§ 13.1-853 Requirement for and duties of board of directors
§ 13.1-854 Qualification of directors
§ 13.1-855 Number and election of directors
§ 13.1-856 Election of directors by certain classes of members
§ 13.1-857 Terms of directors generally
§ 13.1-858 Staggered terms of directors
§ 13.1-859 Resignation of directors
§ 13.1-860 Removal of directors
§ 13.1-861 Judicial review of elections
§ 13.1-862 Vacancy on board of directors
§ 13.1-863 Compensation of directors
§ 13.1-864 Meetings of the board of directors
§ 13.1-865 Action without meeting of board of directors
§ 13.1-866 Notice of board of directors’ meetings
§ 13.1-867 Waiver of notice by director
§ 13.1-868 Quorum and voting by directors
§ 13.1-869 Committees
§ 13.1-870 General standards of conduct for directors
§ 13.1-870.1 Limitation on liability of officers and directors; exception
§ 13.1-870.2 Limitation on liability of officers and directors; additional exception
§ 13.1-871 Director conflict of interests
§ 13.1-871.1 Business opportunities
§ 13.1-872 Required officers
§ 13.1-873 Duties of officers
§ 13.1-874 Resignation and removal of officers

Terms Used In Virginia Code > Title 13.1 > Chapter 10 > Article 8 - Directors and Officers

  • Activities: means any programs or services provided for the purpose of conferring specific benefits upon the businesses that are located in the tourism improvement district and to which a fee is charged. See Virginia Code 15.2-2413.1
  • Activities: means any programs or services provided for (i) the purposes of recruiting businesses to relocate in the business improvement and recruitment district and (ii) conferring specific benefits upon the businesses that are located in the business improvement and recruitment district and to which a fee is charged. See Virginia Code 15.2-2413.12
  • Administering nonprofit: means a private nonprofit entity that is under contract with a locality to administer or implement activities specified in the tourism improvement district plan. See Virginia Code 15.2-2413.1
  • Administrator: means the Director of the Department of Housing and Community Development or his designee. See Virginia Code 36-71.1
  • Administrator: means the Director of the Department of Housing and Community Development or his designee. See Virginia Code 36-85.3
  • Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
  • Articles of incorporation: means all documents constituting, at any particular time, the charter of a corporation. See Virginia Code 13.1-803
  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • Bankruptcy: Refers to statutes and judicial proceedings involving persons or businesses that cannot pay their debts and seek the assistance of the court in getting a fresh start. Under the protection of the bankruptcy court, debtors may discharge their debts, perhaps by paying a portion of each debt. Bankruptcy judges preside over these proceedings.
  • Benefit zone: means an apportioned area designated within a tourism improvement district in which businesses pay a fee based upon the degree of benefit derived from activities to be provided. See Virginia Code 15.2-2413.1
  • Benefit zone: means an apportioned area designated within a business improvement and recruitment district in which businesses pay a fee based upon the degree of benefit derived from activities to be provided. See Virginia Code 15.2-2413.12
  • Benefited business: includes one or more types of businesses, one or more segments of businesses, or businesses within one or more industries, as set forth in a tourism improvement district plan. See Virginia Code 15.2-2413.1
  • Benefited business: includes one or more types of businesses, one or more segments of businesses, or businesses within one or more industries, as set forth in a business improvement and recruitment district plan. See Virginia Code 15.2-2413.12
  • Board: means the Board of Housing and Community Development. See Virginia Code 36-71.1
  • Board: means the Board of Housing and Community Development. See Virginia Code 36-85.3
  • Board of directors: means the group of persons vested with the management of the business of the corporation irrespective of the name by which such group is designated, and "director" means a member of the board of directors. See Virginia Code 13.1-803
  • Board of supervisors: means the governing body of a county. See Virginia Code 15.2-102
  • Business: means a business of any kind located in a tourism improvement district. See Virginia Code 15.2-2413.1
  • Business: means a business of any kind located in a business improvement and recruitment district. See Virginia Code 15.2-2413.12
  • Business fee: means any fee charged to a benefited business pursuant to this article. See Virginia Code 15.2-2413.1
  • Business fee: means any fee charged to a benefited business pursuant to this article. See Virginia Code 15.2-2413.12
  • Business improvement and recruitment district: means a district established by a locality under the provisions of this article within a Main Street District. See Virginia Code 15.2-2413.12
  • Business improvement and recruitment district plan: means a proposal for a business improvement and recruitment district under the provisions of this article. See Virginia Code 15.2-2413.12
  • Business owner: means any person recognized by a locality as the owner of a business subject to a business fee. See Virginia Code 15.2-2413.1
  • Business owner: means any person recognized by a locality as the owner of a business subject to a business fee. See Virginia Code 15.2-2413.12
  • City: means an independent incorporated community which became a city as provided by law before noon on July 1, 1971, or which has within defined boundaries a population of 5,000 or more and which has become a city as provided by law. See Virginia Code 1-208
  • Commission: means the State Corporation Commission of Virginia. See Virginia Code 13.1-803
  • Complaint: A written statement by the plaintiff stating the wrongs allegedly committed by the defendant.
