State Codes and Statutes

State Codes and Statutes

Statutes > Nebraska > Chapter21 > 21-2014

21-2014. Terms, defined.For purposes of the Business Corporation Act, unless the contextotherwise requires:(1) Articles of incorporation shall include amended and restatedarticles of incorporation and articles of merger;(2) Authorized shares shall mean the shares of all classesa domestic or foreign corporation is authorized to issue;(3) Conspicuous shall mean so written that a reasonable personagainst whom the writing is to operate should have noticed it. For example,printing in italics or boldface or contrasting color, or typing in capitalsor underlined, shall be considered conspicuous;(4) Corporation or domestic corporation shall mean a corporationfor profit, which is not a foreign corporation, incorporated under or subjectto the provisions of the act;(5) Deliver ordelivery shall mean any method of delivery used in conventional commercialpractice, including delivery by hand, mail, commercial delivery, and electronictransmission;(6) Distribution shall mean a direct or indirect transferof money or other property, except a corporation's own shares, or incurrenceof indebtedness by a corporation to or for the benefit of its shareholdersin respect of any of its shares. A distribution may be in the form of a declarationor payment of a dividend, a purchase, redemption, or other acquisition ofshares, a distribution of indebtedness, or otherwise;(7) Effective date of notice shall have the same meaning asin section 21-2015;(8) Electronictransmission or electronically transmitted shall mean any process of communicationnot directly involving the physical transfer of paper that is suitable forthe retention, retrieval, and reproduction of information by the recipient;(9) Employee shall includean officer but not a director. A director may accept duties that make himor her also an employee;(10) Entity shall includecorporation and foreign corporation, not-for-profit corporation, limited liabilitycompany, profit and not-for-profit unincorporated association, business trust,estate, partnership, trust, two or more persons having a joint or common economicinterest, state, United States, and foreign government;(11) Foreign corporation shallmean a corporation for profit incorporated under a law other than the lawof this state;(12) Governmental subdivisionshall include authority, county, district, and municipality;(13) Individual shall includethe estate of an incompetent or deceased individual;(14) Notice shall have thesame meaning as in section 21-2015;(15) Person shall includeindividual and entity;(16) Principal office shallmean the office, in or out of this state, so designated in the annual reportwhere the principal executive offices of a domestic or foreign corporationare located;(17) Proceeding shall includecivil suit or action and criminal, administrative, and investigatory action;(18) Record date shall meanthe date established under sections 21-2035 to 21-2050 or 21-2051 to 21-2077on which a corporation determines the identity of its shareholders and theirshareholdings for purposes of the act. The determinations shall be made asof the close of business on the record date unless another time for doingso is specified when the record date is fixed;(19) Secretary shall meanthe corporate officer to whom the board of directors has delegated responsibilityunder subsection (3) of section 21-2097 for custody of the minutes of themeetings of the board of directors and of the shareholders and for authenticatingrecords of the corporation;(20) Share shall mean theunit into which the proprietary interests in a corporation are divided;(21) Shareholder shall meanthe person in whose name shares are registered in the records of a corporationor the beneficial owner of shares to the extent of the rights granted by anominee certificate on file with a corporation;(22) State, when referringto a part of the United States, shall include a state and commonwealth, andtheir agencies and governmental subdivisions, and a territory and insularpossession, and their agencies and governmental subdivisions, of the UnitedStates;(23) Subscriber shall meana person who subscribes for shares in a corporation, whether before or afterincorporation;(24) United States shall includedistrict, authority, bureau, commission, department, and any other agencyof the United States; and(25) Voting group shall meanall shares of one or more classes or series that under the articles of incorporationor the act are entitled to vote and be counted together collectively on amatter at a meeting of shareholders. All shares entitled by the articles ofincorporation or the act to vote generally on the matter are for that purposea single voting group. SourceLaws 1995, LB 109, § 14; Laws 2009, LB528, § 2.