§ 1-C — Definitions

§ 1-c. Definitions. As used in this article unless the context\notherwise requires:\n (a) The term "lobbyist" shall mean every person or organization\nretained, employed or designated by any client to engage in lobbying.\nThe term "lobbyist" shall not include any officer, director, trustee,\nemployee, counsel or agent of the state, or any municipality or\nsubdivision thereof of New York when discharging their official duties;\nexcept those officers, directors, trustees, employees, counsels, or\nagents of colleges, as defined by section two of the education law.\n (i) Any individual who stands convicted of a felony defined in article\ntwo hundred or four hundred ninety-six or section 195.20 of the penal\nlaw may not be retained, employed or designated by any client to engage\nin lobbying for compensation.\n (ii) Any individual who stands convicted of a misdemeanor defined in\narticle two hundred, article four hundred ninety-six, section 195.00 or\nan attempt to commit a violation of section 195.20 of the penal law may\nnot be retained, employed or designated by any client to engage in\nlobbying for compensation for a period of five years from the date of\nconviction, provided that in the event such conviction is the result of\na plea agreement resulting in a plea to such charge in lieu of a plea or\nconviction of a felony defined in section 195.20, article two hundred or\narticle four hundred ninety-six of the penal law, all parties to such\nagreement may agree that the period of such bar may be for a period of\nup to ten years from the date of conviction.\n (b) The term "client" shall mean every person or organization who\nretains, employs or designates any person or organization to carry on\nlobbying activities on behalf of such client.\n (c) The term "lobbying" or "lobbying activities" shall mean and\ninclude any attempt to influence:\n (i) the passage or defeat of any legislation or resolution by either\nhouse of the state legislature including but not limited to the\nintroduction or intended introduction of such legislation or resolution\nor approval or disapproval of any legislation by the governor;\n (ii) the adoption, issuance, rescission, modification or terms of a\ngubernatorial executive order;\n (iii) the adoption or rejection of any rule or regulation having the\nforce and effect of law by a state agency;\n (iv) the outcome of any rate making proceeding by a state agency;\n (v) any determination: (A) by a public official, or by a person or\nentity working in cooperation with a public official related to a\ngovernmental procurement, or (B) by an officer or employee of the\nunified court system, or by a person or entity working in cooperation\nwith an officer or employee of the unified court system related to a\ngovernmental procurement;\n (vi) the approval, disapproval, implementation or administration of\ntribal-state compacts, memoranda of understanding, or any other\ntribal-state agreements and any other state actions related to Class III\ngaming as provided in 25 U.S.C. § 2701, except to the extent designation\nof such activities as "lobbying" is barred by the federal Indian Gaming\nRegulatory Act, by a public official or by a person or entity working in\ncooperation with a public official in relation to such approval,\ndisapproval, implementation or administration;\n (vii) the passage or defeat of any local law, ordinance, resolution,\nor regulation by any municipality or subdivision thereof;\n (viii) the adoption, issuance, rescission, modification or terms of an\nexecutive order issued by the chief executive officer of a municipality;\n (ix) the adoption or rejection of any rule, regulation, or resolution\nhaving the force and effect of a local law, ordinance, resolution, or\nregulation; or\n (x) the outcome of any rate making proceeding by any municipality or\nsubdivision thereof.\n The term "lobbying" shall not include:\n (A) Persons engaged in drafting, advising clients on or rendering\nopinions on proposed legislation, rules, regulations or rates, municipal\nordinances and resolutions, executive orders, procurement contracts, or\ntribal-state compacts, memoranda of understanding, or any other\ntribal-state agreements or other written materials related to Class III\ngaming as provided in 25 U.S.C. § 2701, when such professional services\nare not otherwise connected with state or municipal legislative or\nexecutive action on such legislation, rules, regulations or rates,\nmunicipal ordinances and resolutions, executive orders, procurement\ncontracts, or tribal-state compacts, memoranda of understanding, or any\nother tribal-state agreements or other written materials related to\nClass III gaming as provided in 25 U.S.C. § 2701;\n (B) (i) Newspapers and other periodicals and radio and television\nstations, and owners and employees thereof, provided that their\nactivities in connection with proposed legislation, rules, regulations\nor rates, municipal ordinances and resolutions, executive orders,\ntribal-state compacts, memoranda of understanding or other tribal-state\nagreements related to Class III gaming as provided in 25 U.S.C. § 2701,\nor procurement contracts by a state agency, municipal agency, local\nlegislative body, the state legislature, or the unified court system,\nare limited to the publication or broadcast of news items, editorials or\nother comments, or paid advertisements;\n (ii) Communications with a professional journalist, or newscaster,\nincluding an editorial board or editorial writer of a newspaper,\nmagazine, news agency, press association or wire service, relating to\nnews, as these terms are defined in section seventy-nine-h of the civil\nrights law, and communications relating to confidential and\nnon-confidential news as described in subdivisions (b) and (c) of\nsection seventy-nine-h of the civil rights law respectively and\ncommunications made pursuant to community outreach efforts for broadcast\nstations required by federal law.