KRS 286.3-010: Definitions for subtitle.

As used in this subtitle, unless the context requires otherwise:

(1) "Articles of incorporation" means the organizing records of a corporation filed and

recorded with the Secretary of State in accordance with KRS Chapter 271B or 275;

(2) "Bank" or "state bank" means any bank or combined bank and trust company which

is now or may hereafter be organized under the laws of this state;

(3) "Board of directors" means the governing body of a corporation elected or

otherwise chosen by the shareholders, including th e managers of a limited liability

company;

(4) "Capital stock" means, at any particular time, the sum of:

(a) The par value of all shares of a corporation having a par value that have been

issued;

(b) The amount of the consideration received by a corporation for all shares of the

corporation that have been issued without par value except any part of the

consideration that has been allocated to surplus in a manner permitted by law;

and

(c) Amounts not included in paragraph (a) or (b) of this subsection that have been

transferred to stated capital of a corporation, whether through the issuance of

stock dividends, resolution of the board of directors under applicable

corporate law, or otherwise by law;

(5) "Charter" means the record or records issued to a state bank, trust company, out-of-

state bank, out -of-state trust company, or national bank by a chartering authority

that authorizes the bank or trust company to transact a banking, trust, or combined

banking and trust business;

(6) "Corporation" means either a for -profit corporation or a for -profit limited liability

company;

(7) "Director" means a member of the board of directors;

(8) "Dividends" means a distribution of money, stock, or other property to shareholders

of a corporation;

(9) "Home state" means:

(a) With respect to a state bank, trust company, out -of-state bank, or out -of-state

trust company, the state in which the bank or trust company is organized; and

(b) With respect to a national bank, the state in which the main off ice of the bank

is located;

(10) "Home state regulator" means, with respect to an out -of-state bank or out -of-state

trust company, the bank or trust supervisory agency of the state in which the bank

or trust company is organized;

(11) "Host state" means a state, other than its home state, in which:

(a) A bank or trust company maintains, or seeks to establish and maintain, a

branch or office; or

(b) A trust company conducts, or seeks to conduct, trust business;

(12) "National bank" or "national banking assoc iation" means a bank created by

Congress and organized pursuant to the provisions of federal law, including savings

and loan associations;

(13) "Out-of-state bank" means a bank organized under the laws of any state other than

Kentucky;

(14) "Out-of-state trust company" means a corporation that is organized under the laws

of a state other than Kentucky to engage in a trust business;

(15) "Shares" means the shares of stock or the unit of equity into which the proprietary

interests of a corporation are divided;

(16) "Stock" means a corporation's shares;

(17) "Stockholder" or "shareholder" means an owner of a corporation's shares;

(18) "Surplus" means, at any particular time, the sum of:

(a) The amount of consideration received by a corporation for all shares is sued

without par value that has not been allocated to capital stock;

(b) The amount of consideration received by a corporation in excess of par value

for all shares with a par value; and

(c) Amounts authorized by a corporation that have been transferred fr om

undivided profits to surplus;

(19) "Trust company" means any trust company which is now or may hereafter be

organized under the laws of this state;

(20) "Trust representative office" means an office at which a trust company or an out -of-

state trust comp any has been authorized by the commissioner to engage in a trust

business other than acting as a fiduciary; and

(21) "Undivided profits" means the composite of a corporation's net retained earnings

from current and prior years' operations.