the final, definitive proposal for the business combination. See Rhode Island General Laws 7-5.2-3
• Answer: The formal written statement by a defendant responding to a civil complaint and setting forth the grounds for defense.
• 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.
• Appropriation: The provision of funds, through an annual appropriations act or a permanent law, for federal agencies to make payments out of the Treasury for specified purposes. The formal federal spending process consists of two sequential steps: authorization
• Articles of incorporation: means the original or restated articles of incorporation or articles of consolidation and all amendments to it, including articles of merger and special acts of the general assembly creating corporations and/or entities. See Rhode Island General Laws 7-6-2
• Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
• Associate: when used to indicate a relationship with any person, means:

  (i)  Any corporation or organization of which the person is a director, officer, or partner or is, directly or indirectly, the beneficial owner of ten percent (10%) or more of any class of voting stock;

  (ii)  Any trust or other estate in which the person has a substantial beneficial interest or as to which the person serves as trustee or in a similar fiduciary capacity; and

  (iii)  Any relative or spouse of the person, or any relative of the spouse, who has the same residence as the person. See Rhode Island General Laws 7-5.2-3

• Authorized representative: means a person who is duly authorized by a nonprofit corporation's board of directors to act on behalf of the nonprofit corporation. See Rhode Island General Laws 7-6-2
• Beneficial owner: when used with respect to any stock, means a person who:

  (i)  Individually, or with or through any of the person's affiliates or associates, beneficially owns the stock, directly or indirectly; or

  (ii)  Individually, or with or through any of the person's affiliates or associates, has:

  (A)  The right to acquire the stock, whether the right is exercisable immediately or only after the passage of time, pursuant to any agreement, arrangement, or understanding, whether or not in writing, or upon the exercise of conversion rights, exchange rights, warrants, or options, or otherwise; provided, however, that a person is not deemed the beneficial owner of stock tendered pursuant to a tender or exchange offer made by the person's affiliates or associates until the tendered stock is accepted for purchase or exchange; or

  (B)  The right to vote the stock pursuant to any agreement, arrangement, or understanding, whether or not in writing; provided, however, that a person is not deemed the beneficial owner of any stock under this item if the agreement, arrangement, or understanding to vote the stock arises solely from a revocable proxy or consent given in response to a proxy or consent solicitation made in accordance with the applicable rules and regulations under the Exchange Act, Rhode Island General Laws 7-5.2-3

• Beneficiary: A person who is entitled to receive the benefits or proceeds of a will, trust, insurance policy, retirement plan, annuity, or other contract. ^{Source: OCC}
• Benefit corporation: means a corporation for profit with purposes set forth in Rhode Island General Laws 7-5.3-2
• Benefit director: means either:

  (i)  The director designated as the benefit director of a benefit corporation under Rhode Island General Laws 7-5.3-2

• Benefit enforcement proceeding: means any claim or action or proceeding for:

  (i)  Failure of a benefit corporation to pursue or create general public benefit or a specific public benefit purpose set forth in its articles; or

  (ii)  Violation of any obligation, duty, or standard of conduct under this chapter. See Rhode Island General Laws 7-5.3-2

• Benefit officer: means the individual, if any, designated as the benefit officer of a benefit corporation under Rhode Island General Laws 7-5.3-2
• Bequest: Property gifted by will.
• Board of directors: means the group of persons vested with the management of the affairs of the corporation (including, without being limited to, a board of trustees) regardless of the name by which the group is designated. See Rhode Island General Laws 7-6-2
• Business combination: when used in reference to any resident domestic corporation and any interested shareholder of the resident domestic corporation, means:

  (i)  Any merger or consolidation of the resident domestic corporation or any subsidiary of the resident domestic corporation with:

  (A)  The interested shareholder; or

  (B)  Any other corporation, whether or not itself an interested shareholder of the resident domestic corporation, that is, or after the merger or consolidation would be, an affiliate or associate of the interested shareholder;

  (ii)  Any sale, lease, exchange, mortgage, pledge, transfer, or other disposition, in one transaction or a series of transactions, except proportionately as a stockholder of the corporation, to or with the interested shareholder or any affiliate or associate of the interested shareholder, whether as a part of a dissolution or otherwise, of assets of the resident domestic corporation or any subsidiary of the resident domestic corporation:

  (A)  Having an aggregate market value equal to ten percent (10%) or more of the aggregate market value of all the assets, determined on a consolidated basis, of the resident domestic corporation;

  (B)  Having an aggregate market value equal to ten percent (10%) or more of the aggregate market value of all the outstanding stock of the resident domestic corporation; or

  (C)  Representing ten percent (10%) or more of the earning power or net income, determined on a consolidated basis, of the resident domestic corporation;

