§414D-14  Definitions.  Unless thecontext otherwise requires in this chapter:

"Approved by (or approval by) themembers" means approved or ratified by the affirmative vote of a majorityof the votes represented and voting at a duly held meeting at which a quorum ispresent (which affirmative votes also constitute a majority of the requiredquorum) or by a written ballot or written consent in conformity with thischapter or by the affirmative vote, written ballot, or written consent of suchgreater proportion, including the votes of all the members of any class, unit,or grouping as may be provided in the articles, bylaws, or this chapter for anyspecified member action.

"Articles of incorporation" or"articles" includes amended and restated articles of incorporation,and articles of merger.

"Board" or "board ofdirectors" means the board of directors of a corporation except that noperson or group of persons are the board of directors because of powersdelegated to that person or group pursuant to section 414D-131.

"Bylaws" means the code or codes ofrules (other than the articles) adopted pursuant to this chapter for theregulation or management of the affairs of the corporation irrespective of thename or names by which the rules are designated.

"Class" refers to a group ofmemberships which have the same rights with respect to voting, dissolution,redemption, and transfer.  For the purpose of this chapter, rights shall beconsidered the same if they are determined by a formula applied uniformly.

"Code" means the federal InternalRevenue Code of 1986, as amended.

"Corporation" means a nonprofitcorporation unless otherwise specified.

"Delegates" means those personselected or appointed to vote in a representative assembly for the election of adirector or directors or on other matters.

"Deliver" includes mail.

"Department" means the department ofcommerce and consumer affairs, unless the context otherwise requires.

"Department director" means thedirector of the department of commerce and consumer affairs, unless the contextotherwise requires.

"Directors" means individuals,designated in the articles or bylaws or elected by the incorporators, and theirsuccessors and individuals elected or appointed by any other name or title, toact as members of the board.

"Distribution" means the payment of adividend or any part of the income or profit of a corporation to its members,directors, or officers.

"Domestic corporation" means acorporation organized under the laws of this State.

"Electronic transmission" means anyform of communication, not directly involving the physical transmission ofpaper, that creates a record that may be retained, retrieved, and reviewed by arecipient thereof, and that may be directly reproduced in paper form by such arecipient through an automated process. "Employee" does notinclude an officer or director who is not otherwise employed by thecorporation.

"Entity" includes domestic andforeign corporations, domestic professional corporations, domestic and foreignlimited liability companies, domestic and foreign nonprofit corporations,domestic and foreign business trusts, estates, domestic and foreignpartnerships, domestic and foreign limited partnerships, domestic and foreignlimited liability partnerships, trusts, two or more persons having a joint orcommon economic interest, associations and cooperative associations, and state,federal, and foreign governments.

"File", "filed", or"filing" means filed in the office of the department director.

"Foreign corporation" means acorporation organized under a law other than the law of this State.

"Governmental subdivision" includesauthority, county, district, and municipality.

"Includes" denotes a partialdefinition.

"Individual" means a natural person.

"Means" denotes a completedefinition.

"Member" means (without regard towhat a person is called in the articles or bylaws) any person or persons havingthe rights and obligations of membership pursuant to a corporation's articlesof incorporation or bylaws.

"Membership" refers to the rights andobligations a member or members have pursuant to a corporation's articles,bylaws, and this chapter.

"Merger" means the procedureauthorized by this part in which one domestic or foreign entity combines withone or more domestic or foreign entities resulting in either one survivingentity or one new entity.

"Notice" is defined in section414D-15.

"Person" includes any individual orentity.

"Principal office" means the office(in or out of the State) so designated in the annual report where the principaloffices of a domestic or foreign corporation are located.

"Proceeding" includes civil suit andcriminal, administrative, and investigatory action.

"Profit corporation" means acorporation organized for profit and registered under chapter 414.

"Public benefit corporation" meansany corporation designated by statute as a public benefit corporation, or anycorporation that is recognized as exempt under section 501(c)(3) of theInternal Revenue Code of 1986, as amended, or that is organized for public orcharitable purposes and upon dissolution must distribute its assets to a publicbenefit corporation, the United States, a state, or a person recognized asexempt under section 501(c)(3) of the Internal Revenue Code of 1986, as amended.

"Record date" means the dateestablished under part VI or part VII on which a corporation determines theidentity of its members for the purposes of this chapter.

"Secretary" means the corporateofficer to whom the board of directors has delegated responsibility undersection 414D-153(b) for preparing the minutes of the directors' and members'meetings and for authenticating the records of the corporation.

"State" when referring to a part ofthe United States, includes a state and commonwealth (and their agencies andgovernmental subdivisions) and a territory, and insular possession (and theiragencies and governmental subdivisions) of the United States.

"United States" includes district,authority, bureau, commission, department, and any other agency of the United States.

"Vote" includes authorization bywritten ballot and written consent.

"Voting power" means the total numberof votes entitled to be cast for the election of directors at the time thedetermination of voting power is made, excluding a vote which is contingentupon the happening of a condition or event that has not occurred at the time. Where a class is entitled to vote as a class for directors, the determinationof voting power of the class shall be based on the percentage of the number ofdirectors the class is entitled to elect out of the total number of authorizeddirectors. [L 2001, c 105, pt of §1; am L 2002, c 41, §12; am L 2003, c 124,§2; am L 2004, c 121, §15 and c 171, §4; am L 2006, c 184, §9; am L 2009, c 23,§3]