Terms Used In Rhode Island General Laws > Chapter 7-12.1 > Article 11 > Part 4 - Conversion

• 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.
• Appraisal: A determination of property value.
• Attachment: A procedure by which a person's property is seized to pay judgments levied by the court.
• Brand: means a term, design, or trademark used in connection with one or several grades of commercial fertilizer. See Rhode Island General Laws 2-7-3
• Business: includes every trade, occupation, and profession. See Rhode Island General Laws 7-12.1-102
• Buyer: means a person who buys or contracts to buy goods. See Rhode Island General Laws 6A-2-103
• Commercial fertilizer: means any substance containing one or more recognized plant nutrient(s) that is used for its plant nutrient content and that is designed for use or claimed to have value in promoting plant growth, except unmanipulated animal and vegetable manures, marl, lime, limestone, wood ashes and gypsum, and other products exempted by regulation of the director. See Rhode Island General Laws 2-7-3
• Contract: A legal written agreement that becomes binding when signed.
• Conversion: means a transaction authorized by Rhode Island General Laws 7-12.1-1101
• Converted entity: means the converting entity as it continues in existence after a conversion. See Rhode Island General Laws 7-12.1-1101
• Converting entity: means the domestic entity that approves a plan of conversion pursuant to Rhode Island General Laws 7-12.1-1101
• 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.
• Director: means director of the department of environmental management or his or her authorized agent. See Rhode Island General Laws 2-7-3
• Distributor: means any person who imports, consigns, manufactures, produces, compounds, mixes, or blends commercial fertilizer, or who offers for sale, sells, barters, or otherwise supplies commercial fertilizer in this state. See Rhode Island General Laws 2-7-3
• Filing entity: means an entity whose formation requires the filing of a public organic record. See Rhode Island General Laws 7-12.1-1101
• Foreign partnership: means an unincorporated entity formed under the law of a jurisdiction other than this state which would be a partnership if formed under the law of this state. See Rhode Island General Laws 7-12.1-102
• Grade: means the percentage of total nitrogen, available phosphorus or phosphoric acid, and soluble potassium or soluble potash stated in whole numbers in the same terms, order, and percentages as in the guaranteed analysis. See Rhode Island General Laws 2-7-3
• Guaranteed analysis: means :

  (i)  Until the director prescribes the alternative form of guaranteed analysis in accordance with the provisions of subdivision (7)(ii) of this section, the term "guaranteed analysis" shall mean the minimum percentage of plant nutrients claimed in the following order and form:

  (A)         Total Nitrogen (N). See Rhode Island General Laws 2-7-3

• Interest: means :

  (i)  A share in a business corporation;

  (ii)  A membership in a nonprofit corporation;

  (iii)  A partnership interest in a general partnership;

  (iv)  A partnership interest in a limited partnership;

  (v)  A membership interest in a limited liability company;

  (vi)  A share in a general cooperative association;

  (vii)  A member's interest in a limited cooperative association;

  (viii)  A membership in an unincorporated nonprofit association;

  (ix)  A beneficial interest in a statutory trust, business trust, or common-law business trust; or

  (x)  A governance interest or distributional interest in any other type of unincorporated entity. See Rhode Island General Laws 7-12.1-1101

• Interest holder: means :

  (i)  A shareholder of a business corporation;

  (ii)  A member of a nonprofit corporation;

  (iii)  A general partner of a general partnership;

  (iv)  A general partner of a limited partnership;

  (v)  A limited partner of a limited partnership;

  (vi)  A member of a limited liability company;

  (vii)  A shareholder of a general cooperative association;

  (viii)  A member of a limited cooperative association;

  (ix)  A member of an unincorporated nonprofit association;

  (x)  A beneficiary or beneficial owner of a statutory trust, business trust, or common-law business trust; or

  (xi)  Any other direct holder of an interest. See Rhode Island General Laws 7-12.1-1101

• Interest holder liability: means :

  (i)  Personal liability for a liability of an entity which is imposed on a person:

  (A)  Solely by reason of the status of the person as an interest holder; or

  (B)  By the organic rules of the entity which make one or more specified interest holders or categories of interest holders liable in their capacity as interest holders for all or specified liabilities of the entity; or

  (ii)  An obligation of an interest holder under the organic rules of an entity to contribute to the entity. See Rhode Island General Laws 7-12.1-1101

