2005 Idaho Code - 30-1-140 — CHAPTER DEFINITIONS

                                  TITLE  30
                                 CORPORATIONS
                                  CHAPTER 1
                        GENERAL BUSINESS CORPORATIONS
                                   PART 1.
                              GENERAL PROVISIONS
    30-1-140.  CHAPTER DEFINITIONS. In this chapter:
    (1)  "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 chapter except section 30-1-1622, Idaho
Code. If an amendment of the articles or any document filed under this chapter
restates the articles in their entirety, thenceforth the "articles" shall not
include any prior documents.
    (2)  "Authorized shares" means the shares of all classes a domestic or
foreign corporation is authorized to issue.
    (3)  "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.
    (4)  "Corporation," "domestic corporation" or "domestic business
corporation" means a corporation for profit, which is not a foreign
corporation, incorporated under or subject to the provisions of this chapter.
    (5)  "Deliver" or "delivery" means any method of delivery used in
conventional commercial practice, including delivery by hand, mail, commercial
delivery and electronic transmission.
    (6)  "Distribution" means a direct or indirect transfer of money or other
property, except its 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.
    (7)  "Domestic unincorporated entity" means an unincorporated entity whose
internal affairs are governed by the laws of this state.
    (8)  "Effective date of notice" is defined in section 30-1-141, Idaho
Code.
    (9)  "Electronic transmission" or "electronically transmitted" means any
process of communication not directly involving the physical transfer of paper
that is suitable for the retention, retrieval and reproduction in written form
of information by the recipient.
    (10) "Eligible entity" means a domestic or foreign unincorporated entity
or a domestic or foreign nonprofit corporation.
    (11) "Eligible interests" means interests or memberships.
    (12) "Employee" includes an officer but not a director. A director may
accept duties that make him also an employee.
    (13) "Entity" includes domestic and foreign business corporation; domestic
and foreign nonprofit corporation; estate; trust; domestic and foreign
unincorporated entity; and state, United States and foreign government.
    (14) The phrase "facts objectively ascertainable outside the plan or filed
document" is as set forth in section 30-1-120(11), Idaho Code.
    (15) "Filing entity" means an unincorporated entity that is of a type that
is created by filing a public organic document.
    (16) "Foreign corporation" means a corporation incorporated under a law
other than the law of this state which would be a business corporation if
incorporated under the laws of this state.
    (17) "Foreign nonprofit corporation" means a corporation incorporated
under a law other than the law of this state, which would be a nonprofit
corporation if incorporated under the laws of this state.
    (18) "Foreign unincorporated entity" means an unincorporated entity whose
internal affairs are governed by an organic law of a jurisdiction other than
this state.
    (19) "Governmental subdivision" includes authority, county, district and
municipality.
    (20) "Includes" denotes a partial definition.
    (21) "Individual" means a natural person.
    (22) "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.
    (23) "Interest holder" means a person who holds of record an interest.
    (24) "Means" denotes an exhaustive definition.
    (25) "Membership" means the right of a member in a domestic or foreign
nonprofit corporation.
    (26) "Nonfiling entity" means an unincorporated entity that is of a type
that is not created by filing a public organic document.
    (27) "Nonprofit corporation" or "domestic nonprofit corporation" means a
corporation incorporated under the laws of this state and subject to the
provisions of the Idaho nonprofit corporation act.
    (28) "Notice" is defined in section 30-1-141, Idaho Code.
    (29) "Organic document" means a public organic document or a private
organic document.
    (30) "Organic law" means the statute governing the internal affairs of a
domestic or foreign business or nonprofit corporation or unincorporated
entity.
    (31) "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, member 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, members or interest holders liable in their
    capacity as shareholders, members or interest holders for all or specified
    debts, obligations or liabilities of the entity.
    (32) "Person" includes individual and entity.
    (33) "Principal office" means the office, in or out of this state, so
designated in the annual report where the principal executive offices of a
domestic or foreign corporation are located.
    (34) "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.
    (35) "Proceeding" includes civil suit and criminal, administrative and
investigatory action.
    (36) "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.
    (37) "Record date" means the date established under part 6 or 7 of this
chapter, on which a corporation determines the identity of its shareholders
and their shareholdings for purposes of this chapter. 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.
    (38) "Secretary" means the corporate officer to whom the board of
directors has delegated responsibility under section 30-1-840(3), Idaho Code,
for custody of the minutes of the meetings of the board of directors and of
the shareholders and for authenticating records of the corporation.
    (39) "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
of the rights granted by a nominee certificate on file with a corporation.
    (40) "Shares" means the units into which the proprietary interests in a
corporation are divided.
    (41) "Sign" or "signature" includes any manual, facsimile, conformed or
electronic signature.
    (42) "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.
    (43) "Subscriber" means a person who subscribes for shares in a
corporation, whether before or after incorporation.
    (44) "Treasury shares" means shares of a corporation which have been
issued, have been subsequently acquired by and belong to the corporation, and
have not, either by reason of the acquisition or thereafter, been cancelled or
restored to the status of authorized but unissued shares. Treasury shares
shall be deemed to be "issued" shares, but not "outstanding" shares.
    (45) "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, without limitation, a general partnership, limited liability
company, limited partnership, business trust, joint stock association and
incorporated nonprofit association.
    (46) "United States" includes district, authority, bureau, commission,
department and any other agency of the United States.
    (47) "Voting group" means all shares of one (1) or more classes or series
that under the articles of incorporation or this chapter 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 chapter to vote
generally on the matter are for that purpose a single voting group.
    (48) "Voting power" means the current power to vote in the election of
directors.