N.Y. Banking Law § 2-a: Limited liability investment company; definitions

§ 2-a. Limited liability investment company; definitions. When the

provisions of this chapter are applied to the formation and operation of

a limited liability investment company references to:

1. "Board of directors" shall include the managers charged with the

management of a limited liability investment company as set forth in its

articles of organization.

2. "By-laws" shall include the operating agreement of a limited

liability investment company.

3. "Capital stock" shall include the cash and property the members of

a limited liability investment company have contributed to the company,

but shall not include promissory notes, or other obligations to

contribute cash or property or to perform future services.

4. "Corporation" shall include an unincorporated investment company

formed as a limited liability investment company pursuant to the

provisions of article twelve of this chapter.

5. "Director" shall include one of the managers charged with the

management of a limited liability investment company as set forth in its

articles of organization.

6. "Dividend" shall include the distribution of a limited liability

investment company's cash or other assets to its members.

7. "Incorporator" shall include the person or persons who is or are

the organizer or organizers of a limited liability investment company.

8. "Organization certificate" shall include the articles of

organization of a limited liability investment company.

9. "Share" shall include the equity interest of a member of a limited

liability investment company as set forth in the company's articles of

organization or, in the absence of such a provision, the equity interest

represented by a member's right to a proportionate share of the profits

of the company.

10. "Stock" shall include the equity interest represented by the

percentage of the total votes a member may cast as set forth in the

articles of organization of a limited liability investment company or,

in the absence of such a provision, the equity interest represented by a

member's right to a proportionate share of the profits of the company.

11. "Stockholder" shall include a member of a limited liability

investment company who has an equity interest represented by his or her

right to a proportionate share of the profits or capital of the company.

12. "Voting stock" shall include the definition of stock as set forth

in this section.