Definitions

Unless the context otherwise requires, the definitions set forth herein shall govern the construction and interpretation of this Chapter.

(a)“Articles of Organization” means the articles of organization of a limited cooperative association required by § 17301 of this Act. The term includes the articles as amended or restated.

(b)“Board of Directors” means the board of directors of a limited cooperative association.

(c)“Bylaws” means the bylaws of a limited cooperative association. The term includes the bylaws as amended or restated.

(d)“Contribution,” except as used in § 171008(c), means a benefit that a person provides to a limited cooperative association to become or remain a member or in the person’s capacity as a member.

(e)“Cooperative” means a limited cooperative association or an entity organized under Guam law.

(f)“Department” means the Guam Department of Revenue and Taxation.

(g)“Director” means a director of a limited cooperative association, except when used in reference to the “Director” of the Guam Department of Revenue and Taxation.

(h)“Distribution,” except as used in § 171007(a), means a transfer of money or other property from a limited cooperative association to a member because of the member’s financial rights or to a transferee of a member’s financial rights.

(i)“Entity” means a person other than an individual.

(j)“Financial Rights” means the right to participate in allocations and distributions as provided in Articles 10 and 12 of this Act but does not include rights or obligations under a marketing contract governed by Article 7 of this Act.

(k)“Foreign cooperative” means an entity organized in a state other than Guam under a limited cooperative association law similar to this Act.

(l)“Governance rights” means the right to participate in governance of a limited cooperative association.

(1)Investor members are restricted from exercising governance rights except as explicitly provided in the organic rules which shall ensure that the total voting power of investor members does not exceed twenty percent (20%) of the total voting power of the limited cooperative association.

(m)“Investor Member” means a member that has made a contribution to a limited cooperative association and: CH. 17 THE GUAM UNIFORM LIMITED COOPERATIVE ASSOCIATION ACT

(1)is not required by the organic rules to conduct patronage with the association in the member’s capacity as an investor member in order to receive the member’s interest; or

(2)is not permitted by the organic rules to conduct patronage with the association in the member’s capacity as an investor member in order to receive the member’s interest.

(n)“Jurisdiction” means to refer to a political entity of the United States or a state.

(o)“Jurisdiction of Formation” means the jurisdiction whose law governs the internal affairs of an entity.

(p)“Limited cooperative association” means an association formed under this Act or that becomes subject to this Act under Article 16.

(q)“Member” means a person that is admitted as a patron member or investor member in a limited cooperative association. The term does not include a person that has dissociated as a member.

(r)“Member’s Interest” means the interest of a patron member or investor member under § 17601.

(s)“Members Meeting” means an annual member meeting or special meetings of members.

(t)“Organic Law” means the statute providing for the creation of an entity or principally governing its internal affairs. For purposes of this Act, the term shall not be interpreted as a reference to the Organic Act of Guam, 48 U.S.C.A. §§ 1421-1428e.

(u)“Organic Rules” means the articles of organization and bylaws of a limited cooperative association. For purposes of this Act, the term shall not be interpreted as a reference to the Organic Act of Guam, 48 U.S.C.A. §§ 1421-1428e.

(v)“Organizer” means an individual who signs the initial articles of organization.

(w)“Patron member” means a member that has made a contribution to a limited cooperative association and:

(1)is required by the organic rules to conduct patronage with the association in the member’s capacity as a patron member in order to receive the member’s interest; or

(2)is permitted by the organic rules to conduct patronage with the association in the member’s capacity as a patron member in order to receive the member’s interest.

(x)“Patronage” means business transactions between a limited cooperative association and a person which entitle the person to receive financial rights based on the value or quantity of business done between the association and the person.

(y)“Person” means an individual, business corporation, nonprofit corporation, partnership, limited partnership, limited liability company, limited cooperative association, unincorporated nonprofit association, statutory trust, business trust, common-law business trust, estate, trust, association, joint venture, public corporation, government or governmental subdivision, agency, or instrumentality, or any other legal or commercial entity.

(z)“Principal Office” means the principal executive office of a limited cooperative association or foreign cooperative, whether or not the office is located in this state.

(aa)“Property” means all property, whether real, personal, or mixed or tangible or intangible, or any right or interest therein.

(bb)“Public benefit” means one or more positive effects or reduction of negative effects on one or more categories of persons, entities, communities, or interests other than members in their capacities CH. 17 THE GUAM UNIFORM LIMITED COOPERATIVE ASSOCIATION ACT as members, including effects of an artistic, charitable, cultural, economic, educational, environmental, literary, medical, scientific, or technological nature.

(cc)“Record,” used as a noun, means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.

(dd)“Registered Agent” means an agent of an entity which is authorized to receive service of any process, notice, or demand required or permitted by law to be served on the entity.

(ee)“Required Information” means the information a limited cooperative association is required to maintain under § 17110.

(ff)“Registered Foreign Cooperative” means a foreign cooperative that is registered to do business in Guam pursuant to a statement of registration filed by the Director of the Guam Department of Revenue and Taxation.

(gg)“Sign” means, with present intent to authenticate or adopt a record:

(1)to execute or adopt a tangible symbol; or

(2)to attach to or logically associate with the record an electronic symbol, sound, or process.

(hh)“State” means a state of the United States, the District of Columbia, Guam, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States.

(ii)“Transfer” includes:

(1)an assignment;

(2)a conveyance;

(3)a sale;

(4)a lease;

(5)an encumbrance, including a mortgage or security interest;

(6)a gift; and

(7)a transfer by operation of law.

(jj)“Voting Group” means any combination of one

(1)or more voting members in one

(1)or more districts or classes that under the organic rules or this Act, are entitled to vote and can be counted together collectively on a matter at a members meeting.

(kk)“Voting Member” means a member that, under the organic law or organic rules, has a right to vote on matters subject to vote by members under the organic law or organic rules.

(ll)“Voting Power” means the total current power of members to vote on a particular matter for which a vote may or is to be taken.