§415-2 Definitions. As used in this chapter, unless the context otherwise requires, the terms:

"Articles of incorporation" means the original or restated articles of incorporation or articles of consolidation and all amendments thereto including articles of merger.

"Authorized shares" means the shares of all classes which the corporation is authorized to issue.

"Corporation" or "domestic corporation" means a corporation for profit subject to the provisions of this chapter, except a foreign corporation.

"Director" means the director of the department of commerce and consumer affairs.

"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 any of its shareholders in respect of any of its shares, whether by dividend or by purchase, redemption or other acquisition of its shares, or otherwise.

"Employee" includes officers but not directors. A director may accept duties which make the director also an employee.

"Foreign corporation" means a corporation for profit organized under laws other than the laws of this State for a purpose or purposes for which a corporation may be organized under this chapter.

"Other entity" [Definition effective July 1, 2000.] includes a domestic or foreign non-profit corporation, limited liability company, general partnership, limited partnership, limited liability partnership, or a domestic professional corporation.

"Person" means an individual, a partnership, a corporation, a joint-stock company, an unincorporated organization, or trust. "Principal office" means the office, within or without this State, where the principal executive office of a domestic or foreign corporation is located.

"Shareholder" means one who is a holder of record of shares in a corporation. If the articles of incorporation or the bylaws so provide, the board of directors may adopt by resolution a procedure whereby a shareholder of the corporation may certify in writing to the corporation that all or a portion of the shares registered in the name of the shareholder are held for the account of a specified person or persons. The resolution shall set forth (1) the classification of shareholder who may certify, (2) the purpose or purposes for which the certification may be made, (3) the form of certification and information to be contained therein, (4) if the certification is with respect to a record date or closing of the stock transfer books within which the certification must be received by the corporation, and (5) such other provisions with respect to the procedures as are deemed necessary or desirable. Upon receipt by the corporation of a certification complying with the procedure, the persons specified in the certification shall be deemed, for the purpose or purposes set forth in the certification, to be the holders of record of the number of shares specified in place of the shareholder making the certification.

"Shares" means the units into which the proprietary interests in a corporation are divided.

"Subscriber" means one who subscribes for shares in a corporation, whether before or after incorporation. [L 1983, c 167, pt of §1; am L 1985, c 270, §4; gen ch 1985; ree L 1986, c 339, §65; am L 1987, c 135, §1; am L 1999, c 280, §7]