§ 40 - Procedure in derivative proceedings - Vermont Statutes

§ 1.40. Definitions

As used in this title:

(1) "Articles of incorporation" include amended and restated articles of incorporation, articles of merger, and special charters.

(2) "Authorized shares" mean the shares of all classes a domestic or foreign corporation has authority to issue.

(3) "Conspicuous" means so written that a reasonable person against whom the writing is to operate should notice it. For example, printing in italics or boldface or contrasting color, or typing in capitals or underlined, is conspicuous.

(4) "Corporation" or "domestic corporation" means a corporation for profit, which is not a foreign corporation, incorporated under or subject to the provisions of this title.

(5) "Deliver" or "delivery" means any method of delivery used in conventional commercial practice, including delivery by hand, mail, commercial delivery, and electronic transmission.

(6) "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.

(7) "Employee" includes an officer but not a director. A director may accept duties that make the director also an employee.

(8) "Entity" includes corporation and foreign corporation; not-for-profit corporation; profit and not-for-profit unincorporated association; business trust, estate, partnership, trust, and two or more persons having a joint or common economic interest; and state, United States, and foreign government.

(9) "Foreign corporation" means a corporation for profit incorporated under a law other than the law of this state.

(10) "Governmental subdivision" includes authority, county, district, and municipality.

(11) "Includes" denotes a partial definition.

(12) "Individual" includes the estate of an incompetent or deceased individual.

(13) "Means" denotes an exhaustive definition.

(14) "Person" includes individual and entity.

(15) "Principal office" means the office (in or out of this state) so designated in the annual report where the principal executive offices of a domestic or foreign corporation are located.

(16) "Proceeding" includes civil suit and criminal, administrative, and investigatory action.

(17) "Record date" means the date established under chapter 6 or 7 of this title on which a corporation determines the identity of shareholders and their shareholdings for purposes of this title. The determination 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.

(18) "Secretary" means the corporate officer to whom the board of directors has delegated responsibility under section 8.40(c) of this title for custody of the minutes of the meetings of the board of directors and of the shareholders and for authenticating records of the corporation.

(19) "Shares" mean the units into which the proprietary interests in a corporation are divided.

(20) "Shareholder" means the person in whose name shares are registered in the records of a corporation or upon presentation for registration are entitled to be registered in the records of a corporation.

(21) "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.

(22) "Subscriber" means a person who subscribes for shares in a corporation, whether before or after incorporation.

(23) "United States" includes district, authority, bureau, commission, department, and any other agency of the United States.

(24) "Voting group" means all shares of one or more classes or series that under the articles of incorporation or this title 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 title to vote generally on the matter are for that purpose a single voting group.

(25) "Electronic transmission" or "electronically transmitted" means a 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.

(26) "Meeting" means any structured communications conducted by participants in person or through the use of electronic or telecommunications medium permitting simultaneous or sequentially structured communications for the purpose of reaching a collective agreement.

(27) "Sign" or "signature" includes any manual, facsimile, conformed, or electronic signature. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994; amended 2007, No. 190 (Adj. Sess.), § 83, eff. June 6, 2008.)