\n (C) Persons who participate as witnesses, attorneys or other\nrepresentatives in public proceedings of a state or municipal agency\nwith respect to all participation by such persons which is part of the\npublic record thereof and all preparation by such persons for such\nparticipation;\n (D) Persons who attempt to influence a state or municipal agency in an\nadjudicatory proceeding, as "adjudicatory proceeding" is defined by\nsection one hundred two of the state administrative procedure act;\n (E) Persons who prepare or submit a response to a request for\ninformation or comments by the state legislature, the governor, or a\nstate agency or a committee or officer of the legislature or a state\nagency, or by the unified court system, or by a legislative or executive\nbody or officer of a municipality or a commission, committee or officer\nof a municipal legislative or executive body;\n (F) Any attempt by a church, its integrated auxiliary, or a convention\nor association of churches that is exempt from filing a federal income\ntax return under paragraph 2(A)(i) of section 6033(a) of Title 26 of the\nUnited States Code or a religious order that is exempt from filing a\nfederal income tax return under paragraph (2)(A)(iii) of such section\n6033(a) to influence passage or defeat of a local law, ordinance,\nresolution or regulation or any rule or regulation having the force and\neffect of a local law, ordinance or regulation;\n (G) Any activity relating to governmental procurements made under\nsection one hundred sixty-two of the state finance law undertaken by (i)\nthe non-profit-making agencies appointed pursuant to paragraph e of\nsubdivision six of section one hundred sixty-two of the state finance\nlaw by the commissioner of the office of children and family services,\nthe commission for the blind, or the commissioner of education, and (ii)\nthe qualified charitable non-profit-making agencies for the blind, and\nqualified charitable non-profit-making agencies for other severely\ndisabled persons as identified in subdivision two of section one hundred\nsixty-two of the state finance law; provided, however, that any attempt\nto influence the issuance or terms of the specifications that serve as\nthe basis for bid documents, requests for proposals, invitations for\nbids, or solicitations of proposals, or any other method for soliciting\na response from offerers intending to result in a procurement contract\nwith a state agency, the state legislature, the unified court system, a\nmunicipal agency or local legislative body shall not be exempt from the\ndefinition of "lobbying" or "lobbying activities" under this\nsubparagraph;\n (H) Participants, including those appearing on behalf of a client, in\na conference provided for in a request for proposals, invitation for\nbids, or any other method for soliciting a response from offerers\nintending to result in a procurement contract;\n (I) Offerers who have been tentatively awarded a contract and are\nengaged in communications with a state agency, either house of the state\nlegislature, the unified court system, a municipal agency or local\nlegislative body solely for the purpose of negotiating the terms of the\nprocurement contract after being notified of such award or, when a state\nagency, either house of the state legislature, the unified court system,\na municipal agency or local legislative body is purchasing an article of\nprocurement pursuant to an existing state procurement contract, offerers\nwho are engaged in communications with the procuring entity solely for\nthe purpose of negotiating terms applicable to that purchase; or persons\nwho currently hold a franchise and who are engaged in negotiating the\nterms of a tentative franchise renewal contract with a municipality, but\nsuch negotiations, which do not constitute lobbying, do not include\ncommunications to the local legislative body that must approve the\ncontract;\n (J) (i) Offerers or other persons who are a party to a protest, appeal\nor other review proceeding (including the apparent successful bidder or\nproposer and his or her representatives) before the governmental entity\nconducting the procurement seeking a final administrative determination,\nor in a subsequent judicial proceeding; or\n (ii) Offerers or other persons who bring complaints of alleged\nimproper conduct in a governmental procurement to the attorney general,\ninspector general, district attorney, or court of competent\njurisdiction; or\n (iii) Offerers or other persons who submit written protests, appeals\nor complaints to the state comptroller's office during the process of\ncontract approval, where the state comptroller's approval