414D-14 Definitions. Unless the context otherwise requires in this chapter:

"Affiliate" means an entity that directly or indirectly controls, is controlled by, or is under common control with the public benefit corporation. Control includes the power to select the public benefit corporation's board of directors.

"Approved by the members" or "approval by the members" means an act approved or ratified by:

(1) The affirmative vote of a majority of the votes represented and cast at a duly held meeting at which a quorum is present; provided that the affirmative votes cast constitute a majority of the required quorum;

(2) A ballot or written consent in conformity with this chapter; or

(3) The affirmative vote, ballot, or written consent of the 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 chapter for any specified member action.

"Articles of incorporation" or "articles" includes amended and restated articles of incorporation, and articles of merger.

"Board" or "board of directors" means the board of directors of a corporation except that no person or group of persons are the board of directors because of powers delegated to that person or group pursuant to section 414D-131.

"Bylaws" means the code or codes of rules (other than the articles) adopted pursuant to this chapter for the regulation or management of the affairs of the corporation irrespective of the name or names by which the rules are designated.

"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 chapter, rights shall be considered the same if they are determined by a formula applied uniformly.

"Code" means the federal Internal Revenue Code of 1986, as amended.

"Corporation" means a nonprofit corporation unless otherwise specified.

"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.

"Deliver" includes mail.

"Department" means the department of commerce and consumer affairs, unless the context otherwise requires.

"Department director" means the director of the department of commerce and consumer affairs, unless the context otherwise requires.

"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. Any person who does not have authority to vote as a member of the board is not a director as that term is used in this chapter, regardless of title.

"Distribution" means the payment of a dividend or any part of the income or profit of a corporation to its members, directors, or officers.

"Domestic corporation" means a corporation organized under the laws of this State.

"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.

"Employee" does not include an officer or director who is not otherwise employed by the corporation.

"Entity" includes domestic and foreign corporations, domestic professional corporations, domestic and foreign limited liability companies, domestic and foreign nonprofit corporations, domestic and foreign business trusts, estates, domestic and foreign partnerships, domestic and foreign limited partnerships, domestic and foreign limited liability partnerships, trusts, two or more persons having a joint or common economic interest, associations and cooperative associations, and state, federal, and foreign governments.

"File", "filed", or "filing" means filed in the office of the department director.

"Foreign corporation" means a corporation organized under a law other than the law of this State.

"Governmental subdivision" includes authority, county, district, and municipality.

"Includes" denotes a partial definition.

"Individual" means a natural person.

"Means" denotes a complete definition.

"Member" means (without regard to what a person is called in the articles or bylaws) any person or persons having the rights and obligations of membership pursuant to a corporation's articles of incorporation or bylaws.

"Membership" refers to the rights and obligations a member or members have pursuant to a corporation's articles, bylaws, and this chapter.

"Merger" means the procedure authorized by this part in which one domestic or foreign entity combines with one or more domestic or foreign entities resulting in either one surviving entity or one new entity.

"Notice" is defined in section 414D-15.

"Person" includes any individual or entity.

"Principal office" means the office (in or out of the State) so designated in the annual report where the principal offices of a domestic or foreign corporation are located.

"Proceeding" includes civil suit and criminal, administrative, and investigatory action.

"Profit corporation" means a corporation organized for profit and registered under chapter 414.

"Public benefit corporation" means any corporation designated by statute as a public benefit corporation, or any corporation that is recognized as exempt under section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or that is organized for public or charitable purposes and upon dissolution must distribute its assets to a public benefit corporation, the United States, a state, or a person recognized as exempt under section 501(c)(3) of the Internal Revenue Code of 1986, as amended.

"Record date" means the date established under part VI or part VII on which a corporation determines the identity of its members for the purposes of this chapter.

"Secretary" means the corporate officer to whom the board of directors has delegated responsibility under section 414D-153(b) for preparing the minutes of the directors' and members' meetings and for authenticating the records of the corporation.

"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.

"United States" includes district, authority, bureau, commission, department, and any other agency of the United States.

"Vote" includes authorization by ballot and written consent.

"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. [L 2001, c 105, pt of 1; am L 2002, c 41, 12; am L 2003, c 124, 2; am L 2004, c 121, 15 and c 171, 4; am L 2006, c 184, 9; am L 2009, c 23, 3; am L 2010, c 43, 2; am L 2011, c 37, 3; am L 2012, c 58, 3; am L 2019, c 65, 2]



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