§ 10-33-01 — Definitions

For the purposes of this chapter, unless the context otherwise requires:
1. "Activity" or "activities" means, in a corporation organized under this chapter, the
functional equivalent of "business" in a corporation organized under chapter 10-19.1.
2. "Address" means:
a. In the case of a registered office or principal executive office, the mailing address,
including a zip code, of the actual office location which may not be only a
post-office box; and
b. In any other case, the mailing address, including a zip code.
3. "Articles" means:
a. In the case of a corporation incorporated under or governed by this chapter,
articles of incorporation, articles of amendment, a resolution of election to
become governed by this chapter, a statement of change of registered office,
registered agent, or name of registered agent, articles of merger, articles of
consolidation, articles of abandonment, and articles of dissolution.
b. In the case of a foreign corporation, the term includes all records serving a similar
function required to be filed with the secretary of state or other officer of the state
of incorporation of the foreign corporation.
4. "Authenticated electronic communication" means:
a. That the electronic communication is delivered:
(1) To the principal place of activity of the corporation; or
(2) To an officer or agent of the corporation authorized by the corporation to
receive the electronic communication; and
b. That the electronic communication sets forth information from which the
corporation can reasonably conclude that the electronic communication was sent
by the purported sender.
5. "Ballot" means a written ballot or a ballot transmitted by electronic communication.
6. "Board" means the board of directors of a corporation.
7. "Board member" means an individual serving on the board.
8. "Bylaws" means the code adopted for the regulation or management of the internal
affairs of a corporation, regardless of how designated.
9. "Corporation" means a corporation, other than a foreign corporation, that is
incorporated under or governed by this chapter.
10. "Director" means a member of the board.
11. "Domestic organization" means an organization created under the laws of this state.
12. "Electronic" means relating to technology having electrical, digital, magnetic, wireless,
optical, electromagnetic, or similar capabilities.
13. "Electronic communication" means any form of communication, not directly involving
the physical transmission of paper:
a. That creates a record that may be retained, retrieved, and reviewed by a recipient
of the communication; and
b. That may be directly reproduced in paper form by the recipient through an
automated process.
14. "Electronic record" means a record created, generated, sent, communicated, received,
or stored by electronic means.
15. "Electronic signature" means an electronic sound, symbol, or process attached to or
logically associated with a record and signed or adopted by a person with the intent to
sign the record.
16. "Filed with the secretary of state" means except as otherwise permitted by law or rule:
a. That a record meeting the applicable requirements of this chapter, together with
the fees provided in section 10-33-140, was delivered or communicated to the
secretary of state by a method or medium of communication acceptable by the

secretary of state and was determined by the secretary of state to conform to law;
and
b. That the secretary of state did then:
(1) Record the actual date on which the record was filed, and if different, the
effective date of filing; and
(2) Record the record in the office of the secretary of state.
17. "Foreign corporation" means a corporation that is formed under laws other than the
laws of this state for a purpose for which a corporation may be organized under this
chapter.
18. "Foreign organization" means an organization created under laws other than the laws
of this state for a purpose for which an organization may be created under the laws of
this state.
19. "Good faith" means honesty in fact in the conduct of an act or transaction.
20. "Intentionally" means the person referred to has a purpose to do or fail to do the act or
cause the result specified, or believes the act or failure to act, if successful, will cause
that result. A person intentionally violates a statute:
a. If the person intentionally does the act or causes the result prohibited by the
statute; or
b. If the person intentionally fails to do the act or cause the result required by the
statute, even though the person may not know of the existence or constitutionality
of the statute or the scope or meaning of the terms used in the statute.
21. "Internal Revenue Code" means the Internal Revenue Code of 1986, as amended
from time to time, and successive federal revenue Acts.
22. "Legal representative" means a person empowered to act for another person,
including an agent, manager, officer, partner, or associate of an organization; a trustee
of a trust; a personal representative; a trustee in bankruptcy; or a receiver, guardian,
custodian, or conservator.
23. "Member" means a person with membership rights in a corporation under its articles or
bylaws, regardless of how the person is identified.
24. "Members with voting rights" means members or a class of members that has voting
rights with respect to the purpose or matter involved.
25. "Nonprofit purpose" or "nonprofit activity" means a purpose or activity not involving
pecuniary gain to any officer, director, or member, other than a member that is a
nonprofit organization or subdivision, unit, or agency of the United States or a state or
local government.
26. "Notice":
a. Is given by a member of a corporation to the corporation or an officer of the
corporation:
(1) When in writing and mailed or delivered to the corporation or the officer at
the registered office or principal executive office of the corporation; or
(2) When given by a form of electronic communication consented to by the
corporation to which the notice is given if by:
(a) Facsimile communication, when directed to a telephone number at
which the corporation has consented to receive notice.
(b) Electronic mail, when directed to an electronic mail address at which
the corporation has consented to receive notice.
(c) Posting on an electronic network on which the corporation has
consented to receive notice, together with separate notice to the
corporation of the specific posting, upon the later of:
[1] The posting; or
[2] The giving of the separate notice.
(d) Any other form of electronic communication by which the corporation
has consented to receive notice, when directed to the corporation.
b. Is given, in all other cases:
(1) When mailed to the person at an address designated by the person or at the
last-known address of the person;