is required by\nlaw, and where such communications and any responses thereto are made in\nwriting and shall be entered in the procurement record pursuant to\nsection one hundred sixty-three of the state finance law; or\n (iv) Offerers or other persons who bring complaints of alleged\nimproper conduct in a governmental procurement conducted by a municipal\nagency or local legislative body to the state comptroller's office;\n provided, however, that nothing in this paragraph shall be construed\nas recognizing or creating any new rights, duties or responsibilities or\nabrogating any existing rights, duties or responsibilities of any\ngovernmental entity as it pertains to implementation and enforcement of\narticle eleven of the state finance law or any other provision of law\ndealing with the governmental procurement process;\n (K) The submission of a bid or proposal (whether submitted orally, in\nwriting or electronically) in response to a request for proposals,\ninvitation for bids or any other method for soliciting a response from\nofferers intending to result in a procurement contract;\n (L) Offerers submitting written questions to a designated contact of a\nstate agency, either house of the state legislature, the unified court\nsystem, a municipal agency or local legislative body set forth in a\nrequest for proposals, or invitation for bids or any other method for\nsoliciting a response from offerers intending to result in a procurement\ncontract, when all written questions and responses are to be\ndisseminated to all offerers who have expressed an interest in the\nrequest for proposals, or invitation for bids, or any other method for\nsoliciting a response from offerers intending to result in a procurement\ncontract;\n (M) Contacts during governmental procurements between designated staff\nof a state agency, either house of the state legislature, the unified\ncourt system, a municipal agency or local legislative body involved in\ngovernmental procurements and officers or employees of bidders or\npotential bidders, or officers or employees of subcontractors of bidders\nor potential bidders, who are charged with the performance of functions\nrelating to contracts and who are qualified by education, training or\nexperience to provide technical services to explain, clarify or\ndemonstrate the qualities, characteristics or advantages of an article\nof procurement. Such authorized contacts shall: (i) be limited to\nproviding information to the staff of a state agency, either house of\nthe state legislature, the unified court system, a municipal agency and\nlocal legislative body to assist them in understanding and assessing the\nqualities, characteristics or anticipated performance of an article of\nprocurement; (ii) not include any recommendations or advocate any\ncontract provisions; and (iii) occur only at such times and in such\nmanner as authorized under the procuring entity's solicitation or\nguidelines and procedures. For the purposes of this paragraph, the term\n"technical services" shall be limited to analysis directly applying any\naccounting, engineering, scientific, or other similar technical\ndisciplines;\n (N) Applications for licenses, certificates, and permits authorized by\nstatutes or local laws or ordinances;\n (O) The activities of persons who are commission salespersons with\nrespect to governmental procurements;\n (P) Communications made by an officer or employee of the offerer after\nthe award of the procurement contract when such communications are in\nthe ordinary course of providing the article of procurement provided by\nthe procurement contract and in the ordinary course of the assigned\nduties of the officer or employee; provided, however, that nothing\nherein shall exempt: (i) an officer or employee whose primary purpose of\nemployment is to engage in lobbying activities with regard to\ngovernmental procurements, or (ii) an agent or independent contractor\nhired by an offerer and whose primary duty is to engage in lobbying\nactivities with regard to governmental procurements; and\n (Q) Persons who communicate with public officials where such\ncommunications are limited to obtaining factual information related to\nbenefits or incentives offered by a state or municipal agency and where\nsuch communications do not include any recommendations or advocate\ngovernmental action or contract provisions, and further where such\ncommunications are not otherwise connected with pending legislative or\nexecutive action or determinations; provided, however, that any person\nwho is otherwise required to file a statement or report pursuant to this\narticle by virtue of engaging in lobbying activities as defined in this\nsection shall not be deemed to fall within the exception provided for\nunder this paragraph.\n (d) The term "organization" shall mean any corporation, company,\nfoundation, association, college as defined by section two of the\neducation law, labor organization, firm, partnership, society, joint\nstock company, state agency or public corporation.\n (e) The term "state agency" shall mean any department, board, bureau,\ncommission, division, office, council, committee or officer of the\nstate, whether permanent or temporary, or a public benefit corporation\nor public authority at least one of whose members is appointed by the\ngovernor, authorized by law to make rules or to make final decisions in\nadjudicatory proceedings but shall not include the judicial branch or\nagencies created by interstate compact or international agreement.