§ 7-6-2. Definitions.
As used in this chapter, unless the context otherwise requires, the term:
(1) "Articles of incorporation� means the original or restated articles of incorporation
or articles of consolidation and all amendments to it, including articles of merger
and special acts of the general assembly creating corporations and/or entities.
(2) "Authorized representative� means a person who is duly authorized by a nonprofit corporation's
board of directors to act on behalf of the nonprofit corporation.
(3) "Board of directors� means the group of persons vested with the management of the
affairs of the corporation (including, without being limited to, a board of trustees)
regardless of the name by which the group is designated.
(4) "Bylaws� means the code or codes of rules adopted for the regulation or management
of the affairs of the corporation regardless of the name, or names, by which the rules
are designated.
(5) "Corporation� or "Domestic corporation� means a nonprofit corporation subject to the
provisions of this chapter, except a foreign corporation.
(6) "Delivering/Delivered� means either physically transferring a paper document to the
secretary of state or transferring a document to the secretary of state by electronic
transmission through a medium provided and authorized by the secretary of state.
(7) "Director� means a member of a board of directors.
(8) "Electronic transmission� means any form of communication, not directly involving
the physical transmission of paper, that creates a record that may be retained, retrieved,
and reviewed by a recipient thereof and that may be directly reproduced in paper form
by such a recipient through an automated process.
(9) "Entity� includes a domestic or foreign business corporation, domestic or foreign
nonprofit corporation, domestic or foreign unincorporated entity, estate, trust, state,
the United States, a foreign government, or a governmental subdivision.
(10) "Filing� means delivered to the secretary of state in either paper format or electronic
transmission through a medium provided and authorized by the secretary of state.
(11) "Foreign corporation� means a nonprofit corporation organized under laws other than
the laws of this state.
(12) "Insolvent� means inability of a corporation to pay its debts as they become due in
the usual course of its affairs.
(13) "Member� means one having membership rights in a corporation in accordance with the
provisions of its articles of incorporation or bylaws regardless of the name by which
the person is designated.
(14) "Nonprofit corporation� means a corporation of which no part of the income or profit
is distributable to its members, directors, or officers, except as otherwise expressly
permitted by this chapter.
(15) "Signature� or "signed� or "executed� means an original signature, facsimile, or an
electronically transmitted signature submitted through a medium provided and authorized
by the secretary of state.
(16) "Unincorporated entity� means an organization or artificial legal person that either
has a separate legal existence or has the power to acquire an estate in real property
in its own name and that is not any of the following: a domestic or foreign business
or nonprofit corporation, an estate, a trust, a governmental subdivision, a state,
the United States, or a foreign government. The term includes a general partnership,
limited liability company, limited partnership, business or statutory trust, joint
stock association, and unincorporated nonprofit association.
(17) "Volunteer� means an individual performing services for a nonprofit corporation without
compensation.