2006 Code of Virginia § 13.1-875 - Definitions

13.1-875. Definitions.

In this article:

"Articles of incorporation" includes the bylaws of any corporation createdby Act of the General Assembly.

"Corporation" includes any domestic or foreign predecessor entity of acorporation in a merger or other transaction in which the predecessor'sexistence ceased upon consummation of the transaction.

"Director" means an individual who is or was a director of a corporation oran individual who, while a director of a corporation, is or was serving atthe corporation's request as a director, officer, partner, trustee, employee,or agent of another foreign or domestic corporation, partnership, jointventure, trust, employee benefit plan, or other enterprise. A director isconsidered to be serving an employee benefit plan at the corporation'srequest if his duties to the corporation also impose duties on, or otherwiseinvolve services by, him to the plan or to participants in or beneficiariesof the plan. "Director" includes, unless the context requires otherwise,the estate or personal representatives of a director.

"Expenses" includes counsel fees.

"Liability" means the obligation to pay a judgment, settlement, penalty,fine (including an excise tax assessed with respect to an employee benefitplan), or reasonable expenses incurred with respect to a proceeding.

"Official capacity" means: (i) when used with respect to a director, theoffice of director in a corporation; or (ii) when used with respect to anindividual other than a director, as contemplated in 13.1-881, the officein a corporation held by the officer or the employment or agency relationshipundertaken by the employee or agent on behalf of the corporation. "Officialcapacity" does not include service for any other foreign or domesticcorporation or any partnership, joint venture, trust, employee benefit plan,or other enterprise.

"Party" includes an individual who was, is, or is threatened to be made anamed defendant or respondent in a proceeding.

"Proceeding" means any threatened, pending, or completed action, suit, orproceeding, whether civil, criminal, administrative, or investigative andwhether formal or informal.

(1985, c. 522.)