  (iii)(A)  Any transaction that results in the issuance or transfer by the resident domestic corporation, or by any subsidiary of the resident domestic corporation, of any stock of the resident domestic corporation or of the subsidiary to the interested shareholder, except:

  (I)  Pursuant to the exercise, exchange, or conversion of securities exercisable for, exchangeable for, or convertible into stock of the resident domestic corporation or any subsidiary which securities were outstanding prior to the time that the interested shareholder became such;

  (II)  Pursuant to a dividend or distribution paid or made, or the exercise, exchange, or conversion of securities exercisable for, exchangeable for, or convertible into stock of the resident domestic corporation or any subsidiary which security is distributed, pro rata to all holders of a class or series of stock of the resident domestic corporation subsequent to the time the interested shareholder became such;

  (III)  Pursuant to an exchange offer by the resident domestic corporation to purchase stock made on the same terms to all holders of the stock; or

  (IV)  Any issuance or transfer of stock by the resident domestic corporation;

  (B)  Provided, however, that in no case under subsections (5)(iii)(A)(I) — (IV) shall there be an increase in the interested shareholder's proportionate share of the stock of any class or series of the resident domestic corporation or of the voting stock of the resident domestic corporation;

  (iv)  The adoption of any plan or proposal for the liquidation or dissolution of the resident domestic corporation proposed by, or pursuant to, any agreement, arrangement, or understanding, whether or not in writing, with the interested shareholder or any affiliate or associate of the interested shareholder;

  (v)  Any reclassification of securities, including, without limitation, any stock split, stock dividend, or other distribution of stock in respect to stock, any reverse stock split, or recapitalization of the resident domestic corporation, any merger or consolidation of the resident domestic corporation with any subsidiary of the resident domestic corporation, or any other transaction, whether or not with or into or otherwise involving the interested shareholder, proposed by, or pursuant to any agreement, arrangement, or understanding, whether or not in writing, with the interested shareholder or any affiliate or associate of the interested shareholder, that has the effect, directly or indirectly, of increasing the proportionate share of the outstanding shares of any class or series of voting stock or securities convertible into voting stock of the resident domestic corporation or any subsidiary of the resident domestic corporation that is directly or indirectly owned by the interested shareholder or any affiliate or associate of the interested shareholder, except as a result of immaterial changes due to fractional share adjustments; or

  (vi)  Any receipt by the interested shareholder or any affiliate or associate of the interested shareholder of the benefit, directly or indirectly, except proportionately as a shareholder of the resident domestic corporation, of any loans, advances, guarantees, pledges, or other financial assistance, benefits, any tax credits, or other tax advantages provided by or through the resident domestic corporation, except as expressly permitted in subsections (5)(i) through (5)(vi). See Rhode Island General Laws 7-5.2-3

• Bylaws: means the code or codes of rules adopted for the regulation or management of the affairs of the corporation regardless of the name, or names, by which the rules are designated. See Rhode Island General Laws 7-6-2
• Common stock: means any stock other than preferred stock. See Rhode Island General Laws 7-5.2-3
• Contract: A legal written agreement that becomes binding when signed.
• Conviction: A judgement of guilt against a criminal defendant.
• Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
• Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
• Deed: The legal instrument used to transfer title in real property from one person to another.
• Defendant: In a civil suit, the person complained against; in a criminal case, the person accused of the crime.
• Devise: To gift property by will.
• Director: means a member of a board of directors. See Rhode Island General Laws 7-6-2
• Docket: A log containing brief entries of court proceedings.
• Domestic corporation: means a nonprofit corporation subject to the provisions of this chapter, except a foreign corporation. See Rhode Island General Laws 7-6-2
• Electronic transmission: means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved, and reviewed by a recipient thereof and that may be directly reproduced in paper form by such a recipient through an automated process. See Rhode Island General Laws 7-6-2
• Entity: includes a domestic or foreign business corporation, domestic or foreign nonprofit corporation, domestic or foreign unincorporated entity, estate, trust, state, the United States, a foreign government, or a governmental subdivision. See Rhode Island General Laws 7-6-2
• Equitable: Pertaining to civil suits in "equity" rather than in "law." In English legal history, the courts of "law" could order the payment of damages and could afford no other remedy. See damages. A separate court of "equity" could order someone to do something or to cease to do something. See, e.g., injunction. In American jurisprudence, the federal courts have both legal and equitable power, but the distinction is still an important one. For example, a trial by jury is normally available in "law" cases but not in "equity" cases. ^{Source: U.S. Courts}
• Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
• Ex officio: Literally, by virtue of one's office.
• Exchange Act: means the Act of Congress known as the Securities Exchange Act of 1934, Rhode Island General Laws 7-5.2-3
• executed: means an original signature, facsimile, or an electronically transmitted signature submitted through a medium provided and authorized by the secretary of state. See Rhode Island General Laws 7-6-2
• Fair market value: The price at which an asset would change hands in a transaction between a willing, informed buyer and a willing, informed seller.
• Fiduciary: A trustee, executor, or administrator.
• Filing: means delivered to the secretary of state in either paper format or electronic transmission through a medium provided and authorized by the secretary of state. See Rhode Island General Laws 7-6-2
• Fiscal year: The fiscal year is the accounting period for the government. For the federal government, this begins on October 1 and ends on September 30. The fiscal year is designated by the calendar year in which it ends; for example, fiscal year 2006 begins on October 1, 2005 and ends on September 30, 2006.
• Foreign corporation: means a nonprofit corporation organized under laws other than the laws of this state. See Rhode Island General Laws 7-6-2
• Fraud: Intentional deception resulting in injury to another.
• General public benefit: means a material positive impact on society and the environment, taken as a whole, assessed against a third-party standard, from the business and operations of a benefit corporation. See Rhode Island General Laws 7-5.3-2
• Gift: A voluntary transfer or conveyance of property without consideration, or for less than full and adequate consideration based on fair market value.
• Guardian: A person legally empowered and charged with the duty of taking care of and managing the property of another person who because of age, intellect, or health, is incapable of managing his (her) own affairs.
• in writing: include printing, engraving, lithographing, and photo-lithographing, and all other representations of words in letters of the usual form. See Rhode Island General Laws 43-3-16
• Indemnification: In general, a collateral contract or assurance under which one person agrees to secure another person against either anticipated financial losses or potential adverse legal consequences. ^{Source: FDIC}
• Independent: means having no material relationship with a benefit corporation or a subsidiary of the benefit corporation. See Rhode Island General Laws 7-5.3-2
• Insolvent: means inability of a corporation to pay its debts as they become due in the usual course of its affairs. See Rhode Island General Laws 7-6-2
• Interested shareholder: when used in reference to any resident domestic corporation, means any person, other than the resident domestic corporation or any subsidiary of the resident domestic corporation or any employee benefit plan maintained by the resident domestic corporation, that:

