SEC. 79-4-1.40. Act definitions.
In Section 79-4-1.01 et seq.:
(1) "Articles of incorporation" include amended and restated articles of incorporation and articles of merger.
(2) "Authorized shares" means the shares of all classes a domestic or foreign corporation is authorized to issue.
(3) "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 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 Section 79-4-1.01 et seq.
(5) "Deliver" includes mail.
(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) "Effective date of notice" is defined in Section 79-4-1.41.
(8) "Employee" includes an officer but not a director. A director may accept duties that make him also an employee.
(9) "Entity" includes corporation and 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.
(10) "Foreign corporation" means a corporation for profit incorporated under a law other than the law of this state.
(11) "Governmental subdivision" includes authority, county, district and municipality.
(12) "Includes" denotes a partial definition.
(13) "Individual" includes the estate of an incompetent or deceased individual.
(14) "Means" denotes an exhaustive definition.
(15) "Notice" is defined in Section 79-4-1.41.
(16) "Person" includes individual and entity.
(17) "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.
(18) "Proceeding" includes civil suit and criminal, administrative and investigatory action.
(19) "Record date" means the date established under Article 6 or 7 on which a corporation determines the identity of its shareholders and their shareholdings for purposes of Section 79-4-1.01 et seq. 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.
(20) "Secretary" means the corporate officer to whom the board of directors has delegated responsibility under Section 79-4-8.40 (c) for custody of the minutes of the meetings of the board of directors and of the shareholders and for authenticating records of the corporation.
(21) "Shares" mean the unit into which the proprietary interests in a corporation are divided.
(22) "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.
(23) "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.
(24) "Subscriber" means a person who subscribes for shares in a corporation, whether before or after incorporation.
(25) "United States" includes district, authority, bureau, commission, department and any other agency of the United States.
(26) "Voting group" means all shares of one or more classes or series that under the articles of incorporation or Section 79-4-1.01 et seq. 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 Section 79-4-1.01 et seq. to vote generally on the matter are for that purpose a single voting group.
SOURCES: Laws, 1987, ch. 486, Sec. 1.40; 1988, ch. 369, Sec. 1, eff from and after passage (approved April 18, 1988).
1997 Amendment:
SECTION 6. Section 79-4-1.40, Mississippi Code of 1972, is amended as follows:
79-4-1.40. In Section 79-4-1.01 et seq.:
(1) "Articles of incorporation" include amended and restated articles of incorporation and articles of merger.
(2) "Authorized shares" means the shares of all classes a domestic or foreign corporation is authorized to issue.
(3) "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 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 Section 79-4-1.01 et seq.
(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) "Effective date of notice" is defined in Section 79-4-1.41.
(8) "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.
(9) "Employee" includes an officer but not a director. A director may accept duties that make him also an employee.
(10) "Entity" includes corporation and 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.
(11) "Foreign corporation" means a corporation for profit incorporated under a law other than the law of this state.
(12) "Governmental subdivision" includes authority, county, district and municipality.
(13) "Includes" denotes a partial definition.
(14) "Individual" includes the estate of an incompetent or deceased individual.
(15) "Means" denotes an exhaustive definition.
(16) "Notice" is defined in Section 79-4-1.41.
(17) "Person" includes individual and entity.
(18) "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.
(19) "Proceeding" includes civil suit and criminal, administrative and investigatory action.
(20) "Record date" means the date established under Article 6 or 7 on which a corporation determines the identity of its shareholders and their shareholdings for purposes of Section 79-4-1.01 et seq. 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.
(21) "Secretary" means the corporate officer to whom the board of directors has delegated responsibility under Section 79-4-8.40(c) for custody of the minutes of the meetings of the board of directors and of the shareholders and for authenticating records of the corporation.
(22) "Shares" mean the unit into which the proprietary interests in a corporation are divided.
(23) "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.
(24) "Sign" or "signature" includes any manual, facsimile, conformed or electronic signature.
(25) "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.
(26) "Subscriber" means a person who subscribes for shares in a corporation, whether before or after incorporation.
(27) "United States" includes district, authority, bureau, commission, department and any other agency of the United States.
(28) "Voting group" means all shares of one or more classes or series that under the articles of incorporation or Section 79-4-1.01 et seq. 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 Section 79-4-1.01 et seq. to vote generally on the matter are for that purpose a single voting group.
SOURCE: 1997 Laws, Chapter 418, Sec. 6, HB1313, Effective July 1, 1997.