  • Contract: A legal written agreement that becomes binding when signed.
  • Conviction: A judgement of guilt against a criminal defendant.
  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • Council: means the governing body of a city or town. See Virginia Code 15.2-102
  • County: means any existing county or such unit hereafter created. See Virginia Code 15.2-102
  • Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
  • Deed: The legal instrument used to transfer title in real property from one person to another.
  • delivery: means any method of delivery used in conventional commercial practice, including delivery by hand, mail, commercial delivery, and, if authorized in accordance with § 13. See Virginia Code 13.1-803
  • Department: means the Department of Housing and Community Development. See Virginia Code 36-71.1
  • Department: means the Department of Housing and Community Development. See Virginia Code 36-85.3
  • Dependent: A person dependent for support upon another.
  • Disinterested director: means a director who, at the time action is to be taken under § 13. See Virginia Code 13.1-803
  • Document: means (i) any tangible medium on which information is inscribed, and includes any writing or written instrument, or (ii) an electronic record. See Virginia Code 13.1-803
  • Electronic: means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities. See Virginia Code 13.1-803
  • Equitable: Pertaining to civil suits in "equity" rather than in "law." In English legal history, the courts of "law" could order the payment of damages and could afford no other remedy. See damages. A separate court of "equity" could order someone to do something or to cease to do something. See, e.g., injunction. In American jurisprudence, the federal courts have both legal and equitable power, but the distinction is still an important one. For example, a trial by jury is normally available in "law" cases but not in "equity" cases. Source: U.S. Courts
  • Escrow: Money given to a third party to be held for payment until certain conditions are met.
  • Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
  • Federal Act: means the National Manufactured Housing Construction and Safety Standards Act of 1974 as amended (42 U. See Virginia Code 36-85.3
  • Federal Regulations: means the Federal Manufactured Home Procedural and Enforcement Regulations. See Virginia Code 36-85.3
  • Federal Standards: means the Federal Manufactured Home Construction and Safety Standards. See Virginia Code 36-85.3
  • Fee: means a fee charged by a locality in accordance with a tourism improvement district plan. See Virginia Code 15.2-2413.1
  • Fee: means a fee charged by a locality in accordance with a business improvement and recruitment district plan. See Virginia Code 15.2-2413.12
  • Gift: A voluntary transfer or conveyance of property without consideration, or for less than full and adequate consideration based on fair market value.
  • Governing body: means the board of supervisors of a county, council of a city, or council of a town, as the context may require. See Virginia Code 15.2-102
  • governing body: includes both or all of them. See Virginia Code 15.2-2602
  • HUD: means the United States Department of Housing and Urban Development. See Virginia Code 36-85.3
  • in writing: include any representation of words, letters, symbols, numbers, or figures, whether (i) printed or inscribed on a tangible medium or (ii) stored in an electronic or other medium and retrievable in a perceivable form and whether an electronic signature authorized by Chapter 42. See Virginia Code 1-257
  • Includes: means includes, but not limited to. See Virginia Code 1-218
  • Individual: means a natural person. See Virginia Code 13.1-803
  • inhabitants: means with reference to any county, city, town, political subdivision of the Commonwealth or any combination thereof, the natural persons in such county, city, town, political subdivision or combination as shown by the unadjusted United States decennial census last preceding the time at which any provision dependent upon population is being applied or the time as of which it is being construed. See Virginia Code 1-235
  • Interest: means either or both of the following rights under the organic law of a foreign or domestic unincorporated entity:

    1. See Virginia Code 13.1-803

  • Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
  • Lead locality: means the locality in which the tourism improvement district plan is filed for the establishment of a tourism improvement district where such district includes more than one locality. See Virginia Code 15.2-2413.1
  • Lead locality: means the locality in which the business improvement and recruitment district plan is filed for the establishment of a business improvement and recruitment district where such district includes more than one locality. See Virginia Code 15.2-2413.12
  • Lease: A contract transferring the use of property or occupancy of land, space, structures, or equipment in consideration of a payment (e.g., rent). Source: OCC
  • Lien: A claim against real or personal property in satisfaction of a debt.
