(1) "Articles of incorporation" include amended and restated articles of incorporation and, in the case of a corporation existing on January 1, 1981, its certificate of incorporation, including any amended certificate, and also include, except where the context otherwise requires, articles of merger.
(2) "Authorized shares" means the shares of all classes a domestic or foreign corporation is authorized to issue.
(3) "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.
(4) "Corporation" or "domestic corporation" means a corporation for profit, which is not a foreign corporation, incorporated under or subject to the provisions of this chapter.
(5) "Day" when used in the computation of time under this chapter excludes the first day and includes the last day of the period so computed, unless the last day is a Saturday, Sunday, or legal holiday, in which event the period runs until the end of the next day that is not a Saturday, a Sunday, or a legal holiday. When the period of time to be computed is less than 7 days, intermediate Saturdays, Sundays, and legal holidays shall be excluded.
(6) "Deliver" includes mail.
(7) "Distribution" means a direct or indirect transfer of money or other property (except its own shares) or incurrence of indebtedness by a corporation to or for the benefit of any one or more 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; or otherwise.
(8) "Effective date of notice" is defined in Section 10-2B-1.41.
(9) "Electronic transmission" or "electronically transmitted" means any process of communication not directly involving the physical transfer of paper that is suitable for the retention, retrieval, and reproduction of information by the recipient.
(10) "Employee" includes an officer but not a director. A director may accept duties that make him or her also an employee.
(11) "Entity" includes corporation and foreign corporation; not-for-profit corporation; profit and not-for-profit unincorporated association; business trust, estate, partnership, trust, and two or more persons having a joint or common economic interest; and state, United States, and foreign government.
(12) "Foreign corporation" means a corporation for profit incorporated under a law other than the law of this state.
(13) "Governmental subdivision" includes authority, county, district, and municipality.
(14) "Includes" denotes a partial definition.
(15) "Individual" includes the estate of an incompetent or deceased individual.
(16) "Means" denotes an exhaustive definition.
(17) "Notice" is defined in Section 10-2B-1.41.
(18) "Person" includes individual and entity.
(19) "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.
(20) "Probate Judge" means the probate judge of the county in which the corporation's articles of incorporation are filed or, in the case of a corporation existing on January 1, 1981, the corporation's certificate of incorporation, was filed, unless otherwise provided in this chapter.
(21) "Proceeding" includes civil suit and criminal, administrative, and investigatory action.
(22) "Record date" means the date established under Article 6 or 7 on which a corporation determines the identity of its shareholders and their shareholdings for purposes of this chapter. The determination shall be made as of the close of business on the record date unless another time for doing so is specified when the record date is fixed.
(23) "Secretary" means the corporate officer to whom the board of directors has delegated responsibility under Section 10-2B-8.40(c) for custody of the minutes of the meetings of the board of directors and of the shareholders and for authenticating records of the corporation.
(24) "Shares" means the units 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) "Treasury shares" means shares of a corporation that have been issued, have been subsequently acquired by and belong to the corporation, and have not been canceled or restored to the status of authorized but unissued shares. Treasury shares shall be deemed to be "issued" shares, but not "outstanding" shares.
(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 or more classes or series that under the articles of incorporation or this chapter are entitled to vote and be counted together collectively on a matter at a meeting of shareholders. All shares entitled by the articles of incorporation or this chapter to vote generally on the matter are for that purpose a single voting group.
(Acts 1994, No. 94-245, p. 343, §1; Acts 1995, No. 95-255, p. 427, §1; Act 2006-564, p. 1307, §3.)
(1) "Articles of incorporation" include amended and restated articles of incorporation and, in the case of a corporation existing on January 1, 1981, its certificate of incorporation, including any amended certificate, and also include, except where the context otherwise requires, articles of merger.
(2) "Authorized shares" means the shares of all classes a domestic or foreign corporation is authorized to issue.
(3) "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.
(4) "Corporation" or "domestic corporation" means a corporation for profit, which is not a foreign corporation, incorporated under or subject to the provisions of this chapter.
(5) "Day" when used in the computation of time under this chapter excludes the first day and includes the last day of the period so computed, unless the last day is a Saturday, Sunday, or legal holiday, in which event the period runs until the end of the next day that is not a Saturday, a Sunday, or a legal holiday. When the period of time to be computed is less than 7 days, intermediate Saturdays, Sundays, and legal holidays shall be excluded.
(6) "Deliver" includes mail.
(7) "Distribution" means a direct or indirect transfer of money or other property (except its own shares) or incurrence of indebtedness by a corporation to or for the benefit of any one or more 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; or otherwise.
(8) "Effective date of notice" is defined in Section 10-2B-1.41.
(9) "Electronic transmission" or "electronically transmitted" means any process of communication not directly involving the physical transfer of paper that is suitable for the retention, retrieval, and reproduction of information by the recipient.
(10) "Employee" includes an officer but not a director. A director may accept duties that make him or her also an employee.
(11) "Entity" includes corporation and foreign corporation; not-for-profit corporation; profit and not-for-profit unincorporated association; business trust, estate, partnership, trust, and two or more persons having a joint or common economic interest; and state, United States, and foreign government.
(12) "Foreign corporation" means a corporation for profit incorporated under a law other than the law of this state.
(13) "Governmental subdivision" includes authority, county, district, and municipality.
