As used in articles 101 to 117 of this title 7,
unless the context otherwise requires:
(1) Repealed.
(2) Affiliate means any person that directly or indirectly through one or
more intermediaries controls, or is controlled by, or is under common control with,
the person specified.
(3) Articles of incorporation includes amended articles of incorporation,
restated articles of incorporation, and other instruments, however designated, on
file in the records of the secretary of state, which have the effect of amending or
supplementing in some respect the original or amended articles of incorporation.
(4) Repealed.
(5) Authorized shares means the shares of all classes which a domestic or
foreign corporation is authorized to issue.
(5.5) Beneficial owner means a person that owns the beneficial interest in
shares. The beneficial owner may be a shareholder included in the records of the
corporation or a person on whose behalf shares are registered in the name of an
intermediary, a nominee, or a voting trust of which the person is a beneficiary.
(6) Bylaws includes amended bylaws and restated bylaws.
(7) Cash and money are used interchangeably in articles 101 to 117 of this
title. Each of these terms includes:
(a) Legal tender;
(b) Negotiable instruments readily convertible into legal tender; and
(c) Other cash equivalents readily convertible into legal tender.
(8) Conspicuous means so written that a reasonable person against whom
the writing is to operate should have noticed it. For example, printing or typing in
contrasting italics, boldface, color, capitals, or underlining is conspicuous.
(9) Control means the possession, direct or indirect, of the power to direct
or cause the direction of the management and policies of an entity, whether
through the ownership of voting shares, by contract, or otherwise.
(10) (Deleted by amendment, L. 2000, p. 977, � 50, effective July 1, 2000.)
(11) Corporation or domestic corporation means a corporation for profit
which is not a foreign corporation, incorporated under or subject to the provisions of
articles 101 to 117 of this title.
(12) Repealed.
(13) Distribution means a direct or indirect transfer by a corporation of
money or other property, except its own shares, or incurrence of indebtedness by a
corporation, to or for the benefit of any of its shareholders in respect of any of its
shares. A distribution may be in any form, including a declaration or payment of a
dividend; a purchase, redemption, or other acquisition of shares; or distribution of
indebtedness.
(14) and (15) Repealed.
(16) Employee includes an officer but not a director; except that a director
may accept duties that make said director also an employee.
(17) and (18) Repealed.
(19) Governmental subdivision includes an authority, county, district,
subdistrict, municipality, and any other political subdivision.
(20) to (26) Repealed.
(27) Receive, when used in reference to receipt of a writing or other
document by a domestic or foreign corporation, means that the writing or other
document is actually received:
(a) By the corporation at its registered office or at its principal office;
(b) By the secretary of the corporation, wherever the secretary is found; or
(c) By any other person authorized by the bylaws or the board of directors to
receive such writings, wherever such person is found.
(28) Record date means the date, established under article 106 or 107 of
this title, on which a corporation determines the identity of its shareholders and
their shareholdings. The determination shall be made as of the close of business on
the record date unless another time for doing so is stated when the record date is
fixed.
(28.3) and (28.5) Repealed.
(28.6) Related person means, with respect to an individual:
(a) The individual's spouse;
(b) A child, stepchild, grandchild, parent, stepparent, grandparent, sibling,
stepsibling, half-sibling, aunt, uncle, niece, or nephew, or spouse of any of them, of
the individual or of the individual's spouse;
(c) An individual living in the same home as the individual;
(d) An entity, other than a corporation or an entity controlled by the
corporation, controlled by the individual or any person specified in this subsection
(28.6);
(e) A domestic or foreign:
(I) Business or nonprofit corporation, other than a corporation or an entity
controlled by the corporation, of which the individual is a director;
(II) Unincorporated entity of which the individual is a general partner or a
member of the governing body; or
(III) Individual, trust, or estate for whom or of which the individual is a trustee,
guardian, personal representative, or similar fiduciary; or
(f) A person that is, or an entity that is controlled by, an employer of the
individual.
(29) Secretary means the corporate officer to whom the bylaws or the
board of directors has delegated responsibility under section 7-108-301 (3) for the
preparation and maintenance of minutes of the meetings of the board of directors
and of the shareholders and of the other records and information required to be
kept by the corporation under section 7-116-101 and for authenticating records of
the corporation.
(30) Shareholder means either 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 beneficial ownership certificate that meets the
requirements of section 7-107-204 and is on file with the corporation.
(31) Shares means the units into which the proprietary interests in a
corporation are divided.
(32) to (33) Repealed.
(34) Subscriber means a person who subscribes for shares in a corporation,
whether before or after incorporation.
(35) Repealed.
(36) Voting group means all the shares of one or more classes or series
that, under articles 101 to 117 of this title or under the articles of incorporation, are
entitled to vote and be counted together collectively on a matter at a meeting of
shareholders. All shares entitled by articles 101 to 117 of this title or the articles of
incorporation to vote generally on the matter are for that purpose a single voting
group.