§414-3  Definitions.  As used in thischapter:

"Articles of incorporation" includeamended and restated articles of incorporation and articles of merger.

"Authorized shares" means the sharesof all classes a domestic corporation is authorized to issue.

"Conspicuous" means so written that areasonable person against whom the writing is to operate should have noticedit.  For example, printing in italics or boldface or contrasting color, ortyping in capitals or underlined, is conspicuous.

"Corporation" or "domesticcorporation" means a corporation for profit, which is not a foreigncorporation, incorporated under or subject to this chapter.

"Deliver" includes mail.

"Department director" means thedirector of commerce and consumer affairs, unless the context otherwiserequires.

"Distribution" means a direct orindirect transfer of money or other property (except its own shares) orincurrence of indebtedness by a corporation to or for the benefit of itsshareholders in respect of any of its shares.  A distribution may be in theform of a declaration or payment of a dividend; a purchase, redemption, orother acquisition of shares; a distribution of indebtedness; or otherwise.

"Effective date of notice" is definedin section [414-4].

"Electronictransmission" means any form of communication, not directly involving thephysical transmission of paper, that creates a record that may be retained,retrieved, and reviewed by a recipient thereof, and that may be directlyreproduced in paper form by such a recipient through an automated process.

"Employee" includes an officer butnot a director.  A director may accept duties that make the director also anemployee.

"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.

"Foreign corporation" means acorporation for profit incorporated under a law other than the law of thisState.

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

"Includes" denotes a partialdefinition.

"Individual" means a natural person.

"Means" denotes an exhaustivedefinition.

"Notice" is defined in section[414-4].

"Person" includes individual andentity.

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

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

"Record date" means the dateestablished under part [VII or VIII] of this chapter on which a corporationdetermines the identity of its shareholders and their shareholdings for purposesof this chapter.  The determinations shall be made as of the close of businesson the record date unless another time for doing so is specified when therecord date is fixed.

"Secretary" means the corporateofficer to whom the board of directors has delegated responsibility undersection 414-231(c) for preparation and custody of the minutes of the meetingsof the board of directors and of the shareholders and for authenticatingrecords of the corporation.

"Shareholder" means the person inwhose name shares are registered in the records of a corporation or thebeneficial owner of shares to the extent of the rights granted by a nomineecertificate on file with a corporation.

"Shares" means the units into whichthe proprietary interests in a corporation are divided.

"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.

"Subscriber" means a person whosubscribes for shares in a corporation, whether before or after incorporation.

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

"Voting group" means all shares ofone or more classes or series that under the articles of incorporation or thischapter are entitled to vote and be counted together collectively on a matterat a meeting of shareholders.  All shares entitled by the articles ofincorporation or this chapter to vote generally on the matter are for thatpurpose a single voting group. [L 2000, c 244, pt of §1; am L 2001, c 129, §4;am L 2002, c 130, §2; am L 2004, c 121, §4; am L 2006, c 184, §2]