§ 7-1.2-106 - Definitions.

SECTION 7-1.2-106

   § 7-1.2-106  Definitions. – As used in this chapter:

   (1) "Articles of incorporation" means the original orrestated articles of incorporation and all of their amendments includingagreements of merger.

   (2) "Authorized shares" means the shares of all classes whichthe corporation is authorized to issue.

   (3) "Corporation" or "domestic corporation" means acorporation for profit subject to the provisions of this chapter, except aforeign corporation.

   (4) "Delivering/Delivered" means either physicallytransferring a paper document to the secretary of state or transferring adocument to the secretary of state by electronic transmission through a mediumprovided and authorized by the secretary of state.

   (5) "Electronic transmission" means any form ofcommunication, not directly involving the physical transmission of paper, thatcreates a record that may be retained, retrieved, and reviewed by a recipientthereof, and that may be directly reproduced in paper form by such a recipientthrough an automated process.

   (6) "Employee" includes officers but not directors. Adirector may accept duties which also make him or her an employee.

   (7) "Filing" means delivered to the secretary of state ineither paper format or electronic transmission through a medium provided andauthorized by the secretary of state.

   (8) "Foreign corporation" means a corporation for profitorganized under laws other than the laws of this state for a purpose orpurposes for which a corporation may be organized under this chapter.

   (9) "Individual" means a natural person.

   (10) "Insolvent" means the inability of a corporation to payits debts as they become due in the usual course of its business.

   (11) "Person" means an individual or an entity. An entityincludes domestic and foreign business corporation, domestic and foreignnonprofit corporation; estate; trust; domestic and foreign unincorporatedentity; and a state, the United States and a foreign government.

   (12) "Shares" means the units into which the proprietaryinterests in a corporation are divided.

   (13) "Subscriber" means one who subscribes for shares in acorporation, whether before or after incorporation.

   (14) "Shareholder" means one who is a holder of record ofshares in a corporation.

   (15) "State" means the state of Rhode Island and ProvidencePlantations.

   (16) "Signature" or "Signed" or "Executed" means an originalsignature, facsimile, or an electronically transmitted signature submittedthrough a medium provided and authorized by the secretary of state.

   (17) The singular shall be construed to include the plural,the plural the singular, and the masculine the feminine, when consistent withthe intent of this chapter.