(14) "Includes" denotes a partial definition.
(15) "Individual" includes the estate of an incompetent or deceased individual.
(16) "Means" denotes an exhaustive definition.
(17) "Notice" is defined in Section 10-2B-1.41.
(18) "Person" includes individual and entity.
(19) "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.
(20) "Probate Judge" means the probate judge of the county in which the corporation's articles of incorporation are filed or, in the case of a corporation existing on January 1, 1981, the corporation's certificate of incorporation, was filed, unless otherwise provided in this chapter.
(21) "Proceeding" includes civil suit and criminal, administrative, and investigatory action.
(22) "Record date" means the date established under Article 6 or 7 on which a corporation determines the identity of its shareholders and their shareholdings for purposes of this chapter. The determination shall be made as of the close of business on the record date unless another time for doing so is specified when the record date is fixed.
(23) "Secretary" means the corporate officer to whom the board of directors has delegated responsibility under Section 10-2B-8.40(c) for custody of the minutes of the meetings of the board of directors and of the shareholders and for authenticating records of the corporation.
(24) "Shares" means the units 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) "Treasury shares" means shares of a corporation that have been issued, have been subsequently acquired by and belong to the corporation, and have not been canceled or restored to the status of authorized but unissued shares. Treasury shares shall be deemed to be "issued" shares, but not "outstanding" shares.
(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 or more classes or series that under the articles of incorporation or this chapter are entitled to vote and be counted together collectively on a matter at a meeting of shareholders. All shares entitled by the articles of incorporation or this chapter to vote generally on the matter are for that purpose a single voting group.
(Acts 1994, No. 94-245, p. 343, §1; Acts 1995, No. 95-255, p. 427, §1; Act 2006-564, p. 1307, §3.)
(1) "Articles of incorporation" include amended and restated articles of incorporation and, in the case of a corporation existing on January 1, 1981, its certificate of incorporation, including any amended certificate, and also include, except where the context otherwise requires, articles of merger.
(2) "Authorized shares" means the shares of all classes a domestic or foreign corporation is authorized to issue.
(3) "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.
(4) "Corporation" or "domestic corporation" means a corporation for profit, which is not a foreign corporation, incorporated under or subject to the provisions of this chapter.
(5) "Day" when used in the computation of time under this chapter excludes the first day and includes the last day of the period so computed, unless the last day is a Saturday, Sunday, or legal holiday, in which event the period runs until the end of the next day that is not a Saturday, a Sunday, or a legal holiday. When the period of time to be computed is less than 7 days, intermediate Saturdays, Sundays, and legal holidays shall be excluded.
(6) "Deliver" includes mail.
(7) "Distribution" means a direct or indirect transfer of money or other property (except its own shares) or incurrence of indebtedness by a corporation to or for the benefit of any one or more 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; or otherwise.
(8) "Effective date of notice" is defined in Section 10-2B-1.41.
(9) "Electronic transmission" or "electronically transmitted" means any process of communication not directly involving the physical transfer of paper that is suitable for the retention, retrieval, and reproduction of information by the recipient.
(10) "Employee" includes an officer but not a director. A director may accept duties that make him or her also an employee.
(11) "Entity" includes corporation and foreign corporation; not-for-profit corporation; profit and not-for-profit unincorporated association; business trust, estate, partnership, trust, and two or more persons having a joint or common economic interest; and state, United States, and foreign government.
(12) "Foreign corporation" means a corporation for profit incorporated under a law other than the law of this state.
(13) "Governmental subdivision" includes authority, county, district, and municipality.
(14) "Includes" denotes a partial definition.
(15) "Individual" includes the estate of an incompetent or deceased individual.
(16) "Means" denotes an exhaustive definition.
(17) "Notice" is defined in Section 10-2B-1.41.
(18) "Person" includes individual and entity.
(19) "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.
(20) "Probate Judge" means the probate judge of the county in which the corporation's articles of incorporation are filed or, in the case of a corporation existing on January 1, 1981, the corporation's certificate of incorporation, was filed, unless otherwise provided in this chapter.
(21) "Proceeding" includes civil suit and criminal, administrative, and investigatory action.
(22) "Record date" means the date established under Article 6 or 7 on which a corporation determines the identity of its shareholders and their shareholdings for purposes of this chapter. The determination shall be made as of the close of business on the record date unless another time for doing so is specified when the record date is fixed.
(23) "Secretary" means the corporate officer to whom the board of directors has delegated responsibility under Section 10-2B-8.40(c) for custody of the minutes of the meetings of the board of directors and of the shareholders and for authenticating records of the corporation.
(24) "Shares" means the units 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) "Treasury shares" means shares of a corporation that have been issued, have been subsequently acquired by and belong to the corporation, and have not been canceled or restored to the status of authorized but unissued shares. Treasury shares shall be deemed to be "issued" shares, but not "outstanding" shares.
(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 or more classes or series that under the articles of incorporation or this chapter are entitled to vote and be counted together collectively on a matter at a meeting of shareholders. All shares entitled by the articles of incorporation or this chapter to vote generally on the matter are for that purpose a single voting group.
(Acts 1994, No. 94-245, p. 343, §1; Acts 1995, No. 95-255, p. 427, §1; Act 2006-564, p. 1307, §3.)
