Terms Used In Rhode Island General Laws > Chapter 7-1.2 - Rhode Island Business Corporation Act

• 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.
• Alcohol-without-liquid device: means a device, machine, apparatus, or appliance that is designed or marketed for the purpose of inhaling alcohol vapor or otherwise introducing alcohol in any form into the human body including, but not limited to, introducing a heating element to convert the alcohol to a vapor or by mixing alcohol with pure or diluted oxygen, or another gas, to produce an alcoholic vapor that an individual can inhale or snort. See Rhode Island General Laws 3-1-1
• 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.
• 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.
• Appellate: About appeals; an appellate court has the power to review the judgement of another lower court or tribunal.
• Articles of incorporation: means the original or restated articles of incorporation and all of their amendments including agreements of merger. See Rhode Island General Laws 7-1.2-106
• Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
• Authorized shares: means the shares of all classes which the corporation is authorized to issue. See Rhode Island General Laws 7-1.2-106
• Bail: Security given for the release of a criminal defendant or witness from legal custody (usually in the form of money) to secure his/her appearance on the day and time appointed.
• Bankruptcy: Refers to statutes and judicial proceedings involving persons or businesses that cannot pay their debts and seek the assistance of the court in getting a fresh start. Under the protection of the bankruptcy court, debtors may discharge their debts, perhaps by paying a portion of each debt. Bankruptcy judges preside over these proceedings.
• Beverage: means any liquid that either by itself or by mixture with any other liquid or liquids, is, or may become, fit for human consumption as a drink and that contains five-tenths of one per cent (. See Rhode Island General Laws 3-1-1
• Charity: An agency, institution, or organization in existence and operating for the benefit of an indefinite number of persons and conducted for educational, religious, scientific, medical, or other beneficent purposes.
• Club: means a corporation subject to the provisions of chapter 6 of Title 7, owning, hiring, or leasing a building or space in a building of such extent and character as may be suitable and adequate for the reasonable and comfortable accommodation of its members, and whose affairs and management are conducted by a board of directors, executive committee, or other similar body chosen by the members at a meeting held for that purpose, none of whose members, officers, agents, or employees are paid directly, or indirectly, any compensation by way of profit from the distribution or sale of beverages to the members of the club or to its guests beyond the amount of any reasonable salary or wages as may be fixed and voted each year by the directors or other governing body. See Rhode Island General Laws 3-1-1
• Complaint: A written statement by the plaintiff stating the wrongs allegedly committed by the defendant.
• 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.
• Department: means the department of business regulation. See Rhode Island General Laws 3-1-1
• Dependent: A person dependent for support upon another.
• Director: means the director of the department of business regulation. See Rhode Island General Laws 3-1-1
• Division of taxation: means the division of taxation of the department of administration. See Rhode Island General Laws 3-1-1
• Docket: A log containing brief entries of court proceedings.
• domestic corporation: means a corporation for profit subject to the provisions of this chapter, except a foreign corporation. See Rhode Island General Laws 7-1.2-106
• 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 7-1.2-106
• Employee: includes officers but not directors. See Rhode Island General Laws 7-1.2-106
• 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}
• Escrow: Money given to a third party to be held for payment until certain conditions are met.
• 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.
• 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 7-1.2-106
• Executor: A male person named in a will to carry out the decedent
• Farmer-winery: means any plant or premise where wine is produced, rectified, blended, or fortified from fruits, flowers, herbs, or vegetables. See Rhode Island General Laws 3-1-1
• 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 7-1.2-106
• Foreign corporation: means a corporation for profit organized under laws other than the laws of this state for a purpose or purposes for which a corporation may be organized under this chapter. See Rhode Island General Laws 7-1.2-106
• Fraud: Intentional deception resulting in injury to another.
