ARTICLE11.  CONVERSION AND MERGER

 

§425E-1101  Definitions.  Asused in this article:

"Association" means an associationorganized under chapter 421 or 421C.

"Constituent limited partnership"means a constituent organization that is a limited partnership.

"Constituent organization" means anorganization that is a party to a merger.

"General partner" means a generalpartner of a limited partnership.

"Governing statute" of anorganization means the statute that governs the organization's internal affairs.

"Organizing articles" means:

(1)  For an association, corporation, or nonprofitcorporation, the articles of incorporation;

(2)  For a general partnership or limited liabilitypartnership, the registration statement;

(3)  For a limited partnership, or limited liabilitylimited partnership, the certificate of limited partnership; and

(4)  For a limited liability company, the articles oforganization.

"Other business entity" means acorporation, limited liability company, general partnership, limited liabilitypartnership, or association.

"Personal liability" means personalliability for a debt, liability, or other obligation of an organization whichis imposed on a person that co-owns, has an interest in, or is a member of theorganization:

(1)  By the organization's governing statute solely byreason of the person co-owning, having an interest in, or being a member of theorganization; or

(2)  By the organization's organizational documentsunder a provision of the organization's governing statute authorizing thosedocuments to make one or more specified persons liable for all or specifieddebts, liabilities, and other obligations of the organization solely by reasonof the person or persons co-owning, having an interest in, or being a member ofthe organization. [L 2003, c 210, pt of §1; am L 2004, c 121, §39]