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



"Approved by (or approval by) the
members" means approved or ratified by the affirmative vote of a majority
of the votes represented and voting at a duly held meeting at which a quorum is
present (which affirmative votes also constitute a majority of the required
quorum) or by a written ballot or written consent in conformity with this
chapter or by the affirmative vote, written ballot, or written consent of such
greater 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 any
specified member action.



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



"Board" or "board of
directors" means the board of directors of a corporation except that no
person or group of persons are the board of directors because of powers
delegated to that person or group pursuant to section 414D-131.



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



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



"Code" means the federal Internal
Revenue Code of 1986, as amended.



"Corporation" means a nonprofit
corporation unless otherwise specified.



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



"Deliver" includes mail.



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



"Department director" means the
director of the department of commerce and consumer affairs, unless the context
otherwise requires.



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



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



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



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



"Entity" includes domestic and
foreign corporations, domestic professional corporations, domestic and foreign
limited liability companies, domestic and foreign nonprofit corporations,
domestic and foreign business trusts, estates, domestic and foreign
partnerships, domestic and foreign limited partnerships, domestic and foreign
limited liability partnerships, trusts, two or more persons having a joint or
common 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 a
corporation organized under a law other than the law of this State.



"Governmental subdivision" includes
authority, county, district, and municipality.



"Includes" denotes a partial
definition.



"Individual" means a natural person.



"Means" denotes a complete
definition.



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



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



"Merger" means the procedure
authorized by this part in which one domestic or foreign entity combines with
one or more domestic or foreign entities resulting in either one surviving
entity or one new entity.



"Notice" is defined in section
414D-15.



"Person" includes any individual or
entity.



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



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



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



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



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



"Secretary" means the corporate
officer to whom the board of directors has delegated responsibility under
section 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 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.



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



"Vote" includes authorization by
written ballot and written consent.



"Voting power" means the total number
of votes entitled to be cast for the election of directors at the time the
determination of voting power is made, excluding a vote which is contingent
upon 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 determination
of voting power of the class shall be based on the percentage of the number of
directors the class is entitled to elect out of the total number of authorized
directors. [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]