US Laws, Codes, Statutes & Cases

 
  § 102. Definitions.
    (a)  As  used  in this chapter, unless the context otherwise requires,
  the term:
    (1) "Bonds" includes secured  and  unsecured  bonds,  debentures,  and
  notes.
    (2)  "By-laws"  means  the  code  or  codes  of  rules adopted for the
  regulation or management of the affairs of the corporation  irrespective
  of the name or names by which such rules are designated.
    (3)   "Certificate   of   incorporation"  includes  (A)  the  original
  certificate of incorporation or any other  instrument  filed  or  issued
  under any statute to form a domestic or foreign corporation, as amended,
  supplemented  or  restated  by  certificates  of  amendment,  merger  or
  consolidation or other certificates or instruments filed or issued under
  any statute; or (B) a special act or  charter  creating  a  domestic  or
  foreign corporation, as amended, supplemented or restated.
    (4)  "Conducting  of activities" of a corporation means the operations
  for the conduct of which such corporation is formed and  may  constitute
  "doing of business" or "transaction of business" as those terms are used
  in the statutes of this state.
    (5)  "Corporation"  or  "domestic corporation" means a corporation (1)
  formed under this  chapter,  or  existing  on  its  effective  date  and
  theretofore formed under any other general statute or by any special act
  of  this state, exclusively for a purpose or purposes, not for pecuniary
  profit or financial gain, for which a corporation may  be  formed  under
  this  chapter,  and (2) no part of the assets, income or profit of which
  is distributable to, or enures to the benefit of, its members, directors
  or officers except to the extent permitted under this statute.
    (6)  "Director"  means  any  member  of  the  governing  board  of   a
  corporation, whether designated as director, trustee, manager, governor,
  or by any other title. The term "board" means "board of directors".
    (7)  "Foreign corporation" means a corporation formed under laws other
  than the statutes of this state, which, if formed under the statutes  of
  this   state,   would  be  within  the  term  "corporation  or  domestic
  corporation" as herein defined. "Authorized", when used with respect  to
  a  foreign corporation, means having authority under Article 13 (Foreign
  Corporations) to conduct activities of the corporation in this state.
    (7-a) "Infant" or "minor" means any person who has  not  attained  the
  age of eighteen years.
    (8)  "Insolvent" means being unable to pay debts as they become due in
  the usual course of the debtor's business.
    (9) "Member" means one having membership rights in  a  corporation  in
  accordance  with  the  provisions of its certificate of incorporation or
  by-laws.
    (10) "Not-for-profit corporation" means a corporation  as  defined  in
  subparagraph (5).
    (11)  "Office of a corporation" means the office the location of which
  is stated in the certificate of incorporation of a domestic corporation,
  or in the application for authority  of  a  foreign  corporation  or  an
  amendment  thereof. Such office need not be a place where activities are
  conducted by such corporation.
    (12) "Process" means judicial process and all orders, demands, notices
  or other papers required or permitted by law to be personally served  on
  a  domestic  or  foreign  corporation,  for  the  purpose  of  acquiring
  jurisdiction of such corporation in any action or proceeding,  civil  or
  criminal, whether judicial, administrative, arbitrative or otherwise, in
  this state or in the federal courts sitting in or for this state.
    (13)  "Endowment  fund"  means  an  institutional  fund,  or  any part
  thereof, not wholly expendable by the corporation  on  a  current  basis
  under the specific terms of all applicable gift instruments.
    (14)   "Gift  instrument"  means  a  will,  deed,  grant,  conveyance,
  agreement, memorandum, court order, writing or other governing  document
  (including  the  terms  of any institutional solicitations from which an
  institutional fund resulted) under which property is transferred  to  or
  acquired by a corporation as an institutional fund.
    (15)  "Governing  board" means the body responsible for the management
  of a corporation or of an institutional fund.
    (16) "Historic dollar value" means the aggregate fair value in dollars
  of (i) an endowment fund at the time it became an endowment  fund,  (ii)
  each  subsequent  donation to the fund at the time it is made, and (iii)
  each accumulation made pursuant to a direction in  the  applicable  gift
  instrument  at  the  time  the  accumulation  is  added to the fund. The
  determination of historic  dollar  value  made  in  good  faith  by  the
  corporation is conclusive.
    (17)  "Institutional fund" means a fund for the exclusive use, benefit
  or purposes of a corporation, held either by the corporation  itself  or
  on  behalf of the corporation by a person or entity whose sole authority
  with respect to the fund has been delegated by the corporation  pursuant
  to  section  514  (Delegation  of  investment  management), but does not
  include (i) a fund held for a corporation by a trustee  that  is  not  a
  not-for-profit  corporation  (other  than a trustee whose sole authority
  with respect to the fund has been delegated by the corporation  pursuant
  to  section  514),  or  (ii) a fund in which a beneficiary that is not a
  not-for-profit corporation has an interest (other than  possible  rights
  that could arise upon violation or failure of the purposes of the fund).
    (18)  "Authorized  person"  means  a  person, whether or not a member,
  officer,  or  director,  who  is  authorized  to  act  on  behalf  of  a
  corporation or foreign corporation.
    (19) "Person" means any association, corporation, joint stock company,
  estate,  general partnership (including any registered limited liability
  partnership  or  foreign   limited   liability   partnership),   limited
  association, limited liability company (including a professional service
  limited liability company), foreign limited liability company (including
  a   foreign  professional  service  limited  liability  company),  joint
  venture, limited partnership, natural  person,  real  estate  investment
  trust,  business  trust  or other trust, custodian, nominee or any other
  individual or entity in its own or any representative capacity.