KRS 271B.1-400: Definitions for chapter.

As used 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 and a public benefit

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) "Public benefit" means a positive effect or reduction of negative effects on one

(1) or more categories of persons, entities, communities, or interests other than

stockholders in their capacities as stockholders;

(23) "Public benefit corporation" means a for-profit corporation that is intended to

produce a public benefit and to operate in a responsible manner, balancing the

stockholders' pecuniary interests, the best interests of those materially affected

by the corporation's conduct, and the public benefit identified in its articles of

incorporation;

(24) "Public benefit provisions" means the provisions of articles of incorporation

authorized by KRS 271B.2-020(4);

(25) "Real name" shall have the meaning set forth in KRS 365.015;

(26) "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;

(27) "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;

(28) "Share" means the unit into which the proprietary interests in a corporation are

divided;

(29) "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;

(30) "Sign" or "signature" includes any manual, facsimile, or conformed or electronic

signature;

(31) "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;

(32) "Subscriber" means a person who subscribes for shares in a corporation,

whether before or after incorporation;

(33) "United States" includes district, authority, bureau, commission, department,

and any other agency of the United States; and

(34) "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.