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Virginia Code > Title 13.1 > Chapter 10 > Article 7 – Members and Meetings

§ 13.1-837 Members
§ 13.1-838 Annual meeting
§ 13.1-839 Special meeting
§ 13.1-840 Court-ordered meeting
§ 13.1-841 Corporate action without meeting
§ 13.1-842 Notice of meeting
§ 13.1-843 Waiver of notice
§ 13.1-844 Record date
§ 13.1-844.1 Conduct of the meeting
§ 13.1-844.2 Remote participation in annual and special meetings
§ 13.1-845 Members’ list for meeting
§ 13.1-846 Voting entitlement of members
§ 13.1-847 Proxies
§ 13.1-847.1 Voting procedures and inspectors of elections
§ 13.1-848 Corporation’s acceptance of votes
§ 13.1-849 Quorum and voting requirements for voting groups
§ 13.1-850 Action by single and multiple voting groups
§ 13.1-851 Change in quorum or voting requirements
§ 13.1-852 Voting for directors; cumulative voting

Terms Used In Virginia Code > Title 13.1 > Chapter 10 > Article 7 - Members and Meetings

  • Adjourn: A motion to adjourn a legislative chamber or a committee, if passed, ends that day's session.
  • Administrator: means the Director of the Department of Housing and Community Development or his designee. See Virginia Code 36-71.1
  • 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.
  • Answer: The formal written statement by a defendant responding to a civil complaint and setting forth the grounds for defense.
  • Appeal: A request made after a trial, asking another court (usually the court of appeals) to decide whether the trial was conducted properly. To make such a request is "to appeal" or "to take an appeal." One who appeals is called the appellant.
  • 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.
  • Attorney-in-fact: A person who, acting as an agent, is given written authorization by another person to transact business for him (her) out of court.
  • 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.
  • Bequest: Property gifted by will.
  • Board: means the Board of Housing and Community Development. See Virginia Code 36-71.1
  • 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
  • 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
  • Compliance assurance agency: means an architect or professional engineer registered in Virginia, or an organization, determined by the Department to be specially qualified by reason of facilities, personnel, experience and demonstrated reliability, to investigate, test and evaluate industrialized buildings; to list such buildings complying with standards at least equal to those promulgated by the Board; to provide adequate follow-up services at the point of manufacture to ensure that production units are in full compliance; and to provide a label as evidence of compliance on each manufactured section or module. See Virginia Code 36-71.1
  • Contract: A legal written agreement that becomes binding when signed.
  • 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
  • Development: means a tract of land developed or to be developed as a unit under single ownership or unified control which is to be used for any business or industrial purpose or is to contain three or more residential dwelling units. See Virginia Code 15.2-2201
  • Devise: To gift property by will.
  • Docket: A log containing brief entries of court proceedings.
  • 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
  • Employee: includes , unless otherwise provided in the bylaws, an officer but not a director. See Virginia Code 13.1-803
  • Entity: includes any domestic or foreign corporation; any domestic or foreign stock corporation; any domestic or foreign unincorporated entity; any estate or trust; and any state, the United States, and any foreign government. See Virginia Code 13.1-803
  • 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.
  • Executor: A male person named in a will to carry out the decedent
  • Fiduciary: A trustee, executor, or administrator.
  • 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
  • Guardian: A person legally empowered and charged with the duty of taking care of and managing the property of another person who because of age, intellect, or health, is incapable of managing his (her) own affairs.
  • 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
  • Industrialized building: means a combination of one or more sections or modules, subject to state regulations and including the necessary electrical, plumbing, heating, ventilating and other service systems, manufactured off-site and transported to the point of use for installation or erection, with or without other specified components, to comprise a finished building. See Virginia Code 36-71.1
  • 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.
  • Lien: A claim against real or personal property in satisfaction of a debt.
  • local government: shall be construed to mean a county, city, or town as the context may require. See Virginia Code 15.2-102
  • Locality: means a county, city, or town as the context may require. See Virginia Code 1-221
  • 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
  • Membership interest: means the interest of a member in a domestic or foreign corporation, including voting and all other rights associated with membership. See Virginia Code 13.1-803
  • Oversight: Committee review of the activities of a Federal agency or program.
  • 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
  • Pleadings: Written statements of the parties in a civil case of their positions. In the federal courts, the principal pleadings are the complaint and the answer.
  • 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
  • Public facilities: means public transportation facilities, public safety facilities, public school facilities, or public parks. See Virginia Code 15.2-2303.4
  • 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.
  • Record date: means the date established under Article 7 (§ 13. See Virginia Code 13.1-803
  • Registered: means that an industrialized building displays a registration seal issued by the Department of Housing and Community Development. See Virginia Code 36-71.1
  • Remainder: An interest in property that takes effect in the future at a specified time or after the occurrence of some event, such as the death of a life tenant.
  • signature: means , with present intent to authenticate or adopt a document: (i) to execute or adopt a tangible symbol to a document, and includes any manual, facsimile, or conformed signature; or (ii) to attach to or logically associate with an electronic transmission an electronic sound, symbol, or process, and includes an electronic signature in an electronic transmission. See Virginia Code 13.1-803
  • 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
  • Testimony: Evidence presented orally by witnesses during trials or before grand juries.
  • this law: means the Virginia Industrialized Building Safety Law as provided in this chapter. See Virginia Code 36-71.1
  • 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
  • Town: means any existing town or an incorporated community within one or more counties which became a town before noon, July 1, 1971, 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 1-254
  • Trustee: A person or institution holding and administering property in trust.
  • 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
  • User fees: Fees charged to users of goods or services provided by the government. In levying or authorizing these fees, the legislature determines whether the revenue should go into the treasury or should be available to the agency providing the goods or services.
  • 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
  • Voting power: means the current power to vote in the election of directors. See Virginia Code 13.1-803
  • written: means any information in the form of a document. See Virginia Code 13.1-803