• Garnishment: Generally, garnishment is a court proceeding in which a creditor asks a court to order a third party who owes money to the debtor or otherwise holds assets belonging to the debtor to turn over to the creditor any of the debtor
• Gift: A voluntary transfer or conveyance of property without consideration, or for less than full and adequate consideration based on fair market value.
• Guarantor: A party who agrees to be responsible for the payment of another party's debts should that party default. ^{Source: OCC}
• 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.
• Import: means at one time, or in one transaction, to take, or cause to be taken, into this state from outside the state any malt beverage in excess of eight (8) gallons or any vinous beverage or any beverage consisting in whole, or in part, of alcohol produced by distillation in excess of three (3) gallons. See Rhode Island General Laws 3-1-1
• 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}
• Individual: means a natural person. See Rhode Island General Laws 7-1.2-106
• Insolvent: means the inability of a corporation to pay its debts as they become due in the usual course of its business. See Rhode Island General Laws 7-1.2-106
• Intangible property: Property that has no intrinsic value, but is merely the evidence of value such as stock certificates, bonds, and promissory notes.
• 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.
• Intoxicating beverage: means a beverage that contains more than three and two-tenths percent (3. See Rhode Island General Laws 3-1-1
• 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.
• Litigation: A case, controversy, or lawsuit. Participants (plaintiffs and defendants) in lawsuits are called litigants.
• 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.
• Oath: A promise to tell the truth.
• oath: includes affirmation; the word "sworn" includes affirmed; and the word "engaged" includes either sworn or affirmed. See Rhode Island General Laws 43-3-11
• 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.
• Person: means an individual or an entity. See Rhode Island General Laws 7-1.2-106
• person: may be construed to extend to and include co-partnerships and bodies corporate and politic. See Rhode Island General Laws 43-3-6
• 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.
• Powdered alcohol: means alcohol prepared for sale or other distribution in a dry powder or crystalline, or encapsulated in dry or crystalline form, for direct consumption or reconstitution. See Rhode Island General Laws 3-1-1
• 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.
• 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.
• 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.
• Shareholder: means one who is a holder of record of shares in a corporation. See Rhode Island General Laws 7-1.2-106
• Shares: means the units into which the proprietary interests in a corporation are divided. See Rhode Island General Laws 7-1.2-106
• State: means the state of Rhode Island. See Rhode Island General Laws 7-1.2-106
• Statute: A law passed by a legislature.
• Subscriber: means one who subscribes for shares in a corporation, whether before or after incorporation. See Rhode Island General Laws 7-1.2-106
• Tavern: means any house where the principal business is the furnishing of food and sleeping accommodations. See Rhode Island General Laws 3-1-1
• Testimony: Evidence presented orally by witnesses during trials or before grand juries.
• town: may be construed to include city; the words "town council" include city council; the words "town clerk" include city clerk; the words "ward clerk" include clerk of election district; the words "town treasurer" include city treasurer; and the words "town sergeant" include city sergeant. See Rhode Island General Laws 43-3-9
• town council: include city council; the words "town clerk" include city clerk; the words "ward clerk" include clerk of election district; the words "town treasurer" include city treasurer; and the words "town sergeant" include city sergeant. See Rhode Island General Laws 43-3-9
• Transcript: A written, word-for-word record of what was said, either in a proceeding such as a trial or during some other conversation, as in a transcript of a hearing or oral deposition.
• Trustee: A person or institution holding and administering property in trust.
• United States: include the several states and the territories of the United States. See Rhode Island General Laws 43-3-8
• Victualing house: means any shop or place where a substantial part of the business is the furnishing of food for consumption at the place where it is furnished. See Rhode Island General Laws 3-1-1
• Wines: means all fermented alcoholic beverages made from fruits, flowers, herbs, or vegetables and containing not more than twenty-four percent (24%) of alcohol by volume at sixty degrees Fahrenheit (60 degrees F), except cider obtained by the alcohol fermentation of the juice of apples and containing not less than five tenths of one percent (. See Rhode Island General Laws 3-1-1