\n (f) The term "commission" shall mean the commission on ethics and\nlobbying in government created by section ninety-four of the executive\nlaw.\n (g) The term "expense" or "expenses" shall mean any expenditures\nincurred by or reimbursed to the lobbyist for lobbying but shall not\ninclude contributions reportable pursuant to article fourteen of the\nelection law.\n (h) The term "compensation" shall mean any salary, fee, gift, payment,\nbenefit, loan, advance or any other thing of value paid, owed, given or\npromised to the lobbyist by the client for lobbying but shall not\ninclude contributions reportable pursuant to article fourteen of the\nelection law.\n (i) The term "public corporation" shall mean a municipal corporation,\na district corporation, or a public benefit corporation as defined in\nsection sixty-six of the general construction law.\n (j) The term "gift" shall mean anything of more than nominal value\ngiven to a public official in any form including, but not limited to\nmoney, service, loan, travel, lodging, meals, refreshments,\nentertainment, discount, forbearance, or promise, having a monetary\nvalue. The following are excluded from the definition of a gift:\n (i) complimentary attendance, including food and beverage, at bona\nfide charitable or political events;\n (ii) complimentary attendance, food and beverage offered by the\nsponsor of a widely attended event. The term "widely attended event"\nshall mean an event: (A) which at least twenty-five individuals other\nthan members, officers, or employees from the governmental entity in\nwhich the public official serves attend or were, in good faith, invited\nto attend, and (B) which is related to the attendee's duties or\nresponsibilities or which allows the public official to perform a\nceremonial function appropriate to his or her position. For the purposes\nof this exclusion, a public official's duties or responsibilities shall\ninclude but not be limited to either (1) attending an event or a meeting\nat which a speaker or attendee addresses an issue of public interest or\nconcern as a significant activity at such event or meeting; or (2) for\nelected public officials, or their staff attending with or on behalf of\nsuch elected officials, attending an event or a meeting at which more\nthan one-half of the attendees, or persons invited in good faith to\nattend, are residents of the county, district or jurisdiction from which\nthe elected public official was elected;\n (iii) awards, plaques, and other ceremonial items which are publicly\npresented, or intended to be publicly presented, in recognition of\npublic service, provided that the item or items are of the type\ncustomarily bestowed at such or similar ceremonies and are otherwise\nreasonable under the circumstances, and further provided that the\nfunctionality of such items shall not determine whether such items are\npermitted under this paragraph;\n (iv) an honorary degree bestowed upon a public official by a public or\nprivate college or university;\n (v) promotional items having no substantial resale value such as pens,\nmugs, calendars, hats, and t-shirts which bear an organization's name,\nlogo, or message in a manner which promotes the organization's cause;\n (vi) goods and services, or discounts for goods and services, offered\nto the general public or a segment of the general public defined on a\nbasis other than status as a public official and offered on the same\nterms and conditions as the goods or services are offered to the general\npublic or segment thereof;\n (vii) gifts from a family member, member of the same household, or\nperson with a personal relationship with the public official, including\ninvitations to attend personal or family social events, when the\ncircumstances establish that it is the family, household, or personal\nrelationship that is the primary motivating factor; in determining\nmotivation, the following factors shall be among those considered: (A)\nthe history and nature of the relationship between the donor and the\nrecipient, including whether or not items have previously been\nexchanged; (B) whether the item was purchased by the donor; and (C)\nwhether or not the donor at the same time gave similar items to other\npublic officials; the transfer shall not be considered to be motivated\nby a family, household, or personal relationship if the donor seeks to\ncharge or deduct the value of such item as a business expense or seeks\nreimbursement from a client;\n (viii) contributions reportable under article fourteen of the election\nlaw, including contributions made in violation of that article of the\nelection law;\n (ix) travel reimbursement or payment for transportation, meals and\naccommodations for an attendee, panelist or speaker at an informational\nevent or informational meeting when such reimbursement or payment is\nmade by a governmental entity or by an in-state accredited public or\nprivate institution of higher education that hosts the event on its\ncampus, provided, however, that the public official may only accept\nlodging from an institution of higher education: (A) at a location