This section defines terms used in the article, including types of organizations, merger-related terms, governing statute, organizational documents, plan of merger, and surviving organization.
As used in this article, unless the context otherwise requires, the following terms mean: (1) CONSTITUENT ORGANIZATION means an organization that is party to a merger under this article. (2) CONSTITUENT PARTNERSHIP means a constituent organization that is a partnership. (3) CONVERTED ORGANIZATION means the organization into which a converting organization converts pursuant to this article. (4) CONVERTING ORGANIZATION means an organization that converts into another organization pursuant to this article. (5) CONVERTING PARTNERSHIP means a converting organization that is a partnership. (6) GOVERNING STATUTE of an organization means the statute that governs the organization’s internal affairs. (7) ORGANIZATION means a partnership, including a limited liability partnership; limited partnership, including a limited liability limited partnership; limited liability company; business trust; corporation; nonprofit corporation; professional corporation; or any other person having a governing statute. The term includes domestic and foreign organizations whether or not organized for profit. (8) ORGANIZATIONAL DOCUMENTS means: (A)(i) for a partnership, its partnership agreement and, if applicable, its statement of partnership, statement of not for profit partnership, or statement of limited liability partnership; and (ii) for a foreign partnership, its partnership agreement and, if applicable, its statement of foreign limited liability partnership; (B) for a limited partnership or foreign limited partnership, its certificate of formation and partnership agreement, or comparable writings as provided in its governing statute; (C) for a limited liability company or foreign limited liability company, its certificate of formation and limited liability company agreement, or comparable writings as provided in its governing statute; (D) for a business or statutory trust or foreign business or statutory trust its agreement of trust and declaration of trust, or comparable writings as provided in its governing statute; (E) for a corporation for profit or foreign corporation for profit, its certificate of formation, bylaws, and other agreements among its shareholders that are authorized by its governing statute, or comparable writings as provided in its governing statute; (F) for a nonprofit corporation or foreign nonprofit corporation, its certificate of formation, bylaws, and other agreements that are authorized by its governing statute, or comparable writings as provided in its governing statute; (G) for a professional corporation or foreign professional corporation, its certificate of formation, bylaws, and other agreements among its shareholders that are authorized by its governing statute, or comparable writings as provided in its governing statute; and (H) for any other organization, the basic writings that create the organization and determine its internal governance and the relations among the persons that own it, have an interest in it, or are members of it. (9) PLAN OF MERGER. Except as set forth in Section 10A-8A-9.06(e), a plan of merger, whether referred to as a plan of merger, an agreement of merger, a merger agreement, a plan and agreement of merger, an agreement and plan of merger, or otherwise, means a writing described in Section 10A-8A-9.06 and includes any agreement, instrument, or other document referenced therein or associated therewith that sets forth the terms and conditions of the merger. (10) SURVIVING ORGANIZATION means an organization into which one or more other organizations are merged under this article, whether the organization pre-existed the merger or was created pursuant to the merger.