Guam § 28110 - Act Definitions.

§ 28110. Act Definitions.

In this Act:

(a) Articles of incorporation include amended articles of

incorporation and articles of merger.

(b) Authorized shares means the shares of all classes a domestic or

foreign corporation is authorized to issue.

(c) Corporation or domestic corporation means a corporation for

profit which is not a foreign corporation incorporated under or subject

to the provisions of this Act.

(d) Deliver or delivery means any method of delivery used in

conventional commercial practice, including delivery by hand, mail,

commercial delivery, and electronic transmission.

(e) 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.

(f) Effective date of notice is defined in § 28111.

(g) 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.

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(h) Employee includes an officer but not a director. A director may

accept duties that make him also an employee.

(i) Entity includes corporation and foreign corporation; not-for-

profit corporation; profit and not-for-profit unincorporated association;

business trust, estate, partnership, limited liability company, limited

partnership, trust, and two or more persons having a joint or common

economic interest; and state, United States, and foreign government.

(j) Foreign corporation means a corporation for profit incorporated

under a law other than the law of Guam.

(k) Includes denotes a partial definition.

(l) Individual includes the estate of an incompetent or deceased

individual.

(m) Means denotes an exhaustive definition.

(n) Notice is defined in § 28111.

(o) Person includes individual and entity.

(p) Proceeding includes civil suit and criminal, administrative, and

investigatory action.

(q) Record date means the date established under this Act on

which a corporation determines the identity of its shareholders and their

shareholdings for purposes of this Act. 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.

(r) Secretary means the corporate officer to whom the board of

directors has delegated responsibility under § 28819 (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.

(s) 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.

(t) Shares means the units into which the proprietary interests in a

corporation are divided.

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(u) Sign or signature includes any manual, facsimile, conformed or

electronic signature.

(v) 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.

(w) Subscriber means a person who subscribes for shares in a

corporation, whether before or after incorporation.

(x) United States includes district, authority, bureau, commission,

department, and any other agency of the United States.

(y) Voting group means all shares of one or more classes or series

that under the articles of incorporation or this Act 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

Act to vote generally on the matter are for that purpose a single voting

group.

(z) Voting power means the current power to vote in the election

of directors.