Definitions.

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In this part 16, unless the context otherwise requires:

  1. "Constituent entity" means an entity that is a party to a merger.

  2. "Constituent limited cooperative association" means a limited cooperative association that is a party to a merger.

  3. "Converting limited cooperative association" means a converting entity that is a limited cooperative association.

  4. "Organizational documents" means articles of incorporation, bylaws, articles of organization, operating agreements, partnership agreements, and any other documents serving a similar function in the creation and governance of an entity.

  5. "Personal liability" means personal liability for a debt, liability, or other obligation ofan entity imposed, by operation of law or otherwise, on a person that co-owns or has an interest in the entity:

  1. By the entity's organic statute solely because of the person co-owning or having aninterest in the entity; or

  2. By the entity's organizational documents under a provision of the entity's organicstatute authorizing those documents to make one or more specified persons liable for all or specified parts of the entity's debts, liabilities, and other obligations solely because the person co-owns or has an interest in the entity.

Source: L. 2011: Entire article added, (SB 11-191), ch. 197, p. 812, § 1, effective April 2, 2012.

Cross references: For additional definitions applicable to this part 16, see § 7-90-102.


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