• 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.
• Jurisdiction of formation: means the jurisdiction whose law governs the internal affairs of an entity. See Rhode Island General Laws 7-12.1-102
• Label: means the display of all written, printed, or graphic matter upon the immediate container or statement accompanying a commercial fertilizer. See Rhode Island General Laws 2-7-3
• Labeling: means all written, printed, or graphic matter, upon or accompanying any commercial fertilizer, or advertisements, brochures, posters, television, and radio announcements used in promoting the sale of commercial fertilizers. See Rhode Island General Laws 2-7-3
• Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
• Merger: means a transaction authorized by Rhode Island General Laws 7-12.1-1101
• 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.
• Official sample: means any sample of commercial fertilizer taken by the director or his or her agent and designated as "official" by the director. See Rhode Island General Laws 2-7-3
• Organic law: means the law of an entity's jurisdiction of formation governing the internal affairs of the entity. See Rhode Island General Laws 7-12.1-1101
• Organic rules: means the public organic record and private organic rules of an entity. See Rhode Island General Laws 7-12.1-1101
• Partner: means a person that:

  (i)  Has become a partner in a partnership under Rhode Island General Laws 7-12.1-102

• 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.
• Partnership agreement: means the agreement, whether or not referred to as a partnership agreement and whether oral, implied, in a record, or in any combination thereof, of all the partners of a partnership concerning the matters described in Rhode Island General Laws 7-12.1-102
• percentage: means the percentage by weight. See Rhode Island General Laws 2-7-3
• Person: means an individual, business corporation, nonprofit corporation, partnership, limited partnership, limited liability company, general cooperative association, limited cooperative association, unincorporated nonprofit association, statutory trust, business trust, common-law business trust, estate, trust, association, joint venture, public corporation, government or governmental subdivision, agency, or instrumentality, or any other legal or commercial entity. See Rhode Island General Laws 7-12.1-102
• Person: includes individual, partnership, association, firm, and corporation. See Rhode Island General Laws 2-7-3
• Plan: means a plan of merger, plan of interest exchange, plan of conversion, or plan of domestication. See Rhode Island General Laws 7-12.1-1101
• Plan of conversion: means a plan under Rhode Island General Laws 7-12.1-1101
• Property: means all property, whether real, personal, or mixed or tangible or intangible, or any right or interest therein. See Rhode Island General Laws 7-12.1-102
• Protected agreement: means :

  (i)  A record evidencing indebtedness and any related agreement in effect on January 1, 2023;

  (ii)  An agreement that is binding on an entity on January 1, 2023;

  (iii)  The organic rules of an entity in effect on January 1, 2023; or

  (iv)  An agreement that is binding on any of the governors or interest holders of an entity on January 1, 2023. See Rhode Island General Laws 7-12.1-1101

• Public organic record: means the record the filing of which by the secretary of state is required to form an entity and any amendment to or restatement of that record. See Rhode Island General Laws 7-12.1-1101
• Registered foreign entity: means a foreign entity that is registered to do business in this state pursuant to a record filed by the secretary of state. See Rhode Island General Laws 7-12.1-1101
• Registrant: means the person who registers commercial fertilizer under the provisions of this chapter. See Rhode Island General Laws 2-7-3
• Restitution: The court-ordered payment of money by the defendant to the victim for damages caused by the criminal action.
• Seller: means a person who sells or contracts to sell goods. See Rhode Island General Laws 6A-2-103
• 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 Rhode Island General Laws 7-12.1-102
• Statement of conversion: means a statement under Rhode Island General Laws 7-12.1-1101
• Ton: means a net weight of two thousand (2,000) pounds avoirdupois. See Rhode Island General Laws 2-7-3
• Transfer: includes :

  (i)  An assignment;

  (ii)  A conveyance;

  (iii)  A sale;

  (iv)  A lease;

  (v)  An encumbrance, including a mortgage or security interest;

  (vi)  A gift; and

  (vii)  A transfer by operation of law. See Rhode Island General Laws 7-12.1-102

• Type of entity: means a generic form of entity:

  (i)  Recognized at common law; or

  (ii)  Formed under an organic law, whether or not some entities formed under that organic law are subject to provisions of that law that create different categories of the form of entity. See Rhode Island General Laws 7-12.1-1101