§414-3  Definitions.  As used in this
chapter:



"Articles of incorporation" include
amended and restated articles of incorporation and articles of merger.



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



"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.



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



"Deliver" includes mail.



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



"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 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.



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



"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" includes an officer but
not a director.  A director may accept duties that make the director also an
employee.



"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.



"Foreign corporation" means a
corporation for profit incorporated 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 an exhaustive
definition.



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



"Person" includes individual and
entity.



"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.



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



"Record date" means the date
established under part [VII or VIII] of this chapter on which a corporation
determines the identity of its shareholders and their shareholdings for purposes
of this chapter.  The determinations 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.



"Secretary" means the corporate
officer to whom the board of directors has delegated responsibility under
section 414-231(c) for preparation and custody of the minutes of the meetings
of the board of directors and of the shareholders and for authenticating
records of the corporation.



"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.



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



"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.



"Subscriber" means a person who
subscribes 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 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. [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]