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271B.1-400 Definitions for chapter.
In this chapter:
(1) "Appropriate court" means the Circuit Court for the county within the
Commonwealth in which the corporation maintains its principal office or, if none,
the county in which the registered office is located;
(2) "Articles of incorporation" include amended and restated articles of incorporation
and articles of merger;
(3) "Authorized shares" means the shares of all classes a domestic or foreign
corporation is authorized to issue;
(4) "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 underlining, shall be considered
conspicuous;
(5) "Corporation" or "domestic corporation" means a corporation for profit, which is
not a foreign corporation, incorporated under or subject to the provisions of this
chapter, and includes a professional service corporation;
(6) "Deliver" or "delivery" means any method of delivery used in conventional
commercial practice, including delivery by hand, mail, commercial delivery, and
electronic transmission;
(7) "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;
(8) "Effective date of notice" is defined in KRS 271B.1-410;
(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 of information by the recipient;
(10) "Employee" includes an officer but not a director. A director may accept duties that
make him also an employee;
(11) "Entity" includes a domestic or foreign corporation; not-for-profit corporation;
profit and not-for-profit unincorporated association; 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;
(12) "Foreign corporation" means a corporation for profit incorporated under a law other
than the law of this state;
(13) "Governmental subdivision" includes authority, county, district, and municipality;
(14) "Includes" denotes a partial definition;
(15) "Individual" means a natural person and includes the estate of an incompetent or
deceased individual;
(16) "Means" denotes an exhaustive definition;
(17) "Name of record with the Secretary of State" means any real, fictitious, reserved,
registered, or assumed name of an entity;
(18) "Notice" is defined in KRS 271B.1-410;
(19) "Person" includes individual and entity;
(20) "Principal office" means the office in or out of this state, so designated in writing to
the Secretary of State where the principal executive offices of a domestic or foreign
corporation are located;
(21) "Proceeding" includes civil suit and criminal, administrative, and investigatory
action;
(22) "Real name" shall have the meaning set forth in KRS 365.015;
(23) "Record date" means the date established under Subtitle 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;
(24) "Secretary" means the corporate officer to whom the board of directors has
delegated responsibility under KRS 271B.8-400(3) for custody of the minutes of the
meetings of the board of directors and of the shareholders and for authenticating
records of the corporation;
(25) "Share" means the unit into which the proprietary interests in a corporation are
divided;
(26) "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;
(27) "Sign" or "signature" includes any manual, facsimile, or conformed or electronic
signature;
(28) "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;
(29) "Subscriber" means a person who subscribes for shares in a corporation, whether
before or after incorporation;
(30) "United States" includes district, authority, bureau, commission, department, and
any other agency of the United States; and
(31) "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.
Effective: June 24, 2015
History: Amended 2015 Ky. Acts ch. 34, sec. 6, effective June 24, 2015. -- Repealed
and reenacted 2010 Ky. Acts ch. 51, sec. 51, effective July 15, 2010. -- Amended
2007 Ky. Acts ch. 137, sec. 51, effective June 26, 2007. -- Amended 2002 Ky. Acts
ch. 102, sec. 6, effective July 15, 2002. -- Amended 1998 Ky. Acts ch. 341, sec. 4,
effective July 15, 1998. -- Created 1988 Ky. Acts ch. 23, sec. 12, effective January 1,
1989.
Legislative Research Commission Note (7/15/2010). 2010 Ky. Acts ch. 51, sec. 183,
provides, "The specific textual provisions of Sections 1 to 178 of this Act which
reflect amendments made to those sections by 2007 Ky. Acts ch. 137 shall be deemed
effective as of June 26, 2007, and those provisions are hereby made expressly
retroactive to that date, with the remainder of the text of those sections being
unaffected by the provisions of this section."
Legislative Research Commission Note (6/26/2007). 2007 Ky. Acts ch. 137, sec. 51,
subsection (21) cited "Section 164 of this Act." It is apparent from context that the
section referred to should have been Section 163 of the Act, KRS 365.015. The
Reviser of Statutes has made this change under the authority of KRS 7.136.
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