Terms Used In Virginia Code > Title 13.1 > Chapter 9 > Article 22 - Benefit Corporations

• 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 13.1-603
• Bed-and-breakfast operation: means a residential-type establishment that provides (i) two or more rental accommodations for transient guests and food service to a maximum of 18 transient guests on any single day for five or more days in any calendar year or (ii) at least one rental accommodation for transient guests and food service to a maximum of 18 transient guests on any single day for 30 or more days in any calendar year. See Virginia Code 35.1-1
• Benefit corporation: means a corporation organized pursuant to the provisions of this chapter:

  1. See Virginia Code 13.1-782

• Benefit enforcement proceeding: means any claim or action brought directly by a benefit corporation, or derivatively on behalf of a benefit corporation, against a director or officer for (i) failure to pursue the general public benefit purpose of the benefit corporation or any specific public benefit purpose set forth in its articles of incorporation or bylaws or otherwise adopted by its board of directors or (ii) a violation of a duty or standard of conduct under this article. See Virginia Code 13.1-782
• Campground: means any area, place, parcel, or tract of land, by whatever name called, on which three or more campsites are occupied or intended for occupancy, or facilities are established or maintained, wholly or in part, for the accommodation of camping units for periods of overnight or longer, whether the use of the campsites and facilities is granted gratuitously, or by rental fee, lease, or conditional sale, or by covenants, restrictions, and easements, including any travel trailer camp, recreation camp, family campground, camping resort, or camping community. See Virginia Code 35.1-1
• Certified food protection manager: means a person who has demonstrated proficiency in food safety issues, regulations, and techniques in maintaining a safe-food environment by passing a test and receiving a certification as part of a program that is accredited by the Board. See Virginia Code 35.1-1
• City: means any city or town in the Commonwealth. See Virginia Code 36-55.26
• 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 13.1-603
• Commissioner: means the State Health Commissioner. See Virginia Code 35.1-1
• Complaint: A written statement by the plaintiff stating the wrongs allegedly committed by the defendant.
• Conditional zoning: means , as part of classifying land within a locality into areas and districts by legislative action, the allowing of reasonable conditions governing the use of such property, such conditions being in addition to, or modification of the regulations provided for a particular zoning district or zone by the overall zoning ordinance. See Virginia Code 15.2-2201
• 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.
• County: means any county in the Commonwealth. See Virginia Code 36-55.26
• 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.
• Department: means the State Department of Health. See Virginia Code 35.1-1
• 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
• Electronic: means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities. See Virginia Code 13.1-603
• Employee: includes , unless otherwise provided in the bylaws, an officer but not a director. See Virginia Code 13.1-603
• Entity: includes any domestic or foreign corporation; any domestic or foreign nonstock corporation; any domestic or foreign unincorporated entity; any estate or trust; and any state, the United States and any foreign government. See Virginia Code 13.1-603
• 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}
• 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.
• Fiscal year: The fiscal year is the accounting period for the government. For the federal government, this begins on October 1 and ends on September 30. The fiscal year is designated by the calendar year in which it ends; for example, fiscal year 2006 begins on October 1, 2005 and ends on September 30, 2006.
• Fraud: Intentional deception resulting in injury to another.
• General public benefit: means a material positive impact on society and the environment taken as a whole, as measured by a third-party standard, from the business and operations of a benefit corporation. See Virginia Code 13.1-782
• 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
• Hotel: means any place offering to the public for compensation transitory lodging or sleeping accommodations, overnight or otherwise, including facilities known by varying nomenclatures or designations as hotels, motels, travel lodges, tourist homes, or hostels. See Virginia Code 35.1-1
• Housing lender: means any bank or trust company, mortgage banker approved by the Federal National Mortgage Association, savings bank, national banking association, savings and loan association or building and loan association, mortgage broker, mortgage company, mortgage lender, life insurance company, credit union, agency or authority of the Commonwealth or any other state, or locality authorized to finance housing loans on properties located in or outside of the Commonwealth to persons and families of any income. See Virginia Code 36-55.26
• 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
• Independent: means having no material relationship with a benefit corporation or a subsidiary of the benefit corporation, either directly as a shareholder of the benefit corporation or as a partner, a member, or an owner of a subsidiary of the benefit corporation or indirectly as a director, an officer, an owner, or a manager of an entity that has a material relationship with the benefit corporation or a subsidiary of the benefit corporation. See Virginia Code 13.1-782
• Individual: means a natural person. See Virginia Code 13.1-603
• Injunction: An order of the court prohibiting (or compelling) the performance of a specific act to prevent irreparable damage or injury.
• Interest: means either or both of the following rights under the organic law governing an unincorporated entity:

