2006 New York Code - Definitions.

 
  § 102. Definitions.
    (a) As  used  in  this chapter, unless the context otherwise requires,
  the term:
    (1) "Authorized person" means a person, whether or not a  shareholder,
  officer or director, who is authorized to act on behalf of a corporation
  or foreign corporation.
    (2) "Bonds"  includes  secured  and  unsecured  bonds, debentures, and
  notes.
    (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) "Corporation" or "domestic corporation" means  a  corporation  for
  profit  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 for a purpose or purposes for which a corporation  may  be
  formed  under this chapter, other than a corporation which may be formed
  under the cooperative corporations law.
    (5) "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 for profit formed under
  laws other than the statutes of this state, which has as its purpose  or
  among its purposes a purpose for which a corporation may be formed under
  this  chapter,  other  than a corporation which, if it were to be formed
  currently under the laws of this state, could not be formed  under  this
  chapter.  "Authorized", when used with respect to a foreign corporation,
  means having authority under article 13  (Foreign  corporations)  to  do
  business in this state.
    (7-a) "Infant" means a 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) "Net assets" means the amount by which the total assets exceed the
  total liabilities. Stated capital and surplus are not liabilities.
    (10) "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  business
  activities are conducted by such corporation.
    (11) "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.
    (12) "Stated capital" means the sum of (A) the par value of all shares
  with  par  value  that  have  been  issued,  (B)  the  amount   of   the
  consideration  received  for all shares without par value that have been
  issued, except such part of the consideration therefor as may have  been
  allocated  to surplus in a manner permitted by law, and (C) such amounts
  not included in clauses (A) and (B) as have been transferred  to  stated
  capital, whether upon the distribution of shares or otherwise, minus all
  reductions from such sums as have been effected in a manner permitted by
  law.
    (13) "Surplus" means the excess of net assets over stated capital.
    (14) "Treasury  shares" means shares which have been issued, have been
  subsequently acquired, and are retained uncancelled by the  corporation.
  Treasury  shares  are issued shares, but not outstanding shares, and are
  not assets.