  • Locality: means any county, city, or town in the Commonwealth. See Virginia Code 15.2-2413.1
  • Locality: means any county, city, or town in the Commonwealth. See Virginia Code 15.2-2413.12
  • Locality: means a county, city, or town as the context may require. See Virginia Code 1-221
  • Main Street District: means a physical setting that includes a commercial area focusing on economic development through locally owned businesses and structures that would benefit from rehabilitation. See Virginia Code 15.2-2413.12
  • Majority share of benefited businesses: means one or more benefited businesses within a tourism improvement district or proposed tourism improvement district that cumulatively comprise a majority, based on the weighting methodology set forth in the tourism improvement district plan. See Virginia Code 15.2-2413.1
  • Majority share of benefited businesses: means one or more benefited businesses within a business improvement and recruitment district or proposed business improvement and recruitment district that cumulatively comprise a simple majority. See Virginia Code 15.2-2413.12
  • Manufactured home: means a structure subject to federal regulation, which is transportable in one or more sections; is eight body feet or more in width and forty body feet or more in length in the traveling mode, or is 320 or more square feet when erected on site; is built on a permanent chassis; is designed to be used as a single-family dwelling, with or without a permanent foundation, when connected to the required utilities; and includes the plumbing, heating, air-conditioning, and electrical systems contained in the structure. See Virginia Code 36-85.3
  • Manufactured home construction: means all activities relating to the assembly and manufacture of a manufactured home including but not limited to those relating to durability, quality, and safety. See Virginia Code 36-85.3
  • Member: means one having a membership interest in a corporation in accordance with the provisions of its articles of incorporation or bylaws. See Virginia Code 13.1-803
  • Mortgage: The written agreement pledging property to a creditor as collateral for a loan.
  • Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
  • Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
  • Person: includes an individual and an entity. See Virginia Code 13.1-803
  • Person: includes any individual, corporation, partnership, association, cooperative, limited liability company, trust, joint venture, government, political subdivision, or any other legal or commercial entity and any successor, representative, agent, agency, or instrumentality thereof. See Virginia Code 1-230
  • Personal property: All property that is not real property.
  • Principal office: means the office, in or out of the Commonwealth, where the principal executive offices of a domestic or foreign corporation are located, or, if there are no such offices, the office, in or out of the Commonwealth, so designated by the board of directors. See Virginia Code 13.1-803
  • Proceeding: includes civil suit and criminal, administrative and investigatory action conducted by a governmental agency. See Virginia Code 13.1-803
  • Process: includes subpoenas, the summons and complaint in a civil action, and process in statutory actions. See Virginia Code 1-237
  • Project: means any public improvement, property or undertaking for which the locality is authorized by law to appropriate money, except for current expenses, and specific undertakings from which the locality may derive revenues (sometimes called "revenue-producing undertakings") including, without limitation, water, sewer, sewage disposal, and garbage and refuse collection and disposal systems and facilities as defined in § 15. See Virginia Code 15.2-2602
  • Purchaser: means the first person purchasing a manufactured home in good faith for purposes other than resale. See Virginia Code 36-85.3
  • Quorum: The number of legislators that must be present to do business.
  • real estate: includes lands, tenements and hereditaments, and all rights and appurtenances thereto and interests therein, other than a chattel interest. See Virginia Code 1-219
  • Real property: Land, and all immovable fixtures erected on, growing on, or affixed to the land.
  • SAA: means the Department of Housing and Community Development which is responsible for the administration and enforcement of this law throughout Virginia and of the plan authorized by § 36-85. See Virginia Code 36-85.3
  • Secretary: means the Secretary of the United States Department of Housing and Urban Development. See Virginia Code 36-85.3
  • Skirting: means a weather-resistant material used to enclose the space from the bottom of the manufactured home to grade. See Virginia Code 36-85.3
  • State: when applied to a part of the United States, includes any of the 50 states, the District of Columbia, the Commonwealth of Puerto Rico, Guam, the Northern Mariana Islands, and the United States Virgin Islands. See Virginia Code 1-245
  • state agency: means the same as that term is defined in § 2. See Virginia Code 1-206
  • this law: means the Virginia Industrialized Building Safety Law as provided in this chapter. See Virginia Code 36-71.1
  • this law: means the Virginia Manufactured Housing Construction and Safety Standards Law as embraced in this chapter. See Virginia Code 36-85.3
  • Tourism improvement district: means a district established by a locality under the provisions of this article. See Virginia Code 15.2-2413.1
  • Tourism improvement district plan: means a proposal for a tourism improvement district under the provisions of this article. See Virginia Code 15.2-2413.1
  • Town: means any existing town or an incorporated community within one or more counties which became a town before noon, July one, nineteen hundred seventy-one, as provided by law or which has within defined boundaries a population of 1,000 or more and which has become a town as provided by law. See Virginia Code 15.2-102
  • United States: includes the 50 states, the District of Columbia the Commonwealth of Puerto Rico, Guam, the Northern Mariana Islands and the United States Virgin Islands. See Virginia Code 1-255
  • Voting group: means all members of one or more classes that under the articles of incorporation or this chapter are entitled to vote and be counted together collectively on a matter at a meeting of members. See Virginia Code 13.1-803
  • written: means any information in the form of a document. See Virginia Code 13.1-803