  1. See Virginia Code 13.1-603

• Land development: means the process of acquiring land for residential housing construction, and of making, installing, or constructing nonresidential housing improvements, including, without limitation, waterlines and water supply installations, sewer lines and sewage disposal and treatment installations, steam, gas and electric lines and installations, roads, streets, curbs, gutters, sidewalks, storm drainage facilities, other related pollution control facilities, and other installations or works, whether on or off the site, which HDA deems necessary or desirable to prepare such land primarily for residential housing construction within the Commonwealth. See Virginia Code 36-55.26
• Litigation: A case, controversy, or lawsuit. Participants (plaintiffs and defendants) in lawsuits are called litigants.
• Loan servicer: means any person who, on behalf of a housing lender, collects or receives payments, including payments of principal, interest, escrow amounts, and other amounts due, on obligations due and owing to the housing lender pursuant to a residential mortgage loan or who, when the borrower is in default or in foreseeable likelihood of default, works on behalf of the housing lender with the borrower to modify or refinance, either temporarily or permanently, the obligations in order to avoid foreclosure or otherwise to finalize collection through the foreclosure process. See Virginia Code 36-55.26
• 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
• Mixed use development: means property that incorporates two or more different uses, and may include a variety of housing types, within a single development. See Virginia Code 15.2-2201
• Mortgage: means a mortgage deed, deed of trust, or other security instrument which shall constitute a lien in the Commonwealth on improvements and real property in fee simple, on a leasehold under a lease having a remaining term, which at the time such mortgage is acquired does not expire for at least that number of years beyond the maturity date of the interest-bearing obligation secured by such mortgage as is equal to the number of years remaining until the maturity date of such obligation or on personal property, contract rights or other assets. See Virginia Code 36-55.26
• Mortgage: The written agreement pledging property to a creditor as collateral for a loan.
• Multifamily residential housing: means residential housing other than single-family residential housing, as hereinafter defined. See Virginia Code 36-55.26
• New residential development: means any construction or building expansion on residentially zoned property, including a residential component of a mixed-use development, that results in either one or more additional residential dwelling units or, otherwise, fewer residential dwelling units, beyond what may be permitted by right under the then-existing zoning of the property, when such new residential development requires a rezoning or proffer condition amendment. See Virginia Code 15.2-2303.4
• New residential use: means any use of residentially zoned property that requires a rezoning or that requires a proffer condition amendment to allow for new residential development. See Virginia Code 15.2-2303.4
• 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.
• Offsite proffer: means a proffer addressing an impact outside the boundaries of the property to be developed and shall include all cash proffers. See Virginia Code 15.2-2303.4
• Person: means an individual, corporation, partnership, association, or any other legal entity. See Virginia Code 35.1-1
• Person: includes an individual and an entity. See Virginia Code 13.1-603
• 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.
• Persons and families of low and moderate income: means persons and families, irrespective of race, creed, national origin, sex, sexual orientation, or gender identity, determined by the HDA to require such assistance as is made available by this chapter on account of insufficient personal or family income taking into consideration, without limitation, such factors as follows: (i) the amount of the total income of such persons and families available for housing needs, (ii) the size of the family, (iii) the cost and condition of housing facilities available, (iv) the ability of such persons and families to compete successfully in the normal private housing market and to pay the amounts at which private enterprise is providing sanitary, decent and safe housing, and (v) if appropriate, standards established for various federal programs determining eligibility based on income of such persons and families. See Virginia Code 36-55.26
• Proceeding: includes civil suit and criminal, administrative, and investigatory action. See Virginia Code 13.1-603
• Process: includes subpoenas, the summons and complaint in a civil action, and process in statutory actions. See Virginia Code 1-237
• Proffer condition amendment: means an amendment to an existing proffer statement applicable to a property or properties. See Virginia Code 15.2-2303.4
• Public facilities: means public transportation facilities, public safety facilities, public school facilities, or public parks. See Virginia Code 15.2-2303.4
• Public facility improvement: means an offsite public transportation facility improvement, a public safety facility improvement, a public school facility improvement, or an improvement to or construction of a public park. See Virginia Code 15.2-2303.4
• public park: shall include playgrounds and other recreational facilities. See Virginia Code 15.2-2303.4
• Public safety facility improvement: means construction of new law-enforcement, fire, emergency medical, and rescue facilities or expansion of existing public safety facilities, to include all buildings, structures, parking, and other costs directly related thereto. See Virginia Code 15.2-2303.4
• Public school facility improvement: means construction of new primary and secondary public schools or expansion of existing primary and secondary public schools, to include all buildings, structures, parking, and other costs directly related thereto. See Virginia Code 15.2-2303.4
• Public transportation facility improvement: means (i) construction of new roads; (ii) improvement or expansion of existing roads and related appurtenances as required by applicable standards of the Virginia Department of Transportation, or the applicable standards of a locality; and (iii) construction, improvement, or expansion of buildings, structures, parking, and other facilities directly related to transit. See Virginia Code 15.2-2303.4
• Real property: Land, and all immovable fixtures erected on, growing on, or affixed to the land.
• 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.
• Remand: When an appellate court sends a case back to a lower court for further proceedings.
• Residential housing: means a specific work or improvement within the Commonwealth, whether multifamily residential housing or single-family residential housing undertaken primarily to provide dwelling accommodations, including the acquisition, construction, rehabilitation, preservation or improvement of land, buildings and improvements thereto, for residential housing, and such other nonhousing facilities as may be incidental, related, or appurtenant thereto. See Virginia Code 36-55.26
• Residentially zoned property: means property zoned or proposed to be zoned for either single-family or multifamily housing. See Virginia Code 15.2-2303.4
• Restaurant: means :

