§ 7-58-1601 — Definitions

In this part 16, unless the context otherwise requires:

(1) Constituent entity means an entity that is a party to a merger.

(2) Constituent limited cooperative association means a limited
cooperative association that is a party to a merger.

(3) Converting limited cooperative association means a converting entity
that is a limited cooperative association.

(4) Organizational documents means articles of incorporation, bylaws,
articles of organization, operating agreements, partnership agreements, and any
other documents serving a similar function in the creation and governance of an
entity.

(5) Personal liability means personal liability for a debt, liability, or other
obligation of an entity imposed, by operation of law or otherwise, on a person that
co-owns or has an interest in the entity:

(a) By the entity's organic statute solely because of the person co-owning or
having an interest in the entity; or

(b) By the entity's organizational documents under a provision of the entity's
organic statute authorizing those documents to make one or more specified
persons liable for all or specified parts of the entity's debts, liabilities, and other
obligations solely because the person co-owns or has an interest in the entity.

Legislative History

Source: L. 2011: Entire article added, (SB 11-191), ch. 197, p. 812, � 1, effective April 2, 2012.