§ 102. Definitions

As used in this title, the following words have the following meanings:

(1) “Articles of organization” means the articles of organization of a mutual benefit enterprise required by section 302 of this title. The term includes the articles as amended or restated.

(2) “Board of directors” means the board of directors of a mutual benefit enterprise.

(3) “Bylaws” means the bylaws of a mutual benefit enterprise. The term includes the bylaws as amended or restated.

(4) “Certificate of authority” means a certificate issued by the Secretary of State for a foreign enterprise to transact business in this State.

(5) “Contribution,” except as used in subsection 1008(c) of this title, means a benefit that a person provides to a mutual benefit enterprise to become or remain a member or in the person’s capacity as a member.

(6) “Cooperative” means an entity organized under any cooperative law of any jurisdiction.

(7) “Designated office” means the office that a mutual benefit enterprise or a foreign enterprise is required to designate and maintain under subdivision 117(a)(1) of this title.

(8) “Director” means a director of a mutual benefit enterprise.

(9) “Distribution,” except as used in subsection 1007(e) of this title, means a transfer of money or other property from a mutual benefit enterprise to a member because of the member’s financial rights or to a transferee of a member’s financial rights.

(10) “Entity” means a person other than an individual.

(11) “Financial right” means the right to participate in allocations and distributions as provided in articles 10 and 12 of this title but does not include rights or obligations under a marketing contract governed by article 7 of this title.

(12) “Foreign enterprise” means an entity organized in a jurisdiction other than this State under a law similar to this title.

(13) “Governance right” means the right to participate in governance of a mutual benefit enterprise.

(14) “Investor member” means a member that has made a contribution to a mutual benefit enterprise and:

(A) is not required by the organic rules to conduct patronage with the enterprise in the member’s capacity as an investor member in order to receive the member’s interest; or

(B) is not permitted by the organic rules to conduct patronage with the enterprise in the member’s capacity as an investor member in order to receive the member’s interest.

(15) “Mutual benefit enterprise” means an enterprise organized under this title.

(16) “Member” means a person that is admitted as a patron member or investor member or both in a mutual benefit enterprise. The term does not include a person that has dissociated as a member.

(17) “Member’s interest” means the interest of a patron member or investor member under section 601 of this title.

(18) “Members’ meeting” means an annual members’ meeting or special meeting of members.

(19) “Organic law” means the statute providing for the creation of an entity or principally governing its internal affairs.

(20) “Organic rules” means the articles of organization and bylaws of a mutual benefit enterprise.

(21) “Organizer” means an individual who signs the initial articles of organization.

(22) “Patron member” means a member that has made a contribution to a mutual benefit enterprise and:

(A) is required by the organic rules to conduct patronage with the enterprise in the member’s capacity as a patron member in order to receive the member’s interest; or

(B) is permitted by the organic rules to conduct patronage with the enterprise in the member’s capacity as a patron member in order to receive the member’s interest.

(23) “Patronage” means business transactions between a mutual benefit enterprise and a person that entitles the person to receive financial rights based on the value or quantity of business done between the enterprise and the person.

(24) “Person” means an individual; corporation; business trust; cooperative; estate; trust; partnership; limited partnership; limited liability company; mutual benefit enterprise; joint venture; association; public corporation; government or governmental subdivision, agency, or instrumentality; or any other legal or commercial entity.

(25) “Principal office” means the principal executive office of a mutual benefit enterprise or foreign enterprise, whether or not in this State.

(26) “Record,” used as a noun, means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.

(27) “Required information” means the information a mutual benefit enterprise is required to maintain under section 114 of this title.

(28) “Sign” means with present intent to authenticate or adopt a record:

(A) to execute or adopt a tangible symbol; or

(B) to attach to or logically associate with the record an electronic symbol, sound, or process.

(29) “State” means a state of the United States, District of Columbia, Puerto Rico, the U.S. Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States.

(30) “Transfer” includes an assignment, conveyance, deed, bill of sale, lease, mortgage, security interest, encumbrance, gift, and transfer by operation of law.

(31) “Voting group” means any combination of one or more voting members in one or more districts or classes that under the organic rules or this title are entitled to vote and can be counted together collectively on a matter at a members’ meeting.

(32) “Voting member” means a member that, under the organic law or organic rules, has a right to vote on matters subject to vote by members under the organic law or organic rules.

(33) “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. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012; amended 2019, No. 131 (Adj. Sess.), § 47.)