  (i)(A)  Is the beneficial owner, directly or indirectly, of ten percent (10%) or more of the outstanding voting stock of the resident domestic corporation; or

  (B)  Is an affiliate or associate of the resident domestic corporation and at any time within a five-year (5) period immediately prior to the date in question was the beneficial owner, directly or indirectly, of ten percent (10%) or more of the then-outstanding voting stock of the resident domestic corporation. See Rhode Island General Laws 7-5.2-3

• Interrogatories: Written questions asked by one party of an opposing party, who must answer them in writing under oath; a discovery device in a lawsuit.
• 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.
• Lease: A contract transferring the use of property or occupancy of land, space, structures, or equipment in consideration of a payment (e.g., rent). ^{Source: OCC}
• Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
• Market value: when used in reference to stock or property of any resident domestic corporation, means:

  (i)  In the case of stock, the highest closing sale price during the thirty-day (30) period immediately preceding the date in question of a share of stock on the composite tape for stocks listed on the New York Stock Exchange, or, if the stock is not quoted on the composite tape or if the stock is not listed on the exchange, on the principal United States securities exchange registered under the Exchange Act on which the stock is listed, or, if the stock is not listed on any exchange, the highest closing bid quotation with respect to a share of the stock during the thirty-day (30) period preceding the date in question on the National Association of Securities Dealers, Inc. See Rhode Island General Laws 7-5.2-3

• Member: means one having membership rights in a corporation in accordance with the provisions of its articles of incorporation or bylaws regardless of the name by which the person is designated. See Rhode Island General Laws 7-6-2
• Member: means a natural person who has been accepted in and owns a membership share issued by a workers' cooperative. See Rhode Island General Laws 7-6.2-2
• Minimum status vote: means :

  (i)  In the case of a corporation, in addition to any other required approval or vote, the satisfaction of the following conditions:

  (A)  The shareholders of every class or series shall be entitled to vote as a class on the corporate action regardless of a limitation stated in the articles of incorporation or bylaws on the voting rights of any class or series. See Rhode Island General Laws 7-5.3-2

