§ 33-1-400 — Act definitions.

As used in Chapters 1 through 19 of this title: (1) "Agreement" includes a valid agreement, written or oral, of the shareholders or between any of the shareholders and the corporation as to the affairs of the corporation and the conduct of its business. The bylaws of a corporation are an agreement. (2) "Articles of incorporation" includes amended and restated articles of incorporation and articles of merger. (3) "Authorized shares" means the shares of all classes a domestic or foreign corporation is authorized to issue. (4) "Corporation" or "domestic corporation" means a corporation for profit, which is not a foreign corporation, incorporated pursuant or subject to the provisions of Chapters 1 through 20 of this Title. "Corporation" or "domestic corporation" also may include a " nonprofit" corporation to the extent permitted by the provisions of Section 33-20-103. (5) "Conspicuous" means written so that a reasonable person against whom the writing is to operate should notice it. For example, printing in italics, boldface, or contrasting color, or typing in capitals or underlined is conspicuous. (6) "Deliver" includes mail. (7) "Distribution" means a direct or indirect transfer of money or other property, except its own shares, or incurring of indebtedness by a corporation to or for the benefit of its shareholders in respect to its shares. A distribution may be in the form of a declaration or payment of a dividend, a purchase, redemption, or other acquisition of shares, a distribution of indebtedness, or other distribution. (8) "Effective date of notice" is defined in Section 33-1-410. (9) "Electronic transmission" or "electronically transmitted" means a process of communication not directly involving the physical transfer of paper that is suitable for the retention, retrieval, and reproduction of information by the recipient. (10) "Employee" includes an officer but not a director, unless a director accepts duties that make him also an employee. (11) "Entity" includes corporation and foreign corporation; not-for-profit corporation; profit and not-for-profit unincorporated association; business trust, estate, partnership, trust, and two or more persons having a joint or common economic interest; and state, United States, and foreign government. (12) "Foreign corporation" means a corporation for profit incorporated pursuant to a law other than the law of this State. (13) "Governmental subdivision" includes authority, county, district, and municipality. (14) "Includes" denotes a partial definition. (15) "Individual" includes the estate of an incompetent or deceased individual. (16) "Limited partnership" means a limited partnership created pursuant to the Uniform Limited Partnership Act, Chapter 42 of Title 33, a predecessor law, or a comparable law of another jurisdiction. (17) "Means" denotes an exhaustive definition. (18) "Notice" is defined in Section 33-1-410. (19) "Partnership" means a general partnership subject to the Uniform Partnership Act, Chapter 41 of Title 33, a predecessor law, or a comparable law of another jurisdiction. (20) "Person" includes individual and entity. (21) "Principal office" means the in-state or out-of-state location of the principal executive offices of a domestic or foreign corporation as designated in the annual report. (22) "Proceeding" includes civil suit and criminal, administrative, and investigatory action, and formal or informal arbitration. (23) "Record date" means the date established by Chapter 6 or 7 on which a corporation determines the identity of its shareholders for purposes of Chapters 1 through 20 of this title. (24) "Secretary" means the corporate officer to whom the board of directors has delegated responsibility pursuant to Section 33-8-400(c) for custody of the minutes of the meetings of the board of directors and of the shareholders and for authenticating records of the corporation. (25) "Shares" mean the units into which the proprietary interests in a corporation are divided. (26) "Shareholder" means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent rights granted by a nominee certificate are on file with a corporation. Creditors of a corporation may have the rights of a shareholder as allowed in the corporation's articles of incorporation. (27) "State" includes a state, commonwealth, territory, and insular possession, and their agencies and governmental subdivisions, of the United States and the District of Columbia. (28) "Subscriber" means a person who subscribes for shares in a corporation before or after incorporation. (29) "United States" includes district, authority, bureau, commission, department, and other agency of the United States. (30) "Voting group" means all shares of one or more classes or series that may vote and be counted together collectively on a matter at a meeting of shareholders pursuant to the articles of incorporation or Chapters 1 through 20 of this title. Shares entitled to vote generally on the matter are for that purpose a single voting group. (31) "Public corporation" means a corporation that has a class of equity securities registered with a federal agency pursuant to the Securities Exchange Act of 1934 or a successor act to the Securities Exchange Act of 1934.

Legislative History

HISTORY: Derived from 1976 Code SECTION 33-1-20 [1962 Code SECTION 12-11.2; 1962 (52) 1996; 1981 Act No. 146, SECTION 2; 1985 Act No. 72, SECTION 7; Repealed, 1988 Act No. 444, SECTION 2]; 1988 Act No. 444, SECTION 2; 1998 Act No. 328, SECTION 9; 2000 Act No. 371, SECTION 1; 2004 Act No. 221, SECTION 9.