4-27-140. Definitions.

4-27-140. Definitions. In this chapter: (1) “Articles of incorporation” include amended and restated articles of incorporation and articles of merger. (2) “Authorized shares” means the shares of all classes a domestic or foreign corporation is authorized to issue. (3) “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. (4) “Corporation” or “domestic corporation” means a corporation for profit, which is not a foreign corporation, incorporated under or subject to the provisions of this chapter. (5) “Deliver” includes mail. (6) “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. (7) “Effective date of notice” is defined in § 4-27-141. (8) “Employee” includes an officer but not a director. A director may accept duties that make him also an employee. (9) “Entity” includes corporation and foreign corporation; not-for-profit corporation; profit and not-for-profit unincorporated association; business trust, estate, partnership, trust, and two (2) or more persons having a joint or common economic interest; and state, United States, and foreign government. (10) “Foreign corporation” means a corporation for profit incorporated under a law other than the law of this state. (11) “Governmental subdivision” includes authority, county, district, and municipality. (12) “Includes” denotes a partial definition. (13) “Individual” includes the estate of an incompetent or deceased individual. (14) “Means” denotes an exhaustive definition. (15) “Notice” is defined in § 4-27-141. (16) “Person” includes individual and entity. (17) “Principal office” means the office (in or out of this state) so designated in the annual franchise tax report where the principal executive offices of a domestic or foreign corporation are located. (18) “Proceeding” includes civil suit and criminal, administrative, and investigatory action. (19) “Record date” means the date established under § 4-27-601 et seq. or § 4-27-701 et seq. 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. (20) “Secretary” means the corporate officer to whom the board of directors has delegated responsibility under § 4-27-840(c) for custody of the minutes of the meetings of the board of directors and of the shareholders and for authenticating records of the corporation. (21) “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. (22) “Shares” means the units into which the proprietary interests in a corporation are divided. (23) “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. (24) “Subscriber” means a person who subscribes for shares in a corporation, whether before or after incorporation. (25) “United States” includes district, authority, bureau, commission, department, and any other agency of the United States. (26) “Voting group” means all shares of one (1) 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. (27) “Investment company” means any corporation registered with the United States Securities and Exchange Commission as an investment company under the Investment Company Act of 1940.