§ 17-19-140 — General definitions

(a) As used in this act:
(i) "Approved by (or approval by) the members" means
approved or ratified by the affirmative vote of a majority of
the votes represented and voting at a duly held meeting at which
a quorum is present (which affirmative votes also constitute a
majority of the required quorum) or by a written ballot or
written consent in conformity with this act or by the
affirmative vote, written ballot or written consent of such
greater proportion, including the votes of all the members of
any class, unit or grouping as may be provided in the articles,
bylaws or this act for any specified member action;
(ii) "Articles of incorporation" or "articles"
include amended and restated articles of incorporation and
articles of merger;
(iii) "Board" or "board of directors" means the board
of directors except that no person or group of persons are the
board of directors because of powers delegated to that person or
group pursuant to W.S. 17-19-801, and includes any person or
group under whose authority corporate powers are exercised and
under whose direction the affairs of the corporation are
managed, regardless of the name of the person or group whether
it be trustees, regents, overseers or some other name;
(iv) "Bylaws" means the code or codes of rules (other
than the articles) adopted pursuant to this act for the
regulation or management of the affairs of the corporation
irrespective of the name or names by which such rules are
designated;
(v) "Certificate of existence" means a certificate
issued pursuant to W.S. 17-19-128;
(vi) "Class" refers to a group of memberships which
have the same rights with respect to voting, dissolution,
redemption and transfer. For the purpose of this section,
rights shall be considered the same if they are determined by a
formula applied uniformly;
(vii) "Corporation" means public benefit, mutual
benefit and religious corporation;
(viii) "Delegates" means those persons elected or
appointed to vote in a representative assembly for the election
of a director or directors or on other matters;
(ix) "Deliver" includes mail;
(x) "Directors" means individuals, designated in the
articles or bylaws or elected by the incorporators, and their
successors and individuals elected or appointed by any other
name or title to act as members of the board;
(xi) "Distribution" means the payment of a dividend
or any part of the income or profit of a corporation to its
members, directors or officers;
(xii) "Domestic corporation" means a corporation;
(xiii) "Effective date of notice" is defined in W.S.
17-19-141;
(xiv) "Employee" does not include an officer or
director who is not otherwise employed by the corporation;
(xv) "Entity" includes corporation and foreign
corporation, business corporation and foreign business
corporation, profit and nonprofit unincorporated association,
corporation sole, business trust, estate, partnership, trust,
and two (2) or more persons having a joint or common economic
interest, and state, United States and foreign government;
(xvi) "File," "filed," or "filing" means filed in the
office of the secretary of state;
(xvii) "Foreign corporation" means the corporation
organized under a law other than the law of this state which
would be a nonprofit corporation if formed under the laws of
this state;
(xviii) "Governmental subdivision" includes
authority, county, district, municipality and any other
political subdivision;
(xix) "Includes" denotes a partial definition;
(xx) "Individual" includes the estate of an
incompetent individual;
(xxi) "Means" denotes a complete definition;
(xxii) "Member" means (without regard to what a
person is called in the articles or bylaws) any person or
persons who on more than one (1) occasion, pursuant to a
provision of a corporation's articles or bylaws, have the right
to vote for the election of a director or directors, subject to
the following:
(A) A person is not a member by virtue of any of
the following:
(I) Any rights the person has as a
delegate;
(II) Any rights the person has to designate
a director or directors; or
(III) Any rights the person has as a
director.
(B) All members or all members of a class of
members shall have the same number of votes unless the articles
of incorporation specify otherwise.
(xxiii) "Membership" refers to the rights and
obligations a member or members have pursuant to a corporation's
articles, bylaws and this act;
(xxiv) "Mutual benefit corporation" means a domestic
corporation which is formed as a mutual benefit corporation
pursuant to article 2 of this act or is required to be a mutual
benefit corporation pursuant to W.S. 17-19-1804;
(xxv) "Notice" is defined in W.S. 17-19-141;
(xxvi) "Person" includes any individual or entity;
(xxvii) "Principal office" means the office (within
or outside this state) so designated in the annual report;
(xxviii) "Proceeding" includes civil suit and
criminal, administrative, and investigatory action;
(xxix) "Public benefit corporation" means a domestic
corporation which is formed as a public benefit corporation
pursuant to article 2 of this act or is required to be a public
benefit corporation pursuant to W.S. 17-19-1804;
(xxx) "Record date" means the date established under
article 6 or 7 of this act on which a corporation determines the
identity of its members for the purposes of this act;
(xxxi) "Religious corporation" means a domestic
corporation which is formed as a religious corporation pursuant
to article 2 of this act or is required to be a religious
corporation pursuant to W.S. 17-19-1804;
(xxxii) "Secretary" means the corporate officer to
whom the board of directors has delegated responsibility under
W.S. 17-19-840(b) for custody of the minutes of the directors'
and members' meetings and for authenticating the records of the
corporation;
(xxxiii) "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;
(xxxiv) "United States" includes district, authority,
bureau, commission, department and any other agency of the
United States;
(xxxv) "Vote" includes authorization by written
ballot and written consent;
(xxxvi) "Voting power" means the total number of
votes entitled to be cast for the election of directors at the
time the determination of voting power is made, excluding a vote
which is contingent upon the happening of a condition or event
that has not occurred at the time. Where a class is entitled to
vote as a class for directors, the determination of voting power
of the class shall be based on the percentage of the number of
directors the class is entitled to elect out of the total number
of authorized directors;
(xxxvii) "Registered agent" means as provided in W.S.
17-28-101 through 17-28-111;
(xxxviii) "This act" means W.S. 17-19-101 through