§ 17-16-140 — Definitions

Wyoming § 17-16-140

• Jurisdiction: Wyoming
• Title 17: Corporations, Partnerships and Associations
• Ch. 16: WYOMING BUSINESS CORPORATION ACT
• Art. 1: GENERAL PROVISIONS

Text

(a) In this act:
(i) "Articles of incorporation" means the original
articles of incorporation, all amendments thereof and any other
documents permitted or required to be filed by a domestic
business corporation with the secretary of state under any
provision of this act. If an amendment of the articles or any
other document filed under this act restates the articles in
their entirety thenceforth the articles shall not include any
prior documents;
(ii) "Authorized shares" means the shares of all
classes a domestic or foreign corporation is authorized to
issue;
(iii) "Conspicuous" means so written that a
reasonable person against whom the writing is to operate should
have noticed it. For example, printing in italics or boldface
or contrasting color, or typing in capitals or underlined, is
conspicuous;
(iv) "Corporation" or "domestic corporation" means a
corporation for profit, which is not a foreign corporation,
incorporated under or subject to the provisions of this act;
(v) "Deliver" or "delivery" means any method of
delivery used in conventional commercial practice, including
delivery by hand, mail, commercial delivery and electronic
transmission;
(vi) "Distribution" means a direct or indirect
transfer of money or other property, except the corporation's
own shares, or incurrence of indebtedness by a corporation to or
for the benefit of its shareholders in respect of any of 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
otherwise;
(vii) "Domestic unincorporated entity" means an
unincorporated entity whose internal affairs are governed by the
laws of this state;
(viii) "Effective date of notice" is defined in W.S.
17-16-141;
(ix) "Electronic transmission" or "transmitted
electronically" means any process of communication that does not
directly involve the physical transfer of paper, including a
process of communication that uses one (1) or more distributed
or other electronic networks or databases, and that is suitable
for the retention, retrieval and reproduction of information by
the recipient;
(x) "Eligible entity" means a domestic or foreign
unincorporated entity or a domestic or foreign nonprofit
corporation;
(xi) "Eligible interests" means interests;
(xii) "Employee" includes an officer but not a
director. A director may accept duties that make him also an
employee;
(xiii) "Entity" includes domestic corporation and
foreign corporation, domestic nonprofit corporation and foreign
nonprofit corporation, domestic and foreign profit and not-for-
profit unincorporated association, business trust, statutory
trust, estate, partnership, trust, or two (2) or more persons
having a joint or common economic interest, and state, United
States or foreign government;
(xiv) "Expenses" means reasonable expenses of any
kind that are incurred in connection with a matter, including
but not limited to attorney and expert witness fees;
(xv) "Foreign corporation" means a corporation for
profit incorporated under a law other than the law of this
state;
(xvi) "Governmental subdivision" includes authority,
county, district, municipality, and any other political
subdivision;
(xvii) "Includes" denotes a partial definition;
(xviii) "Individual" means a natural person and
includes the estate of an incompetent or deceased individual;
(xix) "Interest" means either or both of the
following rights under the organic law of an unincorporated
entity:
(A) The right to receive distributions from the
entity either in the ordinary course or upon liquidation; or
(B) The right to receive notice or vote on
issues involving its internal affairs, other than as an agent,
assignee, proxy or person responsible for managing its business
and affairs.
(xx) "Interest holder" means a person who holds of
record an interest;
(xxi) "Means" denotes an exhaustive definition;
(xxii) "Net assets" means the amount by which the
total assets of a corporation exceed the total debts of the
corporation;
(xxiii) "Notice" is defined in W.S. 17-16-141;
(xxiv) "Organic document" means a public organic
document or a private organic document;
(xxv) "Organic law" means the statute governing the
internal affairs of a domestic or foreign business or nonprofit
corporation or unincorporated entity;
(xxvi) "Owner liability" means personal liability for
a debt, obligation or liability of a domestic or foreign
business or nonprofit corporation or unincorporated entity that
is imposed on a person:
(A) Solely by reason of the person's status as a
shareholder or interest holder; or
(B) By the articles of incorporation, bylaws or
an organic document under a provision of the organic law of an
entity authorizing the articles of incorporation, bylaws or an
organic document to make one (1) or more specified shareholders
or interest holders liable in their capacity as shareholders or
interest holders for all or specified debts, obligations or
liabilities of the entity.
