ARTICLE
11.  CONVERSION AND MERGER



 



§425E-1101  Definitions.  As
used in this article:



"Association" means an association
organized under chapter 421 or 421C.



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



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



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



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



"Organizing articles" means:



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



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



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



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



"Other business entity" means a
corporation, limited liability company, general partnership, limited liability
partnership, or association.



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



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



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