(2) When deposited with a nationally recognized overnight delivery service for
overnight delivery or, if overnight delivery to the person is not available, for
delivery as promptly as practicable, to the person at an address designated
by the person or at the last-known address of the person;
(3) When handed to the person;
(4) When left at the office of the person with a clerk or other person in charge of
the office or:
(a) If there is no one in charge, when left in a conspicuous place in the
office; or
(b) If the office is closed or the person to be notified has no office, when
left at the dwelling house or usual place of abode of the person with
some person of suitable age and discretion then residing there;
(5) When given by a form of electronic communication consented to by the
person to whom the notice is given if by:
(a) Facsimile communication, when directed to a telephone number at
which the person has consented to receive notice;
(b) Electronic mail, when directed to an electronic mail address at which
the person has consented to receive notice; or
(c) Posting on an electronic network on which the person has consented
to receive notice, together with separate notice to the person of the
specific posting, upon the later of:
[1] The posting; or
[2] The giving of the separate notice; or
(6) When the method is fair and reasonable when all of the circumstances are
considered.
c. Is given by mail when deposited in the United States mail with sufficient postage
affixed.
d. Is given by deposit for delivery when deposited for delivery as provided in
paragraph 2 of subdivision b, after having made sufficient arrangements for
payment by the sender.
e. Is deemed received when it is given.
27. "Officer" means an individual who is eighteen years of age or more and who is:
a. Elected, appointed, or otherwise designated as the president, the treasurer, and
the secretary, however designated, or any other officer pursuant to section
10-33-49; or
b. Deemed elected as an officer pursuant to section 10-33-52.
28. "Organization":
a. Means, whether domestic or foreign, a corporation, limited liability company,
partnership, limited partnership, limited liability partnership, limited liability limited
partnership, business trust, or any other person having a governing statute; but
b. Excludes:
(1) Any nonprofit corporation, whether a domestic nonprofit corporation which is
incorporated under this chapter or a foreign nonprofit corporation which is
incorporated in another jurisdiction; or
(2) Any nonprofit limited liability company, whether a domestic nonprofit limited
liability company which is organized under chapter 10-36 or a foreign
nonprofit limited liability company which is organized in another jurisdiction.
29. "Principal executive office" means:
a. If the corporation has an elected or appointed president, then an office where the
elected or appointed president of the corporation has an office; or
b. If the corporation has no elected or appointed president, then the registered office
of the corporation.
30. "Record" means information that is inscribed on a tangible medium or that is stored in
an electronic or other medium and is retrievable in perceivable form.

31. "Registered office" means the place in this state designated in a corporation's articles
of incorporation or in a foreign corporation's certificate of authority as the registered
office.
32. "Related organization" means an organization that controls, is controlled by, or is
under common control with another organization with control existing if an
organization:
a. Owns, directly or indirectly, at least fifty percent of the ownership interests of
another organization;
b. Has the right, directly or indirectly, to elect, appoint, or remove fifty percent or
more of the voting members of the governing body of another organization; or
c. Has the power, directly or indirectly, to direct or cause the direction of the
management and policies of another organization, whether through the
ownership of voting interests, by contract, or otherwise.
33. "Remote communication" means communication via electronic communication,
conference telephone, videoconference, the internet, or such other means by which
persons not physically present in the same location may communicate with each other
on a substantially simultaneous basis.
34. "Signed" means:
a. That the signature of a person, which may be a facsimile affixed, engraved,
printed, placed, stamped with indelible ink, transmitted by facsimile
telecommunication or electronically, or in any other manner reproduced on the
record with the present intention to authenticate that record; and
b. With respect to a record required by this chapter to be filed with the secretary of
state, that:
(1) The record is signed by a person authorized to do so by this chapter, the
articles, or bylaws, a resolution approved by the directors as required by
section 10-33-42, or the members with voting rights, if any, as required by
section 10-33-72; and
(2) The signature and the record are communicated by a method or medium of
communication acceptable by the secretary of state.
35. "Subsidiary" of a specified organization means an organization having more than fifty
percent of the voting power of its ownership interests entitled to vote for directors,
governors, or other members of the governing body of the organization owned directly,
or indirectly, through related organizations, by the specified organization.
36. "Surviving corporation" means the corporation or foreign corporation resulting from a
merger which:
a. May pre-exist the merger; or
b. May be created by the merger.
37. "Vote" includes authorization by written action.
38. "Written action" means:
a. A written record signed by all of the persons required to take the action; or
b. The counterparts of a written record signed by any of the persons taking the
action.
(1) Each counterpart constitutes the action of the persons signing it; and
(2) All the counterparts are one written action by all of the persons signing
them.