2006 Code of Virginia § 13.1-603 - Definitions

13.1-603. Definitions.

In this chapter:

"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 consolidation, serial designation,reduction, correction, and merger, except for a certificate of merger with asubsidiary pursuant to 13.1-719 that does not include an amendment to thesurvivor's articles of incorporation. It excludes articles of exchange filedby an acquiring corporation. When the articles of incorporation have beenrestated pursuant to any articles of amendment, domestication, or merger, itincludes only the restated articles of incorporation, including any articlesof serial designation, without the accompanying articles of amendment,domestication, or merger.

"Authorized shares" means the shares of all classes a domestic or foreigncorporation is authorized to issue.

"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.

"Conspicuous" means so written that a reasonable person against whom thewriting is to operate should have noticed it. For example, printing initalics or boldface or contrasting color, or typing in capitals orunderlined, is conspicuous.

"Corporation" or "domestic corporation" means a corporation authorized bylaw to issue shares, irrespective of the nature of the business to betransacted, organized under this chapter or existing pursuant to the laws ofthe Commonwealth on January 1, 1986, or which, by virtue of articles ofincorporation, amendment, or merger, has become a domestic corporation of theCommonwealth, even though also being a corporation organized under laws otherthan the laws of the Commonwealth, or which has become a domestic corporationof the Commonwealth pursuant to Article 12.1 ( 13.1-722.2 et seq.) orArticle 12.2 ( 13.1-722.8 et seq.) of this chapter.

"Deliver" or "delivery" means any method of delivery used in conventionalcommercial practice, including delivery by hand, mail, commercial delivery,and electronic transmission.

"Derivative proceeding" means a civil suit in the right of a domesticcorporation or, to the extent provided in Article 8.1 ( 13.1-672.1 et seq.)of Chapter 9 of this title, a foreign corporation.

"Disinterested director" means, except with respect to Article 14 (13.1-725 et seq.) of this chapter, a director who, at the time action is tobe taken under 13.1-672.4, 13.1-691, 13.1-699 or 13.1-701, does not have(i) a financial interest in a matter that is the subject of such action or(ii) a familial, financial, professional, employment or other relationshipwith a person who has a financial interest in the matter, either of whichwould reasonably be expected to affect adversely the objectivity of thedirector when participating in the action, and if the action is to be takenunder 13.1-699 or 13.1-701, is also not a party to the proceeding. Thepresence of one or more of the following circumstances shall not by itselfprevent a person from being a disinterested director: (i) nomination orelection of the director to the current board by any person, acting alone orparticipating with others, who is so interested in the matter; (ii) serviceas a director of another corporation of which an interested person is also adirector; or (iii) at the time action is to be taken under 13.1-672.4,status as a named defendant, as a director against whom action is demanded,or as a director who approved the act being challenged.

"Distribution" means a direct or indirect transfer of money or otherproperty, except its own shares, or incurrence of indebtedness by acorporation to or for the benefit of its shareholders in respect of any ofits shares. A distribution may be in the form of a declaration or payment ofa dividend; a purchase, redemption, or other acquisition of shares; adistribution of indebtedness of the corporation; or otherwise. Distributiondoes not include acquisition by a corporation of its shares from the estateor personal representative of a deceased shareholder, or any othershareholder, but only to the extent the acquisition is effected using theproceeds of insurance on the life of such deceased shareholder and the boardof directors approved the policy and the terms of the redemption prior to theshareholder's death.

"Domestic business trust" has the same meaning as specified in 13.1-1201.

"Domestic limited liability company" has the same meaning as specified in 13.1-1002.

"Domestic limited partnership" has the same meaning as specified in 50-73.1.

"Domestic nonstock corporation" has the same meaning as "domesticcorporation" as specified in 13.1-803.

"Domestic partnership" means an association of two or more persons to carryon as co-owners a business for profit formed under 50-73.88, or predecessorlaw of the Commonwealth, and includes, for all purposes of the laws of theCommonwealth, a registered limited liability partnership.

"Effective date of notice" is defined in 13.1-610.

"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 shallhave the meaning set forth in such section.

"Eligible entity" means a domestic or foreign unincorporated entity or adomestic or foreign nonstock corporation.

"Eligible interests" means interests or memberships.

"Employee" includes, unless otherwise provided in the bylaws, an officerbut not a director. A director may accept duties that make him also anemployee.