  1. See Virginia Code 35.1-1

• Shareholder: means a record shareholder. See Virginia Code 13.1-603
• Shares: means the units into which the proprietary interests in a corporation are divided. See Virginia Code 13.1-603
• Small area comprehensive plan: means that portion of a comprehensive plan adopted pursuant to § 15. See Virginia Code 15.2-2303.4
• Special exception: means a special use that is a use not permitted in a particular district except by a special use permit granted under the provisions of this chapter and any zoning ordinances adopted herewith. See Virginia Code 15.2-2201
• Specific public benefit: means a benefit that serves one or more public welfare, religious, charitable, scientific, literary, or educational purposes, or other purpose or benefit beyond the strict interest of the shareholders of the benefit corporation, including:

  1. See Virginia Code 13.1-782

• 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
• Statute: A law passed by a legislature.
• Street: means highway, street, avenue, boulevard, road, lane, alley, or any public way. See Virginia Code 15.2-2201
• Subsidiary: means , in relation to an individual, an entity in which the individual either (i) owns directly or indirectly equity interests entitled to cast a majority of the votes entitled to be cast generally in an election of directors or members of the governing body of the entity or (ii) otherwise owns or controls voting or contractual power to exercise effective governing control of the entity. See Virginia Code 13.1-782
• Summer camp: means any building, tent, or vehicle, or group of buildings, tents, or vehicles, if operated as one place or establishment, or any other place or establishment, public or private, together with the land and waters adjacent thereto, that is operated or used in this Commonwealth for the entertainment, education, recreation, religious instruction or activities, physical education, or health of persons under 18 years of age who are not related to the operator of such place or establishment by blood or marriage within the third degree of consanguinity or affinity, if 12 or more such persons at any one time are accommodated, gratuitously or for compensation, overnight and during any portion of more than two consecutive days. See Virginia Code 35.1-1
• Third-party standard: means a recognized standard for defining, reporting, and assessing corporate social and environmental performance that:

  1. See Virginia Code 13.1-782

• 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
• 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
• Variance: means , in the application of a zoning ordinance, a reasonable deviation from those provisions regulating the shape, size, or area of a lot or parcel of land or the size, height, area, bulk, or location of a building or structure when the strict application of the ordinance would unreasonably restrict the utilization of the property, and such need for a variance would not be shared generally by other properties, and provided such variance is not contrary to the purpose of the ordinance. See Virginia Code 15.2-2201
• written: means any information in the form of a document. See Virginia Code 13.1-603