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“Agent” means an individual who performs an act on behalf of the corporation, and is subject thereby to the corporation’s direction and control, either through its board of directors, officers or other agents.

“Fiduciary duty” means absolute duty of any corporate officer, agent, employee, or shareholder to act in good faith, fairness, and loyalty.

“Mutual benefit corporation” means any corporation, including any nonprofit cooperative that is not a public benefit corporation.

“Promoter” means an individual who materially promotes the corporation to potential investors; and who forms, organizes, or otherwise performs any and all work with regard to forming the corporation.

“Public benefit corporation” means any corporation that is exempt from taxation under section 501(c)(3) of the Internal Revenue Code; or any corporation, unless its articles of incorporation provide that it is a mutual benefit corporation, that is organized and operated exclusively for one or more of the following purposes: religious, charitable, scientific, testing for public safety, literary, educational, or prevention of cruelty to children or animals; or any corporation organized primarily for a public purpose and which is designated in its articles of incorporation as a public benefit corporation. [Ord. 18, adopted, 10/7/2008.]