Terms Used In Louisiana Revised Statutes > Title 12 > Chapter 2 - Nonprofit Corporation Law

• Address: means street and municipal number, or other definite and ascertainable physical location if street and municipal number are not available; and, if a building not wholly occupied by the addressee, the location in the building. See Louisiana Revised Statutes 12:201
• Adjourn: A motion to adjourn a legislative chamber or a committee, if passed, ends that day's session.
• Allocated value: means (1) the par value of par-value shares, plus any amounts in excess of par value transferred from surplus to stated capital in respect of such shares, less any part of such amounts transferred from stated capital to capital surplus as permitted by this Chapter, and (2) the amount allocated to stated capital upon issuance of shares without par value, plus any amounts thereafter transferred from surplus to stated capital in respect of such shares, less any part of such amounts transferred from stated capital to capital surplus as permitted by this Chapter. See Louisiana Revised Statutes 12:201
• Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
• Articles: means the original articles of incorporation, and all amendments thereto including those contained in merger agreements, or if restated, the latest restatement thereof, except in those instances in which the context expressly refers to the original articles of incorporation only. See Louisiana Revised Statutes 12:201
• Assets: means all of a corporation's property and rights of every kind. See Louisiana Revised Statutes 12:201
• Bailiff: a court officer who enforces the rules of behavior in courtrooms.
• Business corporation: means a corporation for profit formed under the laws of this state. See Louisiana Revised Statutes 12:201
• Capital surplus: means the aggregate of:

  (a)  The amount of the consideration received on issuance of issued shares in excess of the aggregate allocated value thereof; and

  (b)  Amounts transferred to capital surplus as permitted by this Chapter; and

  (c)  Surplus arising from revaluation to reflect unrealized appreciation in value of assets; less

  (d)  Transfers from, or other reductions in, capital surplus required or permitted by this Chapter. See Louisiana Revised Statutes 12:201

