Terms Used In Virginia Code > Title 32.1 > Chapter 14 - Virginia Foundation for Healthy Youth

• Agreement: means the agreement or agreements between the Commonwealth, as seller of the Tobacco Assets, and the Corporation, as purchaser of the Tobacco Assets. See Virginia Code 32.1-354
• 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 13.1-603
• Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
• associate: shall mean (i) any other person who directly or indirectly controls, or is controlled by or under common control with, any such person or who is acting or intends to act jointly or in concert with any such person in connection with the acquisition of or exercise of beneficial ownership over shares; (ii) any corporation or organization of which any such person is an officer, director, manager or partner or as to which any such person performs a similar function; (iii) any other person having direct or indirect beneficial ownership of 10 percent or more of any class of equity securities of any such person; (iv) any trust or estate in which any such person has a beneficial interest or as to which any such person serves as trustee or in a similar fiduciary capacity; and (v) any relative or spouse of any such person, or any relative of such spouse, any one of whom has the same residence as any such person. See Virginia Code 13.1-728.1
• Beneficial ownership: means the sole or shared power to dispose or direct the disposition of shares, or the sole or shared power to vote or direct the voting of shares, or the sole or shared power to acquire shares, including any such power that is not immediately exercisable, whether such power is direct or indirect or through any contract, arrangement, understanding, relationship or otherwise. See Virginia Code 13.1-728.1
• Bequest: Property gifted by will.
• Board: means the Board of Trustees of the Foundation appointed pursuant to § 32. See Virginia Code 32.1-354
• 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
• Contract: A legal written agreement that becomes binding when signed.
• control: shall mean the possession, direct or indirect, of the power to direct or to cause the direction of the management or policies of a person, whether through the ownership of voting securities, by contract, arrangement or understanding, or otherwise. See Virginia Code 13.1-728.1
• Control share acquisition: means the direct or indirect acquisition, other than in an excepted acquisition, by any person of beneficial ownership of shares of a public corporation that, except for this article, would have voting rights and would, when added to all other shares of such public corporation which then have voting rights and are beneficially owned by such person, would cause such person to become entitled, immediately upon acquisition of such shares, to vote or direct the vote of, shares having voting power within any of the following ranges of the votes entitled to be cast in an election of directors: (i) one-fifth or more but less than one-third of such votes; (ii) one-third or more but less than a majority of such votes; or (iii) a majority or more of such votes. See Virginia Code 13.1-728.1
• Corporation: means the Tobacco Settlement Financing Corporation as created under state law. See Virginia Code 32.1-354
• 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 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.
• Department: means the State Department of Health. See Virginia Code 32.1-3
• 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
• Director: means the director of the Foundation appointed pursuant to § 32. See Virginia Code 32.1-354
• Distribution: means a direct or indirect transfer of cash or other property, except the corporation's own shares, or incurrence of indebtedness by a corporation to or for the benefit of its shareholders in respect of any of its shares. 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
• Endowment: means the Virginia Tobacco Settlement Foundation Endowment established pursuant to § 32. See Virginia Code 32.1-354
• 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
• 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.
• Excepted acquisition: means the acquisition of shares of a public corporation in any of the following circumstances:

  1. See Virginia Code 13.1-728.1

• Fair market value: The price at which an asset would change hands in a transaction between a willing, informed buyer and a willing, informed seller.
• Fiduciary: A trustee, executor, or administrator.
• 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.
• Foundation: means the Virginia Foundation for Healthy Youth, created pursuant to § 32. See Virginia Code 32.1-354
• Foundation Allocation: means 10 percent of the annual amount received under the Master Settlement Agreement by the Commonwealth, or that would have been received but for the sale of such allocation pursuant to an agreement, between the starting and ending dates specified in the agreement. See Virginia Code 32.1-354
• Fund: means the Virginia Tobacco Settlement Fund established pursuant to § 32. See Virginia Code 32.1-354
• 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
• 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
• Interest: means either or both of the following rights under the organic law governing an unincorporated entity:

  1. See Virginia Code 13.1-603

• Interested shares: means the shares of a public corporation the voting of which in an election of directors may be exercised or directed by any of the following persons: (i) an acquiring person with respect to a control share acquisition; (ii) any officer of such public corporation; or (iii) any employee of such public corporation who is also a director of the corporation. See Virginia Code 13.1-728.1
• 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.
• 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.
• local government: shall be construed to mean a county, city, or town as the context may require. See Virginia Code 15.2-102
• Local planning commission: means a municipal planning commission or a county planning commission. See Virginia Code 15.2-2201
• Locality: means a county, city, or town as the context may require. See Virginia Code 1-221
• Merger: means a transaction pursuant to § 13. See Virginia Code 13.1-603
• Mortgage: The written agreement pledging property to a creditor as collateral for a loan.
• Nonlegislative citizen member: means any natural person who is not a member of the General Assembly of Virginia. See Virginia Code 1-225
• 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.
• Period of sale: means the time during which a purchase under an agreement is entitled to receive the Foundation Allocation. See Virginia Code 32.1-354
• Person: includes an individual and an entity. See Virginia Code 13.1-603
• Person: includes an associate of any person. See Virginia Code 13.1-728.1
• 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.
• Precedent: A court decision in an earlier case with facts and law similar to a dispute currently before a court. Precedent will ordinarily govern the decision of a later similar case, unless a party can show that it was wrongly decided or that it differed in some significant way.
• Preliminary subdivision plat: means the proposed schematic representation of development or subdivision that establishes how the provisions of §§ 15. See Virginia Code 15.2-2201
• 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 13.1-603
• Process: includes subpoenas, the summons and complaint in a civil action, and process in statutory actions. See Virginia Code 1-237
• Public corporation: means a corporation that has shares listed on a national securities exchange or regularly traded in a market maintained by one or more members of a national or affiliated securities association. See Virginia Code 13.1-603
• 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 fixed for determining the identity of the corporation's shareholders and their shareholdings for purposes of this chapter. See Virginia Code 13.1-603
• Recourse: An arrangement in which a bank retains, in form or in substance, any credit risk directly or indirectly associated with an asset it has sold (in accordance with generally accepted accounting principles) that exceeds a pro rata share of the bank's claim on the asset. If a bank has no claim on an asset it has sold, then the retention of any credit risk is recourse. ^{Source: FDIC}
• 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.
• Secretary: means the corporate officer or other individual to whom the board of directors has delegated responsibility under subsection C of § 13. See Virginia Code 13.1-603
• Settlement: Parties to a lawsuit resolve their difference without having a trial. Settlements often involve the payment of compensation by one party in satisfaction of the other party's claims.
• 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
• Site plan: means the proposal for a development or a subdivision including all covenants, grants or easements and other conditions relating to use, location and bulk of buildings, density of development, common open space, public facilities and such other information as required by the subdivision ordinance to which the proposed development or subdivision is subject. See Virginia Code 15.2-2201
• 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
• Street: means highway, street, avenue, boulevard, road, lane, alley, or any public way. See Virginia Code 15.2-2201
• Subsidiary: means , as to any corporation, any other corporation of which it owns, directly or indirectly, voting shares entitled to cast a majority of the votes entitled to be cast generally in an election of directors of such other corporation. See Virginia Code 13.1-603
• Tobacco Assets: means all right, title, and interest in and to the portion of the Foundation Allocation that may be sold to the Corporation from time to time. See Virginia Code 32.1-354
• 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
• 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
• United States: includes district, authority, bureau, commission, department, and any other agency of the United States. See Virginia Code 13.1-603
• 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
• Voting power: means the current power to vote in the election of directors. See Virginia Code 13.1-603