§ 102. Definitions.\n (a) As used in this chapter, unless the context otherwise requires,\nthe term:\n (1) "Bonds" includes secured and unsecured bonds, debentures, and\nnotes.\n (2) "By-laws" means the code or codes of rules adopted for the\nregulation or management of the affairs of the corporation irrespective\nof the name or names by which such rules are designated.\n (3) "Certificate of incorporation" includes (A) the original\ncertificate of incorporation or any other instrument filed or issued\nunder any statute to form a domestic or foreign corporation, as amended,\nsupplemented or restated by certificates of amendment, merger or\nconsolidation or other certificates or instruments filed or issued under\nany statute; or (B) a special act or charter creating a domestic or\nforeign corporation, as amended, supplemented or restated.\n (3-a) "Charitable corporation" means any corporation formed, or for\nthe purposes of this chapter, deemed to be formed, for charitable\npurposes.\n (3-b) "Charitable purposes" of a corporation means one or more of the\nfollowing purposes: charitable, educational, religious, scientific,\nliterary, cultural or for the prevention of cruelty to children or\nanimals.\n (4) "Conducting of activities" of a corporation means the operations\nfor the conduct of which such corporation is formed and may constitute\n"doing of business" or "transaction of business" as those terms are used\nin the statutes of this state.\n (5) "Corporation" or "domestic corporation" means a corporation (1)\nformed under this chapter, or existing on its effective date and\ntheretofore formed under any other general statute or by any special act\nof this state, exclusively for a purpose or purposes, not for pecuniary\nprofit or financial gain, for which a corporation may be formed under\nthis chapter, and (2) no part of the assets, income or profit of which\nis distributable to, or enures to the benefit of, its members, directors\nor officers except to the extent permitted under this statute.\n (6) "Director" means any member of the governing board of a\ncorporation, whether designated as director, trustee, manager, governor,\nor by any other title. The term "board" means "board of directors" or\nany other body constituting a "governing board" as defined in this\nsection.\n (6-a) "Entire board" means the total number of directors entitled to\nvote which the corporation would have if there were no vacancies. If the\nby-laws of the corporation provide that the board shall consist of a\nfixed number of directors, then the "entire board" shall consist of that\nnumber of directors. If the by-laws of any corporation provide that the\nboard may consist of a range between a minimum and maximum number of\ndirectors, and the number within that range has not been fixed in\naccordance with paragraph (a) of section seven hundred two of this\nchapter, then the "entire board" shall consist of the number of\ndirectors within such range that were elected or appointed as of the\nmost recently held election of directors, as well as any directors whose\nterms have not yet expired.\n (7) "Foreign corporation" means a corporation formed under laws other\nthan the statutes of this state, which, if formed under the statutes of\nthis state, would be within the term "corporation or domestic\ncorporation" as herein defined. "Authorized", when used with respect to\na foreign corporation, means having authority under Article 13 (Foreign\nCorporations) to conduct activities of the corporation in this state.\n (7-a) "Infant" or "minor" means any person who has not attained the\nage of eighteen years.\n (8) "Insolvent" means being unable to pay debts as they become due in\nthe usual course of the debtor's business.\n (9) "Member" means one having membership rights in a corporation in\naccordance with the provisions of its certificate of incorporation or\nby-laws.\n (9-a) "Non-charitable corporation" means any corporation formed under\nthis ch
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