(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.