(xxvii) "Person" includes an individual, partnership,
joint venture, corporation, joint stock company, limited
liability company or any other association or entity, public or
private;
(xxviii) "Principal office" means the office within
or outside of this state, so designated in the annual report;
(xxix) "Private organic document" means any document
other than the public organic document, if any, that determines
the internal governance of an unincorporated entity. Where a
private organic document has been amended or restated, the term
means the private organic document as last amended or restated;
(xxx) "Proceeding" includes civil suit and criminal,
administrative, and investigatory action;
(xxxi) "Public corporation" means a corporation that
has shares listed on a national securities exchange or regularly
traded in a market maintained by one (1) or more members of a
national securities association;
(xxxii) "Public organic document" means the document,
if any, that is filed of public record to create an
unincorporated entity. Where a public organic document has been
amended or restated, the term means the public organic document
as last amended or restated;
(xxxiii) "Qualified director" is defined in W.S.
17-16-143;
(xxxiv) "Record date" means the date established
under article 6 or 7 on which a corporation determines the
identity of its shareholders and their shareholdings for
purposes of this act. The determinations shall be made as of
the close of business on the record date unless another time for
doing so is specified when the record date is fixed;
(xxxv) "Registered agent" means as provided in W.S.
17-28-101 through 17-28-111;
(xxxvi) "Secretary" means the corporate officer to
whom the board of directors has delegated responsibility under
W.S. 17-16-840(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;
(xxxvii) "Shareholder" means the person in whose name
shares are registered in the records of a corporation, the
beneficial owner of shares to the extent of the rights granted
by a nominee certificate on file with a corporation or the owner
of a private key that is uniquely associated with a data address
that facilitates or records the sending and receiving of shares;
(xxxviii) "Shares" means the units into which the
proprietary interests in a corporation are divided;
(xxxix) "Sign" or "signature" includes any manual,
facsimile, conformed or electronic signature or a network
signature;
(xl) "State," when referring to a part of the United
States, includes a state and commonwealth, and their agencies
and governmental subdivisions, and a territory and insular
possession, and their agencies and governmental subdivisions, of
the United States;
(xli) "Subscriber" means a person who subscribes for
shares in a corporation, whether before or after incorporation;
(xlii) "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 state, the United States or a foreign government. The
term includes, but is not limited to, a general partnership,
limited liability company, limited partnership, limited
liability limited partnership, registered limited liability
partnership, business trust, statutory trust, cooperative, joint
stock association, joint venture and unincorporated nonprofit
association;
(xliii) "United States" includes district, authority,
bureau, commission, department, and any other agency of the
United States;
(xliv) "Voting group" means all shares of one (1) or
more classes or series that under the articles of incorporation
or this act are entitled to vote and be counted together
collectively on a matter at a meeting of shareholders. All
shares entitled by the articles of incorporation or this act to
vote generally on the matter are for that purpose a single
voting group;
(xlv) "Voting power" means the current power to vote
in the election of directors;
(xlvi) "Identity" means the name of a shareholder or
the data address for which the shareholder has knowledge or
possession of the private key uniquely associated with the data
address;
(xlvii) "Data address" means the string of
alphanumeric characters on one (1) or more distributed or other
electronic networks or databases that may only be accessed by
knowledge or possession of a private key in order to facilitate
or record transactions on the distributed or other electronic
network or database;
(xlviii) "Network signature" means a string of
alphanumeric characters that, when broadcast by a person to the
data address's corresponding distributed or other electronic
network or database, provides reasonable assurances to a
recipient that the broadcasting person has knowledge or
possession of the private key uniquely associated with the data
address;
(xlix) "Record of shareholders" means one (1) or more
records administered by or on behalf of a corporation that
records the identity of all the corporation's shareholders and
the number and class of shares held by each shareholder in
accordance with W.S. 17-16-1601. "Record of shareholders"
includes a record of all issuances and transfers of shares of a
corporation at the discretion of the corporation;
(l) "This act" means W.S. 17-16-101 through