on or\nwithin close proximity to the host campus; and (B) for the night\npreceding and the nights of the days on which the attendee, panelist or\nspeaker actually attends the event or meeting;\n (x) provision of local transportation to inspect or tour facilities,\noperations or property located in New York state, provided, however,\nthat such inspection or tour is related to the individual's official\nduties or responsibilities and that payment or reimbursement for\nexpenses for lodging or travel expenses to and from the locality where\nsuch facilities, operations or property are located shall be considered\nto be gifts unless otherwise permitted under this subdivision;\n (xi) meals or refreshments when participating in a professional or\neducational program and the meals or refreshments are provided to all\nparticipants; and\n (xii) food or beverage valued at fifteen dollars or less.\n (k) The term "municipality" shall mean any jurisdictional subdivision\nof the state, including but not limited to counties, cities, towns,\nvillages, improvement districts and special districts, with a population\nof more than five thousand, and industrial development agencies in\njurisdictional subdivisions with a population of more than five\nthousand; and public authorities, and public corporations.\n (l) The term "public official" shall mean:\n (i) the governor, lieutenant governor, comptroller or attorney\ngeneral;\n (ii) members of the state legislature;\n (iii) state officers and employees including:\n (A) heads of state departments and their deputies and assistants other\nthan members of the board of regents of the university of the state of\nNew York who receive no compensation or are compensated on a per diem\nbasis,\n (B) officers and employees of statewide elected officials,\n (C) officers and employees of state departments, boards, bureaus,\ndivisions, commissions, councils or other state agencies,\n (D) members or directors of public authorities, other than multi-state\nauthorities, public benefit corporations and commissions at least one of\nwhose members is appointed by the governor, and employees of such\nauthorities, corporations and commissions;\n (iv) officers and employees of the legislature; and\n (v) municipal officers and employees including an officer or employee\nof a municipality, whether paid or unpaid, including members of any\nadministrative board, commission or other agency thereof and in the case\nof a county, shall be deemed to also include any officer or employee\npaid from county funds. No person shall be deemed to be a municipal\nofficer or employee solely by reason of being a volunteer firefighter or\ncivil defense volunteer, except a fire chief or assistant fire chief.\n (m) The term "restricted period" shall mean the period of time\ncommencing with the earliest written notice, advertisement or\nsolicitation of a request for proposal, invitation for bids, or\nsolicitation of proposals, or any other method for soliciting a response\nfrom offerers intending to result in a procurement contract with a state\nagency, either house of the state legislature, the unified court system,\nor a municipal agency, as that term is defined by paragraph (ii) of\nsubdivision (s) of this section, and ending with the final contract\naward and approval by the state agency, either house of the state\nlegislature, the unified court system, or a municipal agency, as that\nterm is defined by paragraph (ii) of subdivision (s) of this section,\nand, where applicable, the state comptroller.\n (n) The term "revenue contract" shall mean any written agreement\nbetween a state or municipal agency or a local legislative body and an\nofferer whereby the state or municipal agency or local legislative body\ngives or grants a concession or a franchise.\n (o) The term "article of procurement" shall mean a commodity, service,\ntechnology, public work, construction, revenue contract, the purchase,\nsale or lease of real property or an acquisition or granting of other\ninterest in real property, that is the subject of a governmental\nprocurement.\n (p) The term "governmental procurement" shall mean: (i) the public\nannouncement, public notice, or public communication to any potential\nvendor of a determination of need for a procurement, which shall\ninclude, but not be limited to, the public notification of the\nspecifications, bid documents, request for proposals, or evaluation\ncriteria for a procurement contract, (ii) solicitation for a procurement\ncontract, (iii) evaluation of a procurement contract, (iv) award,\napproval, denial or disapproval of a procurement contract, or (v)\napproval or denial of an assignment, amendment (other than amendments\nthat are authorized and payable under the terms of the procurement\ncontract as it was finally awarded or approved by the comptroller, as\napplicable), renewal or extension of a procurement contract, or any\nother material change in the procurement contract resulting in a\nfinancial benefit to the offerer.\n (q) The term "offerer" shall mean the individual or entity, or any\nemployee, agent or consultant of such individual or entity, that\ncontacts a state agency, either house of the state legislature, the\nunified court system, a municipal agency or local legislative body about\na governmental procurement provided, however, that a governmental agency\nor its employees that communicate with the procuring agency regarding a\ngovernmental procurement in the exercise of its oversight duties shall\nnot be considered an offerer.