• Complaint: A written statement by the plaintiff stating the wrongs allegedly committed by the defendant.
• Concurrent resolution: A legislative measure, designated "S. Con. Res." and numbered consecutively upon introduction, generally employed to address the sentiments of both chambers, to deal with issues or matters affecting both houses, such as a concurrent budget resolution, or to create a temporary joint committee. Concurrent resolutions are not submitted to the President/Governor and thus do not have the force of law.
• Conviction: A judgement of guilt against a criminal defendant.
• Court: means any court of competent jurisdiction where the registered office of the corporation is located. See Louisiana Revised Statutes 12:201
• Deposition: An oral statement made before an officer authorized by law to administer oaths. Such statements are often taken to examine potential witnesses, to obtain discovery, or to be used later in trial.
• Directors: means persons designated in the articles as such, and persons designated, elected or appointed by any other name or title to act as directors, and their successors. See Louisiana Revised Statutes 12:201
• Dismissal: The dropping of a case by the judge without further consideration or hearing. ^Source:
• Donor: The person who makes a gift.
• Earned surplus: means the excess of surplus over capital surplus. See Louisiana Revised Statutes 12:201
• Entitlement: A Federal program or provision of law that requires payments to any person or unit of government that meets the eligibility criteria established by law. Entitlements constitute a binding obligation on the part of the Federal Government, and eligible recipients have legal recourse if the obligation is not fulfilled. Social Security and veterans' compensation and pensions are examples of entitlement programs.
• Escrow: Money given to a third party to be held for payment until certain conditions are met.
• Fair market value: The price at which an asset would change hands in a transaction between a willing, informed buyer and a willing, informed seller.
• Foreign corporation: means a corporation formed under the laws of any jurisdiction other than this state. See Louisiana Revised Statutes 12:201
• Fraud: Intentional deception resulting in injury to another.
• Germane: On the subject of the pending bill or other business; a strict standard of relevance.
• Guardian: A person legally empowered and charged with the duty of taking care of and managing the property of another person who because of age, intellect, or health, is incapable of managing his (her) own affairs.
• Incorporator: means one of the signers of the original articles of incorporation. See Louisiana Revised Statutes 12:201
• Indemnification: In general, a collateral contract or assurance under which one person agrees to secure another person against either anticipated financial losses or potential adverse legal consequences. ^{Source: FDIC}
• Issued shares: means outstanding shares and treasury shares. See Louisiana Revised Statutes 12:201
• Juror: A person who is on the jury.
• Lease: A contract transferring the use of property or occupancy of land, space, structures, or equipment in consideration of a payment (e.g., rent). ^{Source: OCC}
• Litigation: A case, controversy, or lawsuit. Participants (plaintiffs and defendants) in lawsuits are called litigants.
• Member: means each natural or artificial person admitted to membership in a corporation, and, unless the context indicates otherwise, includes shareholders. See Louisiana Revised Statutes 12:201
• Membership: means an interest in a corporation entitling the holder thereof to participate in the control of the corporation or to a pro rata share of its net assets upon dissolution. See Louisiana Revised Statutes 12:201
• Net assets: means the excess of assets over liabilities. See Louisiana Revised Statutes 12:201
• Nolo contendere: No contest-has the same effect as a plea of guilty, as far as the criminal sentence is concerned, but may not be considered as an admission of guilt for any other purpose.
• nonprofit corporation: means a corporation formed under this Chapter, as well as a corporation formed under the laws of this state before January 1, 1969 but of a class of corporations that might be formed under this Chapter. See Louisiana Revised Statutes 12:201
• Oversight: Committee review of the activities of a Federal agency or program.
• Personal property: All property that is not real property.
• Plaintiff: The person who files the complaint in a civil lawsuit.
• Plea: In a criminal case, the defendant's statement pleading "guilty" or "not guilty" in answer to the charges, a declaration made in open court.
• Precedent: A court decision in an earlier case with facts and law similar to a dispute currently before a court. Precedent will ordinarily govern the decision of a later similar case, unless a party can show that it was wrongly decided or that it differed in some significant way.
• Probation officers: Screen applicants for pretrial release and monitor convicted offenders released under court supervision.
• Prosecute: To charge someone with a crime. A prosecutor tries a criminal case on behalf of the government.
• Public defender: Represent defendants who can't afford an attorney in criminal matters.
• Reclassification of stock: means amendment of the articles to change the authorized number of shares of an existing class or series; to authorize shares of a new class or series; to change the designation, par value (including change of par-value shares to shares without par value or vice versa), preferences, limitations or relative rights, including cancellation or modification of the right to receive accumulated dividends which have not been declared, or variations in relative rights, of the issued, and authorized but unissued, shares of any existing class or series; or to change the issued shares of any existing class or series into a greater or smaller number of shares of the same class or series (subject to such changes as the reclassification may make in the designation, par value, preferences, limitations or relative rights, or variations in relative rights, thereof) or of another class or series, and to cancel any issued shares in connection with a reduction in the number thereof. See Louisiana Revised Statutes 12:201
• Recourse: An arrangement in which a bank retains, in form or in substance, any credit risk directly or indirectly associated with an asset it has sold (in accordance with generally accepted accounting principles) that exceeds a pro rata share of the bank's claim on the asset. If a bank has no claim on an asset it has sold, then the retention of any credit risk is recourse. ^{Source: FDIC}
• Registered office: means that office maintained by the corporation in this state, the address of which is kept on file in the office of the Secretary of State in the manner required by this Chapter. See Louisiana Revised Statutes 12:201
• Remainder: An interest in property that takes effect in the future at a specified time or after the occurrence of some event, such as the death of a life tenant.
• Reporter: Makes a record of court proceedings and prepares a transcript, and also publishes the court's opinions or decisions (in the courts of appeals).
• Rescission: The cancellation of budget authority previously provided by Congress. The Impoundment Control Act of 1974 specifies that the President may propose to Congress that funds be rescinded. If both Houses have not approved a rescission proposal (by passing legislation) within 45 days of continuous session, any funds being withheld must be made available for obligation.
• Restitution: The court-ordered payment of money by the defendant to the victim for damages caused by the criminal action.
• Service of process: The service of writs or summonses to the appropriate party.
• Settlement: Parties to a lawsuit resolve their difference without having a trial. Settlements often involve the payment of compensation by one party in satisfaction of the other party's claims.
• Share: means an interest in a corporation, represented by a stock certificate issued after payment for the shares represented thereby, entitling the holder thereof to participate in the control of the corporation or to a pro rata share of its net assets upon dissolution. See Louisiana Revised Statutes 12:201
• Shareholder: means a natural or artificial person who is the owner of a property interest in a corporation represented by a certificate for shares of stock. See Louisiana Revised Statutes 12:201
• Stated capital: means the aggregate amount of:

  (a)  The aggregate allocated value of the issued shares; and

  (b)  Any other amounts transferred from surplus to stated capital; less

  (c)  Transfers from, or other reductions in, stated capital required or permitted by this Chapter. See Louisiana Revised Statutes 12:201

• Statute of limitations: A law that sets the time within which parties must take action to enforce their rights.
• Subscriber: means one who subscribes for shares in a corporation, whether before or after incorporation. See Louisiana Revised Statutes 12:201
• Surplus: means the excess of assets over liabilities plus stated capital. See Louisiana Revised Statutes 12:201
• Testator: A male person who leaves a will at death.
• Tort: A civil wrong or breach of a duty to another person, as outlined by law. A very common tort is negligent operation of a motor vehicle that results in property damage and personal injury in an automobile accident.
• Total voting power: means the entirety of the voting power. See Louisiana Revised Statutes 12:201
• Treasury shares: means issued shares which have been acquired by and belong to the corporation, if not required by the articles to be cancelled, or if not cancelled by order of the board of directors. See Louisiana Revised Statutes 12:201
• Trust instrument: includes any lawful act, agreement, donation, testament or other document, by which the donor, settlor or testator transfers any property in trust, for any charitable, religious, benevolent, educational, scientific or literary purpose, or public benefaction of whatever name or nature. See Louisiana Revised Statutes 12:201
• Trustee: A person or institution holding and administering property in trust.
• Verdict: The decision of a petit jury or a judge.
• Voting member: means a person entitled to vote in accordance with the articles or by-laws. See Louisiana Revised Statutes 12:201
• Voting power: means the right vested, by law or by the articles or the by-laws, in the members, or in one or more classes of members, to vote in the determination of any particular question or matter coming before meetings of the members. See Louisiana Revised Statutes 12:201