Section 10A-2-1.40

Definitions applicable to business corporations.

In this chapter:

(1) "Articles of incorporation" include amended and restated articles of incorporation and, in the case of a corporation existing on January 1, 1981, its certificate of incorporation, including any amended certificate, and also include, except where the context otherwise requires, articles of merger. The term "articles of incorporations" as used in this chapter is synonymous with the term "certificate of formation" employed in Chapter 1.

(2) "Authorized shares" means the shares of all classes a domestic or foreign business corporation is authorized to issue.

(3) "Corporation" or "domestic corporation" means a business corporation, which is not a foreign corporation, incorporated under or subject to the provisions of this chapter.

(4) "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 any one or more 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.

(5) "Effective date of notice" is defined in Section 10A-2-1.41(e).

(6) "Electronic transmission" or "electronically transmitted" means any process of communication not directly involving the physical transfer of paper that is suitable for the retention, retrieval, and reproduction of information by the recipient.

(7) "Employee" includes an officer but not a director. A director may accept duties that make him or her also an employee.

(8) "Entity" includes corporation and foreign corporation; nonprofit corporation; for profit and nonprofit association; business trust; estate; partnership; limited liability company; trust; and two or more persons having a joint or common economic interest; and state, United States, and foreign government.

(9) "Foreign corporation" means a business corporation incorporated under a law other than the law of this state.

(10) "Notice" is defined in Section 10A-2-1.41.

(11) "Principal office" means the office, in or out of this state, so designated in the annual report where the principal executive offices of a domestic or foreign corporation are located.

(12) "Record date" means the date established under Article 6 or 7 on which a corporation determines the identity of its shareholders and their shareholdings for purposes of this chapter. The determination 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.

(13) "Secretary" means the corporate officer to whom the board of directors has delegated responsibility under Section 10A-2-8.40(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.

(14) "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.

(15) "Shares" means the units into which the proprietary interests in a corporation are divided.

(16) "Subscriber" means a person who subscribes for shares in a corporation, whether before or after incorporation.

(17) "Treasury shares" means shares of a corporation that have been issued, have been subsequently acquired by and belong to the corporation, and have not been canceled or restored to the status of authorized but unissued shares. Treasury shares shall be deemed to be "issued" shares, but not "outstanding" shares.

(18) "Voting group" means all shares of one 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.

(Acts 1994, No. 94-245, p. 343, §1; Acts 1995, No. 95-255, p. 427, §1; Act 2006-564, p. 1307, §3; §10-2B-1.40; amended and renumbered by Act 2009-513, p. 967, §87.)