\n (r) The term "procurement contract" shall mean any contract or other\nagreement, including an amendment, extension, renewal, or change order\nto an existing contract (other than amendments, extensions, renewals, or\nchange orders that are authorized and payable under the terms of the\ncontract as it was finally awarded or approved by the comptroller, as\napplicable), for an article of procurement involving an estimated\nannualized expenditure in excess of fifteen thousand dollars. Grants,\narticle XI-B state finance law contracts, program contracts between\nnot-for-profit organizations, as defined in article XI-B of the state\nfinance law, and the unified court system, intergovernmental agreements,\nrailroad and utility force accounts, utility relocation project\nagreements or orders, contracts governing organ transplants, contracts\nallowing for state participation in trade shows, and eminent domain\ntransactions shall not be deemed procurement contracts.\n (s) The term "municipal agency" shall mean: (i) any department, board,\nbureau, commission, division, office, council, committee or officer of a\nmunicipality, whether permanent or temporary; or (ii) an industrial\ndevelopment agency, located in a jurisdictional subdivision of the state\nwith a population of more than fifty thousand, or local public benefit\ncorporation, as that term is defined in section sixty-six of the general\nconstruction law.\n (t) The term "local legislative body" shall mean the board of\nsupervisors, board of aldermen, common council, council, commission,\ntown board, board of trustees or other elective governing board or body\nof a municipality now or hereafter vested by state statute, charter or\nother law with jurisdiction to initiate and adopt local laws, ordinances\nand budgets, whether or not such local laws, ordinances or budgets\nrequire approval of the elective chief executive officer or other\nofficial or body to become effective.\n (u) The term "commission salesperson" shall mean any person the\nprimary purpose of whose employment is to cause or promote the sale of,\nor to influence or induce another to make a purchase of an article of\nprocurement, whether such person is an employee (as that term is defined\nfor tax purposes) of or an independent contractor for a vendor, provided\nthat an independent contractor shall have a written contract for a term\nof not less than six months or for an indefinite term, and which person\nshall be compensated, in whole or in part, by the payment of a\npercentage amount of all or a substantial part of the sales which such\nperson has caused, promoted, influenced or induced, provided, however,\nthat no person shall be considered a commission salesperson with respect\nto any sale to or purchase by a state agency, either house of the state\nlegislature, the unified court system, a municipal agency or local\nlegislative body if the percentage amount of any commission payable with\nrespect to such sale or purchase is substantially in excess of any\ncommission payable with respect to any comparable sale to a purchaser\nthat is not a state agency, either house of the state legislature, the\nunified court system, a municipal agency or local legislative body;\nfurther, provided, however, that any person that is required to file a\nstatement or report pursuant to this article by virtue of engaging in\nlobbying activities as defined in paragraphs (i) through (iv) and (vi)\nthrough (x) of subdivision (c) of this section shall not be deemed to be\na "commission salesperson" for purposes of this article.\n (v) The term "unified court system" shall, for the purposes of this\narticle only, mean the unified court system of the state of New York, or\nthe office of court administration, where appropriate, other than town\nand village justice courts in jurisdictions with a population under\nfifty thousand, when it acts solely in an administrative capacity to\nengage in governmental procurements and shall not include the unified\ncourt system or any court of the state judiciary when it acts to hear\nand decide cases of original or appellate jurisdiction or otherwise acts\nin its judicial, as opposed to administrative, capacity.\n (w) The term "reportable business relationship" shall mean a\nrelationship in which compensation is paid by a lobbyist or by a client\nof a lobbyist, in exchange for any goods, services or anything of value,\nthe total value of which is in excess of one thousand dollars annually,\nto be performed or provided by or intended to be performed or provided\nby (i) any statewide elected official, state officer, state employee,\nmember of the legislature or legislative employee, or (ii) any entity in\nwhich the lobbyist or the client of a lobbyist knows or has reason to\nknow the statewide elected official, state officer, state employee,\nmember of the legislature or legislative employee is a proprietor,\npartner, director, officer or manager, or owns or controls ten percent\nor more of the stock of such entity (or one percent in the case of a\ncorporation whose stock is regularly traded on an established securities\nexchange).\n