• Mortgage: The written agreement pledging property to a creditor as collateral for a loan.
• Nolo contendere: No contest-has the same effect as a plea of guilty, as far as the criminal sentence is concerned, but may not be considered as an admission of guilt for any other purpose.
• Nonprofit corporation: means a corporation of which no part of the income or profit is distributable to its members, directors, or officers, except as otherwise expressly permitted by this chapter. See Rhode Island General Laws 7-6-2
• 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.
• Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
• Patronage: means the amount of work performed as a member of a workers' cooperative that is measured in accordance with the certificate of incorporation and bylaws. See Rhode Island General Laws 7-6.2-2
• person: may be construed to extend to and include co-partnerships and bodies corporate and politic. See Rhode Island General Laws 43-3-6
• Person: means an individual, a partnership, a corporation, an association, or two (2) or more persons having a joint or common interest. See Rhode Island General Laws 7-6.2-2
• Personal property: All property that is not real property.
• Plaintiff: The person who files the complaint in a civil lawsuit.
• Plea: In a criminal case, the defendant's statement pleading "guilty" or "not guilty" in answer to the charges, a declaration made in open court.
• Precedent: A court decision in an earlier case with facts and law similar to a dispute currently before a court. Precedent will ordinarily govern the decision of a later similar case, unless a party can show that it was wrongly decided or that it differed in some significant way.
• Preferred stock: means any class or series of stock of a resident domestic corporation that under the bylaws or articles of incorporation of the resident domestic corporation is entitled to receive payment of dividends prior to any payment of dividends on some other class or series of stock, or is entitled in the event of any voluntary liquidation, dissolution, or winding up of the resident domestic corporation to receive payment or distribution of a preferential amount before any payments or distributions are received by some other class or series of stock. See Rhode Island General Laws 7-5.2-3
• Prosecute: To charge someone with a crime. A prosecutor tries a criminal case on behalf of the government.
• Public law: A public bill or joint resolution that has passed both chambers and been enacted into law. Public laws have general applicability nationwide.
• Publicly traded corporation: means a corporation that has shares listed on a national securities exchange or traded in a market maintained by one or more members of a national securities association. See Rhode Island General Laws 7-5.3-2
• Quorum: The number of legislators that must be present to do business.
• real estate: may be construed to include lands, tenements, and hereditaments and rights thereto and interests therein. See Rhode Island General Laws 43-3-10
• Real property: Land, and all immovable fixtures erected on, growing on, or affixed to the land.
• Remainder: An interest in property that takes effect in the future at a specified time or after the occurrence of some event, such as the death of a life tenant.
• Resident domestic corporation: means an issuer of voting stock that:

  (i)  Is organized under the laws of this state; and

  (ii)  Either (A) has its principal executive offices and significant business operations located in this state; or (B) has, alone or in combination with one or more of its subsidiaries, at least two hundred fifty (250) employees or twenty-five percent (25%) of the total number of all employees of itself and the subsidiaries employed primarily within the state; and

  (iii)  Has at least five percent (5%) of its voting stock owned beneficially by residents of this state or at least five percent (5%) of its shareholders are residents of this state. See Rhode Island General Laws 7-5.2-3

• seal: shall be construed to include an impression of the seal made with or without the use of wax or wafer on the paper. See Rhode Island General Laws 43-3-15
• Service of process: The service of writs or summonses to the appropriate party.
• Settlement: Parties to a lawsuit resolve their difference without having a trial. Settlements often involve the payment of compensation by one party in satisfaction of the other party's claims.
• Specific public benefit: includes :

  (i)  Providing low-income or underserved individuals or communities with beneficial products or services;

  (ii)  Promoting economic opportunity for individuals or communities beyond the creation of jobs in the normal course of business;

  (iii)  Protecting or restoring the environment;

  (iv)  Improving human health;

  (v)  Promoting the arts, sciences, or advancement of knowledge;

  (vi)  Increasing the flow of capital to entities with a purpose to benefit society or the environment; and

  (vii)  Conferring any other particular benefit on society or the environment. See Rhode Island General Laws 7-5.3-2

• Statute: A law passed by a legislature.
• Stock: means :

  (i)  Any stock or similar security, any certificate of interest, any participation in any profit-sharing agreement, any voting trust certificate, or any certificate of deposit for stock; and

  (ii)  Any security convertible, with or without consideration, into stock, or any warrant, call, or other option or privilege of buying stock without being bound to do so, or any other security carrying any right to acquire, subscribe to, or purchase stock. See Rhode Island General Laws 7-5.2-3

• Subsidiary: means , in relation to a person, an entity in which the person owns beneficially, or of record, fifty percent (50%) or more of the outstanding equity interests, calculated as if all outstanding rights to acquire equity interests in the entity had been exercised. See Rhode Island General Laws 7-5.3-2
• Third-party standard: means a recognized standard for defining, reporting, and assessing corporate social and environmental performance that is:

  (i)  Comprehensive because it assesses the effect of the business and its operations upon the interests listed in Rhode Island General Laws 7-5.3-2

• Trustee: A person or institution holding and administering property in trust.
• under common control with: means the possession, directly or indirectly, or the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting stock, by contract, or otherwise. See Rhode Island General Laws 7-5.2-3
• United States: include the several states and the territories of the United States. See Rhode Island General Laws 43-3-8
• Volunteer: means an individual performing services for a nonprofit corporation without compensation. See Rhode Island General Laws 7-6-2
• Voting stock: means shares of capital stock of a corporation entitled to vote generally in the election of directors. See Rhode Island General Laws 7-5.2-3