"Entity" includes any domestic or foreign corporation; any domestic orforeign nonstock corporation; any domestic or foreign unincorporated entity;any estate or trust; and any state, the United States and any foreigngovernment.

"Foreign business trust" has the same meaning as specified in 13.1-1201.

"Foreign corporation" means a corporation authorized by law to issueshares, organized under laws other than the laws of the Commonwealth.

"Foreign limited liability company" has the same meaning as specified in 13.1-1002.

"Foreign limited partnership" has the same meaning as specified in 50-73.1.

"Foreign nonstock corporation" has the same meaning as "foreigncorporation" as specified in 13.1-803.

"Foreign partnership" means an association of two or more persons to carryon as co-owners of a business for profit formed under the laws of any stateor jurisdiction other than the Commonwealth, and includes, for all purposesof the laws of the Commonwealth, a foreign registered limited liabilitypartnership.

"Foreign registered limited liability partnership" has the same meaning asspecified in 50-73.79.

"Foreign unincorporated entity" means an unincorporated entity whoseinternal affairs are governed by an organic law of a jurisdiction other thanthe Commonwealth.

"Government subdivision" includes authority, county, district, andmunicipality.

"Includes" denotes a partial definition.

"Individual" means a natural person.

"Interest" means either or both of the following rights under the organiclaw of an unincorporated entity:

1. The right to receive distributions from the entity either in the ordinarycourse or upon liquidation; or

2. The right to receive notice or vote on issues involving its internalaffairs, other than as an agent, assignee, proxy or person responsible formanaging its business and affairs.

"Means" denotes an exhaustive definition.

"Membership" means the rights of a member in a domestic or foreign nonstockcorporation or limited liability company.

"Notice" is defined in 13.1-610.

"Organic document" means the document, if any, that is filed of publicrecord to create an unincorporated entity. Where an organic document has beenamended or restated, the term means the organic document as last amended orrestated.

"Organic law" means the statute governing the internal affairs of adomestic or foreign corporation or eligible entity.

"Person" includes an individual and an entity.

"Principal office" means the office, in or out of the 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 theCommonwealth, so designated by the board of directors. The designation of theprincipal office in the most recent annual report filed pursuant to 13.1-775 shall be conclusive for purposes of this chapter.

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

"Public corporation" means a corporation that has shares listed on anational securities exchange or regularly traded in a market maintained byone or more members of a national or affiliated securities association.

"Record date" means the date established under Article 7 ( 13.1-638 etseq.) or Article 8 ( 13.1-654 et seq.) of this chapter on which acorporation determines the identity of its shareholders and theirshareholdings for purposes of this chapter. The determination shall be madeas of the close of business at the principal office of the corporation on therecord date unless another time for doing so is specified when the recorddate is fixed.

"Shareholder" means the person in whose name shares are registered in therecords of the corporation, the beneficial owner of shares to the extent ofthe rights granted by a nominee certificate on file with a corporation, orthe beneficial owner of shares held in a voting trust.

"Shares" means the units into which the proprietary interests in acorporation are divided.

"State" when referring to a part of the United States, includes a state andcommonwealth, and their agencies and governmental subdivisions; and aterritory and insular possession, and their agencies and governmentalsubdivisions, of the United States.

"Subscriber" means a person who subscribes for shares in a corporation,whether before or after incorporation.

"Subsidiary" means, as to any corporation, any other corporation of whichit owns, directly or indirectly, voting shares entitled to cast a majority ofthe votes entitled to be cast generally in an election of directors of suchother corporation.

"Unincorporated entity" or "domestic unincorporated entity" means adomestic partnership, limited liability company, limited partnership orbusiness trust.

"United States" includes district, authority, bureau, commission,department, and any other agency of the United States.

"Voting group" means all shares of one or more classes or series that underthe articles of incorporation or this chapter are entitled to vote and becounted together collectively on a matter at a meeting of shareholders. Allshares entitled by the articles of incorporation or this chapter to votegenerally on the matter are for that purpose a single voting group.

"Voting power" means the current power to vote in the election of directors.

(Code 1950, 13.1-2; 1956, c. 428; 1962, c. 44; 1975, c. 500; 1985, c. 522;1992, cc. 575, 802; 1993, c. 200; 1994, c. 122; 1997, cc. 190, 801; 2001, c.545; 2002, cc. 1, 285; 2003, cc. 340, 728; 2005, c. 765; 2006, c. 663.)