13.1-803 - Definitions.
§ 13.1-803. Definitions.
As used in this Act:
"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 restatement, amendment, domestication, or merger, it includesonly the restated articles of incorporation without the accompanying articlesof restatement, amendment, domestication, 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.
"Conspicuous" means so written, displayed, or presented that a reasonableperson against whom the writing is to operate should have noticed it. Forexample, text that is italicized, is in boldface, contrasting colors, orcapitals, or is underlined is conspicuous.
"Corporation" or "domestic corporation" means a corporation notauthorized by law to issue shares, irrespective of the nature of the businessto be transacted, organized under this Act or existing pursuant to the lawsof the Commonwealth on January 1, 1986, or that, 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 that has become a domestic corporationof the Commonwealth pursuant to Article 11.1 (§ 13.1-898.2 et seq.) of thisAct.
"Deliver" or "delivery" means any method of delivery used in conventionalcommercial practice, including delivery by hand, mail, commercial delivery,and, if authorized in accordance with § 13.1-810, by electronic transmission.
"Disinterested director" means a director who, at the time action is to betaken under § 13.1-871, 13.1-878, or 13.1-880, does not have (i) a financialinterest in a matter that is the subject of such action or (ii) a familial,financial, professional, employment, or other relationship with a person whohas a financial interest in the matter, either of which would reasonably beexpected to affect adversely the objectivity of the director whenparticipating in the action, and if the action is to be taken under §13.1-878 or 13.1-880, is also not a party to the proceeding. The presence ofone or more of the following circumstances shall not by itself prevent aperson from being a disinterested director: (a) nomination or election of thedirector to the current board by any person, acting alone or participatingwith others, who is so interested in the matter or (b) service as a directorof another corporation of which an interested person is also a director.
"Document" means (i) any tangible medium on which information is inscribed,and includes any writing or written instrument, or (ii) an electronic record.
"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 partnership" means an association of two or more persons to carryon as co-owners of a business for profit formed under § 50-73.88 orpredecessor law of the Commonwealth and includes, for all purposes of thelaws of the Commonwealth, a registered limited liability partnership.
"Domestic stock corporation" has the same meaning as "domesticcorporation" as specified in § 13.1-603.
"Effective date of notice" is defined in § 13.1-810.
"Electronic" means relating to technology having electrical, digital,magnetic, wireless, optical, electromagnetic, or similar capabilities.
"Electronic record" means information that is stored in an electronic orother medium and is retrievable in paper form through an automated processused in conventional commercial practice, unless otherwise authorized inaccordance with subsection J of § 13.1-810.
"Electronic transmission" or "electronically transmitted" means any formor process of communication, not directly involving the physical transfer ofpaper or other tangible medium, that (i) is suitable for the retention,retrieval, and reproduction of information by the recipient, and (ii) isretrievable in paper form by the recipient through an automated process usedin conventional commercial practice, unless otherwise authorized inaccordance with subsection J of § 13.1-810.
"Eligible entity" means a domestic or foreign unincorporated entity or adomestic or foreign stock corporation.
"Eligible interests" means interests or shares.
"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 stock corporation; any domestic or foreign unincorporated entity; anyestate or trust; and any state, the United States, and any foreign government.
"Foreign business trust" has the same meaning as specified in § 13.1-1201.
"Foreign corporation" means a corporation not 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 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 stock corporation" has the same meaning as "foreign corporation"as specified in § 13.1-603.
"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 a foreign or domestic 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.
"Member" means one having a membership interest in a corporation inaccordance with the provisions of its articles of incorporation or bylaws.
"Membership interest" means the interest of a member in a domestic orforeign corporation, including voting and all other rights associated withmembership.
"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 §13.1-936 shall be conclusive for purposes of this Act.
"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 Act on which a corporation determines the identity of itsmembers and their membership interests for purposes of this Act. Thedetermination shall be made as of the close of business at the principaloffice of the corporation on the record date unless another time for doing sois specified when the record date is fixed.
"Shares" has the same meaning as specified in § 13.1-603.
"Sign" or "signature" means, with present intent to authenticate or adopta document: (i) to execute or adopt a tangible symbol to a document, andincludes any manual, facsimile, or conformed signature; or (ii) to attach toor logically associate with an electronic transmission an electronic sound,symbol, or process, and includes an electronic signature in an electronictransmission.
"State" when referring to a part of the United States, includes any stateor commonwealth, any territory or insular possession of the United States,and any of their agencies and governmental subdivisions.
"Transact business" includes the conduct of affairs by any corporation thatis not organized for profit.
"Unincorporated entity" or "domestic unincorporated entity" means adomestic partnership, limited liability company, limited partnership, orbusiness trust.
"United States" includes any district, authority, bureau, commission,department, or any other agency of the United States.
"Voting group" means all members of one or more classes that under thearticles of incorporation or this Act are entitled to vote and be countedtogether collectively on a matter at a meeting of members. All membersentitled by the articles of incorporation or this Act to vote generally onthe matter are for that purpose a single voting group.
"Voting power" means the current power to vote in the election of directors.
"Writing" or "written" means any information in the form of a document.
(Code 1950, § 13.1-202; 1956, c. 428; 1985, c. 522; 1997, c. 801; 2002, c.285; 2007, c. 925; 2010, c. 171.)