Virginia Code > Title 13.1 > Chapter 10 > Article 7 – 1. Member or Director Agreements

§ 13.1-852.1 Member or director agreements
§ 13.1-852.2 Voting agreements

Terms Used In Virginia Code > Title 13.1 > Chapter 10 > Article 7 - 1. Member or Director Agreements

  • 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
  • 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.
  • Appeal: A request made after a trial, asking another court (usually the court of appeals) to decide whether the trial was conducted properly. To make such a request is "to appeal" or "to take an appeal." One who appeals is called the appellant.
  • Articles of incorporation: means all documents constituting, at any particular time, the charter of a corporation. See Virginia Code 13.1-803
  • 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
  • Board: means the Board of Housing and Community Development. See Virginia Code 36-71.1
  • 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
  • Business: means a business of any kind located in a tourism improvement district. See Virginia Code 15.2-2413.1
  • Business fee: means any fee charged to a benefited business pursuant to this article. See Virginia Code 15.2-2413.1
  • Business owner: means any person recognized by a locality as the owner of a business subject to a business fee. See Virginia Code 15.2-2413.1
  • 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
  • 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
  • Department: means the Department of Housing and Community Development. See Virginia Code 36-71.1
  • Employee: includes , unless otherwise provided in the bylaws, an officer but not a director. See Virginia Code 13.1-803
  • Fee: means a fee charged by a locality in accordance with a tourism improvement district plan. See Virginia Code 15.2-2413.1
  • Includes: means includes, but not limited to. See Virginia Code 1-218
  • Industrialized building: means a combination of one or more sections or modules, subject to state regulations and including the necessary electrical, plumbing, heating, ventilating and other service systems, manufactured off-site and transported to the point of use for installation or erection, with or without other specified components, to comprise a finished building. See Virginia Code 36-71.1
  • Interest rate: The amount paid by a borrower to a lender in exchange for the use of the lender's money for a certain period of time. Interest is paid on loans or on debt instruments, such as notes or bonds, either at regular intervals or as part of a lump sum payment when the issue matures. Source: OCC
  • Locality: means any county, city, or town in the Commonwealth. See Virginia Code 15.2-2413.1
  • Locality: means a county, city, or town as the context may require. See Virginia Code 1-221
  • 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
  • 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.
  • 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
  • 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
  • this law: means the Virginia Industrialized Building Safety Law as provided in this chapter. See Virginia Code 36-71.1
  • 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 power: means the current power to vote in the election of directors. See Virginia Code 13.1-803
  • written: means any information in the form of a document. See Virginia Code 13.1-803