2006 Code of Virginia § 13.1-803 - Definitions

13.1-803. Definitions.

As used in this chapter, unless the context otherwise requires, the term:

"Articles of incorporation" means all documents constituting, at anyparticular time, the charter of a corporation. It includes the originalcharter issued by the General Assembly, a court or the Commission and allamendments including certificates of merger, consolidation or correction.When the articles of incorporation have been restated pursuant to anyarticles of amendment or merger, it includes only the restated articles ofincorporation without the accompanying articles of amendment or merger.

"Board of directors" means the group of persons vested with the managementof the business of the corporation irrespective of the name by which suchgroup is designated, and "director" means a member of the board ofdirectors.

"Certificate," when relating to articles filed with the Commission, meansthe order of the Commission that makes the articles effective, together withthe articles.

"Commission" means the State Corporation Commission of Virginia.

"Corporation" or "domestic corporation" means a corporation not issuingshares of stock irrespective of the nature of its business to be transacted,organized under this chapter or existing pursuant to the laws of thisCommonwealth on January 1, 1986, or merged with a corporation of thisCommonwealth in such manner as thereby to become a domestic corporation ofthis Commonwealth, even though also remaining a corporation of another state.

"Deliver" includes mail.

"Electronic transmission" means any form of communication, not directlyinvolving the physical transmission of paper, that creates a record that maybe retained, retrieved and reviewed by a recipient thereof, and that may bedirectly reproduced in paper form by such a recipient through an automatedprocess. Any term used in this definition that is defined in 59.1-480 ofthe Uniform Electronic Transactions Act shall have the meaning set forth insuch section. For purposes of 13.1-841 and 13.1-865, a written consent andthe signing thereof may be accomplished by one or more electronictransmissions.

"Employee" includes an officer but not a director. A director may acceptduties that make him also an employee.

"Entity" includes corporation and foreign corporation; stock corporation;profit and not-for-profit unincorporated association; business trust, estate,partnership, trust, and two or more persons having a joint or common economicinterest; and state, United States and foreign government.

"Foreign corporation" means a corporation not issuing shares and organizedunder laws other than the laws of this Commonwealth.

"Individual" includes the estate of an incapacitated or deceased individual.

"Insolvent" means inability of a corporation to pay its debts as theybecome due in the usual course of its business.

"Member" means one having membership rights in a corporation in accordancewith the provisions of its articles of incorporation or bylaws.

"Person" includes individual and entity.

"Principal office" means the office, in or out of this Commonwealth, wherethe principal executive offices of a domestic or foreign corporation arelocated, or, if there are no such offices, the office, in or out of thisCommonwealth, so designated by the board of directors. The designation of theprincipal office in the most recent annual report filed pursuant to 13.1-936 shall be conclusive for purposes of this chapter.

"Proceeding" includes civil suit and criminal, administrative andinvestigatory action conducted by a governmental agency.

"Record date" means the date established under Article 7 ( 13.1-837 etseq.) of this chapter on which a corporation determines the identity of itsmembers for purposes of this chapter.

"Transact business" includes the conduct of affairs by any corporation thatis not organized for profit.

"Voting group" means all members of one or more classes that under thearticles of incorporation or this chapter are entitled to vote and be countedtogether collectively on a matter at a meeting. All members entitled by thearticles of incorporation or this chapter to vote generally on the matter arefor that purpose a single voting group.

(Code 1950, 13.1-202; 1956, c. 428; 1985, c. 522; 1997, c. 801; 2002, c.285.)