4-33-140. Chapter definitions.

4-33-140. Chapter definitions. Unless the context otherwise requires in this chapter: (1) “Approved by (or approval by) the members” means approved or ratified by the affirmative vote of a majority of the votes represented and voting at a duly held meeting at which a quorum is present (which affirmative votes also constitute a majority of the required quorum) or by a written ballot or written consent in conformity with this chapter or by the affirmative vote, written ballot or written consent of such greater proportion, including the votes of all the members of any class, unit or grouping as may be provided in the articles, bylaws or this chapter for any specified member action. (2) “Articles of incorporation” or “articles” include amended and restated articles of incorporation and articles of merger. (3) “Board” or “board of directors” means the board of directors except that no person or group of persons are the board of directors because of powers delegated to that person or group pursuant to § 4-33-801. (4) “Bylaws” means the code or codes of rules (other than the articles) adopted pursuant to this chapter for the regulation or management of the affairs of the corporation irrespective of the name or names by which such rules are designated. (5) “Class” refers to a group of memberships which have the same rights with respect to voting, dissolution, redemption and transfer. For the purpose of this section, rights shall be considered the same if they are determined by a formula applied uniformly. (6) “Corporation” means public benefit, mutual benefit and religious corporation. (7) “Delegates” means those persons elected or appointed to vote in a representative assembly for the election of a director or directors or on other matters. (8) “Deliver” includes mail. (9) “Designated director” means a director who is authorized by the articles or bylaws of a corporation to be appointed by any person, corporation, or entity to a position as one (1) or more of the directors of the corporation. (10) “Directors” means individuals, designated in the articles or bylaws or elected by the incorporators, and their successors and individuals elected or appointed by any other name or title to act as members of the board. (11) “Distribution” means the payment of a dividend or any part of the income or profit of a corporation to its members, directors or officers. (12) “Domestic corporation” means a corporation organized under the laws of this state. (13) “Effective date of notice” is defined in § 4-33-141. (14) “Employee” does not include an officer or director who is not otherwise employed by the corporation. (15) “Entity” includes corporation and foreign corporation; business corporation and foreign business corporation; profit and nonprofit unincorporated association; corporation sole; 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. (16) “File,” “filed,” or “filing” means filed in the office of the Secretary of State. (17) “Foreign corporation” means a corporation organized under a law other than the law of this state which would be a nonprofit corporation if formed under the laws of this state. (18) “Governmental subdivision” includes authority, county, district, and municipality. (19) “Includes” denotes a partial definition. (20) “Individual” includes the estate of an incompetent individual. (21) “Means” denotes a complete definition. (22) “Member” means (without regard to what a person is called in the articles or bylaws) any person or persons who on more than one (1) occasion, pursuant to a provision of a corporation's articles or bylaws, have the right to vote for the election of a director or directors. A person is not a member by virtue of any of the following: (i) any rights such person has as a delegate; (ii) any rights such person has to designate a director or directors; or (iii) any rights such person has as a director. (23) “Membership” refers to the rights and obligations a member or members have pursuant to a corporation's articles, bylaws and this chapter. (24) “Mutual benefit corporation” means a domestic corporation which is formed as a mutual benefit corporation pursuant to §§ 4-33-201 et seq., or is required to be a mutual benefit corporation pursuant to § 4-33-1707, formed to benefit, represent and serve a group of individuals or entities. (25) “Notice” is defined in § 4-33-141. (26) “Person” includes any individual or entity. (27) “Principal office” means the office (in or out of this state) so designated in the bylaws or, if none, the registered office of a domestic or foreign corporation. (28) “Proceeding” includes civil suit and criminal, administrative, and investigatory action. (29) “Public benefit corporation” means a domestic corporation which is formed as a public benefit corporation pursuant to §§ 4-33-201 et seq., or is required to be a public benefit corporation pursuant to § 4-33-1707 to perform good works, to benefit society or improve the human condition. (30) “Record date” means the date established under §§ 4-33-701 et seq. on which a corporation determines the identity of its members for the purposes of this chapter. (31) “Religious corporation” means a domestic corporation which is formed as a religious corporation pursuant to §§ 4-33-201 et seq., or is required to be a religious corporation pursuant to § 4-33-1707 for religious purposes. (32) “Secretary” means the corporate officer to whom the bylaws or the board of directors has delegated responsibility under § 4-33-840(b) for custody of the minutes of the directors' and members' meetings and for authenticating the records of the corporation. (33) “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. (34) “United States” includes any district, authority, bureau, commission, department, and any other agency of the United States. (35) “Vote” includes authorization by written ballot and written consent. (36) “Voting power” means the total number of votes entitled to be cast for the election of directors at the time the determination of voting power is made, excluding a vote which is contingent upon the happening of a condition or event that has not occurred at the time. Where a class is entitled to vote as a class for directors, the determination of voting power of the class shall be based on the percentage of the number of directors the class is entitled to elect out of the total number of authorized directors.