48-2c-1801 - Definitions.
48-2c-1801. Definitions.
As used in this part:
(1) "Company" includes any domestic company and any domestic or foreign entity that isa predecessor of a company by reason of a merger or other transaction in which the predecessor'sexistence ceased upon consummation of the transaction.
(2) "Manager" means an individual who is or was a manager of a company or anindividual who, while a manager of a company, is or was serving at the company's request as amanager, member, director, officer, partner, trustee, employee, fiduciary, or agent of anotherdomestic or foreign company or other person or of an employee benefit plan. A manager isconsidered to be serving an employee benefit plan at the company's request if his duties to thecompany also impose duties on, or otherwise involve services by him to the plan or to participantsin or beneficiaries of the plan. "Manager" includes, unless the context requires otherwise, theestate or personal representative of a manager.
(3) "Expenses" include attorney's fees.
(4) "Liability" means the obligation incurred with respect to a proceeding to pay ajudgment, settlement, penalty, fine, including an excise tax assessed with respect to an employeebenefit plan, or reasonable expenses.
(5) "Member," "employee," "fiduciary," and "agent" include any person who, whileserving the indicated relationship to the company, is or was serving at the company's request as amanager, member, director, officer, partner, trustee, employee, fiduciary, or agent of anotherdomestic or foreign company or other person or of an employee benefit plan. A member,employee, fiduciary, or agent is considered to be serving an employee benefit plan at thecompany's request if that person's duties to the company also impose duties on, or otherwiseinvolve services by, that person to the plan or participants in, or beneficiaries of the plan. Unlessthe context requires otherwise, the terms include the estates or personal representatives of suchpersons.
(6) (a) "Official capacity" means:
(i) when used with respect to a manager, the office of manager in a manager-managedcompany;
(ii) when used with respect to a member, the position of member in a member-managedcompany; and
(iii) when used with respect to a person other than a manager under Subsection (6)(a)(i)or a member under Subsection (6)(a)(ii), as contemplated in Section 48-2c-1807, the office in acompany held by the person, or the employment, fiduciary, or agency relationship undertaken bythe person on behalf of the company.
(b) "Official capacity" does not include service for any other foreign or domestic limitedliability company, other person, or employee benefit plan.
(7) "Party" includes an individual who was, is, or is threatened to be made a nameddefendant or respondent in a proceeding.
(8) "Proceeding" means any threatened, pending, or completed action, suit, orproceeding, whether civil, criminal, administrative, or investigative and whether formal orinformal.
Enacted by Chapter 260, 2001 General Session