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48-11-201 - Chapter definitions.

48-11-201. Chapter definitions.

As used in chapters 11-27 of this title, unless the context otherwise requires:

     (1)  “Affiliate” of a specific person means a person that directly, or indirectly through one (1) or more intermediaries, controls, or is controlled by, or is under common control with, the person specified;

     (2)  “Authorized shares” means the shares of all classes a domestic or foreign corporation is authorized to issue;

     (3)  “Business” means any activity or function;

     (4)  “Charter” includes amended and restated charters and articles of merger;

     (5)  “Conspicuous” means so written that a reasonable person against whom the writing is to operate should have noticed it. For example, printing in italics or boldface or contrasting color, or typing in capitals or underlined, is conspicuous;

     (6)  “Corporation” or “domestic corporation” means a corporation for profit, which is not a foreign corporation, incorporated under or subject to the provisions of chapters 11-27 of this title;

     (7)  “Deliver” includes mail;

     (8)  “Distribution” means a direct or indirect transfer of money or other property (except its own shares) or incurrence of indebtedness (whether directly or indirectly, including through a guaranty) by a corporation to or for the benefit of its shareholders in respect of any of its shares. A distribution may be in the form of a declaration or payment of a dividend; a purchase, redemption, or other acquisition of shares; a distribution of indebtedness (which includes the incurrence of indebtedness for the benefit of the shareholders); or otherwise;

     (9)  “Effective date of notice,” as defined in § 48-11-202;

     (10)  “Emergency” exists when a quorum of the corporate directors cannot readily be assembled because of some catastrophic event;

     (11)  “Employee” includes an officer but not a director. A director may accept duties that make the director also an employee;

     (12)  “Entity” includes corporation and foreign corporation; not for profit corporation; profit and not for profit unincorporated association; business trust, estate, partnership, trust, and two (2) or more persons having a joint or common economic interest; and state, United States, and foreign government;

     (13)  “Foreign corporation” means a corporation for profit incorporated under a law other than the laws of this state;

     (14)  “Governmental subdivision” includes authority, county, district, and municipality;

     (15)  “Includes” denotes a partial definition;

     (16)  “Individual” includes the estate of an incompetent or deceased individual;

     (17)  “Means” denotes an exhaustive definition;

     (18)  “Month” means the time from any day of any month to the corresponding day of the succeeding month, if any, and if none, the last day of the succeeding month. “A period of two (2) or more months” means the time from any day of the first month in such period to the corresponding day of the last month in such period, if any, and if none, the last day of the last month in such period;

     (19)  “Notice,” as defined in § 48-11-202;

     (20)  “Person” includes individual and entity;

     (21)  “Principal office” means the office (in or out of this state) so designated in the annual report where the principal executive offices of a domestic or foreign corporation are located;

     (22)  “Proceeding” includes civil suit and criminal, administrative, and investigatory action;

     (23)  “Record date” means the date established under chapter 16 or 17 on which a corporation determines the identity of its shareholders for purposes of chapters 11-27 of this title;

     (24)  “Share” means the unit into which the proprietary interests in a corporation are divided;

     (25)  “Shareholder” means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation;

     (26)  “State,” when referring to a part of the United States, includes a state and commonwealth (and their agencies and governmental subdivisions) and a territory and insular possession (and their agencies and governmental subdivisions) of the United States;

     (27)  “Subscriber” means a person who subscribes for shares in a corporation, whether before or after incorporation;

     (28)  “Subsidiary” means a corporation more than fifty percent (50%) of whose outstanding voting shares are owned by its parent and/or the parent's other wholly-owned subsidiaries;

     (29)  “United States” includes district, authority, bureau, commission, department, and any other agency of the United States;

     (30)  “Voting group” means all shares of one (1) or more classes or series that under the charter or chapters 11-27 of this title are entitled to vote and be counted together collectively on a matter at a meeting of shareholders. All shares entitled by the charter or chapters 11-27 of this title to vote generally on the matter are for that purpose a single voting group.

[Acts 1986, ch. 887, § 1.20; 1987, ch. 273, §§ 3, 4; 1989, ch. 451, § 1; 1994, ch. 776, §§ 1, 2.]