Terms Used In Virginia Code > Title 30 > Chapter 47 - MEI Project Approval Commission

• Articles of incorporation: means all documents constituting, at any particular time, the charter of a corporation. See Virginia Code 13.1-603
• Commission: means the State Corporation Commission of Virginia. See Virginia Code 13.1-603
• Continuance: Putting off of a hearing ot trial until a later time.
• Corporate action: means any action taken by or on behalf of the corporation, including any action taken by the incorporator, the board of directors, a committee, an officer or agent of the corporation, or the shareholders. See Virginia Code 13.1-614.1
• County: means any existing county or such unit hereafter created. See Virginia Code 15.2-102
• Date of the defective corporate action: means the date, or the approximate date if the exact date is unknown, the defective corporate action was purported to have been taken. See Virginia Code 13.1-614.1
• Defective corporate action: means (i) any corporate action purportedly taken that is, and at the time such corporate action was purportedly taken would have been, within the power of the corporation, but is void or voidable due to a failure of authorization, or (ii) an over-issuance of shares. See Virginia Code 13.1-614.1
• Document: means (i) any tangible medium on which information is inscribed, and includes handwritten, typed, printed, or similar instruments and copies of such instruments, or (ii) an electronic record. See Virginia Code 13.1-603
• Failure of authorization: means the failure to authorize, approve, or otherwise effect a corporate action in compliance with the provisions of this chapter, the articles of incorporation or bylaws, a corporate resolution, or any plan or agreement to which the corporation is a party, if and to the extent such failure would render such corporate action voidable. See Virginia Code 13.1-614.1
• MEI project: means the same as that term is defined in § 2. See Virginia Code 30-309
• Merger: means a transaction pursuant to § 13. See Virginia Code 13.1-603
• Over-issuance of shares: means the purported issuance of:

  1. See Virginia Code 13.1-614.1

• Person: includes an individual and an entity. See Virginia Code 13.1-603
• Proceeding: includes civil suit and criminal, administrative, and investigatory action. See Virginia Code 13.1-603
• Putative shares: means the shares of any class or series of the corporation, including shares issued upon exercise of rights, options, warrants, or other securities convertible into shares of the corporation, or interests with respect to such shares, that were created or issued as a result of a defective corporate action, that (i) but for any failure of authorization would constitute valid shares or (ii) cannot be determined by the board of directors to be valid shares. See Virginia Code 13.1-614.1
• Record date: means the date fixed for determining the identity of the corporation's shareholders and their shareholdings for purposes of this chapter. See Virginia Code 13.1-603
• Share exchange: means a transaction pursuant to § 13. See Virginia Code 13.1-603
• 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
• 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
• Valid shares: means the shares of any class or series of the corporation that have been duly authorized and validly issued in accordance with this chapter, including as a result of ratification or validation under this article. See Virginia Code 13.1-614.1
• Voting group: means all shares of one or more classes or series 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 shareholders. See Virginia Code 13.1-603