Part 1 Board of Directors 31D-8-801 – 31D-8-811
Part 2 Meetings and Action of the Board 31D-8-820 – 31D-8-825
Part 3 Directors 31D-8-830 – 31D-8-833
Part 4 Officers 31D-8-840 – 31D-8-844
Part 5 Indemnification and Advance for Expenses 31D-8-850 – 31D-8-859
Part 6 Directors’ Conflicting Interest Transactions 31D-8-860

Terms Used In West Virginia Code > Chapter 31D > Article 8 - Directors and Officers

  • Advice and consent: Under the Constitution, presidential nominations for executive and judicial posts take effect only when confirmed by the Senate, and international treaties become effective only when the Senate approves them by a two-thirds vote.
  • 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.
  • Appropriation: The provision of funds, through an annual appropriations act or a permanent law, for federal agencies to make payments out of the Treasury for specified purposes. The formal federal spending process consists of two sequential steps: authorization
  • Articles of incorporation: includes , but is not limited to, amended and restated articles of incorporation and articles of merger. See West Virginia Code 31D-1-150
  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • Authority: means the governmental entity created in section five, article fifteen, chapter thirty-one, of this code. See West Virginia Code 7-27-3
  • Beneficiary: A person who is entitled to receive the benefits or proceeds of a will, trust, insurance policy, retirement plan, annuity, or other contract. Source: OCC
  • Business: means any activity engaged in by any person, or caused to be engaged in by any person, with the object of direct or indirect economic gain, benefit or advantage, and includes any purposeful revenue generating activity in a county of this state that imposes transportation sales and use taxes pursuant to this article. See West Virginia Code 7-27-3
  • Charter: shall mean , except where specific reference is made to a particular type of charter, either a special legislative charter (whether or not amended under the provisions of former §. See West Virginia Code 8-1-2
  • Commissioner of Highways: means the chief executive officer of the Division of Highways of the Department of Transportation provided in section one, article two-a, chapter . See West Virginia Code 7-27-3
  • Common law: The legal system that originated in England and is now in use in the United States. It is based on judicial decisions rather than legislative action.
  • 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.
  • County transportation sales tax: means the sales tax imposed by a county commission pursuant to this article. See West Virginia Code 7-27-3
  • County transportation use tax: means the use tax imposed by a county commission pursuant to this article. See West Virginia Code 7-27-3
  • Custom software: means software prepared for a particular customer to meet the specific needs or circumstances of the customer. See West Virginia Code 7-27-3
  • 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.
  • Defendant: In a civil suit, the person complained against; in a criminal case, the person accused of the crime.
  • Distribution: means a direct or indirect transfer of money or other property or incurrence of indebtedness by a corporation to or for the benefit of its shareholders in respect of any of its shares: Provided, That "distribution" does not include a direct or indirect transfer of a corporation'. See West Virginia Code 31D-1-150
  • Employee: includes an officer and may include a director: Provided, That the director has accepted duties that make him or her also an employee. See West Virginia Code 31D-1-150
  • Entitlement: A Federal program or provision of law that requires payments to any person or unit of government that meets the eligibility criteria established by law. Entitlements constitute a binding obligation on the part of the Federal Government, and eligible recipients have legal recourse if the obligation is not fulfilled. Social Security and veterans' compensation and pensions are examples of entitlement programs.
  • Entity: includes corporations and foreign corporations. See West Virginia Code 31D-1-150
  • 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.
  • Ex officio: Literally, by virtue of one's office.
  • Executive session: A portion of the Senate's daily session in which it considers executive business.
  • Executor: A male person named in a will to carry out the decedent
  • 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.
  • Foreign corporation: means a corporation for profit incorporated under a law other than the laws of this state. See West Virginia Code 31D-1-150
  • Forgery: The fraudulent signing or alteration of another's name to an instrument such as a deed, mortgage, or check. The intent of the forgery is to deceive or defraud. Source: OCC
  • Governing body: shall mean the mayor and council together, the council, the board of directors, the commission, or other board or body of any municipality, by whatever name called, as the case may be, charged with the responsibility of enacting ordinances and determining the public policy of such municipality. See West Virginia Code 8-1-2
  • 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.
  • highway association: means any entity created by the Legislature for the advancement and improvement of the state road and highway system, including, but not limited to, the New River Parkway Authority, Midland Trail Scenic Highway Association, Shawnee Parkway Authority, Corridor G Regional Development Authority, Coalfields Expressway Authority, Robert C. See West Virginia Code 7-27-3
  • in writing: include any representation of words, letters or figures, whether by printing, engraving, writing or otherwise. See West Virginia Code 2-2-10
  • Indemnification: In general, a collateral contract or assurance under which one person agrees to secure another person against either anticipated financial losses or potential adverse legal consequences. Source: FDIC
  • Individual: includes , but is not limited to, the estate of an incompetent or deceased individual. See West Virginia Code 31D-1-150
  • Injunction: An order of the court prohibiting (or compelling) the performance of a specific act to prevent irreparable damage or injury.
  • Joint committee: Committees including membership from both houses of teh legislature. Joint committees are usually established with narrow jurisdictions and normally lack authority to report legislation.
  • Joint meeting: An occasion, often ceremonial, when the House and Senate each adopt a unanimous consent agreement
  • judgment: includes decrees and orders for the payment of money or the conveyance or delivery of land or personal property, or some interest therein, or any undertaking, bond or recognizance which has the legal effect of a judgment. See West Virginia Code 2-2-10
  • 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
  • Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
  • Lien: A claim against real or personal property in satisfaction of a debt.
  • Municipality: is a word of art and shall mean and include any Class I, Class II, and Class III city, and any Class IV town or village, heretofore or hereafter incorporated as a municipal corporation under the laws of this state. See West Virginia Code 8-1-2
  • Nolo contendere: No contest-has the same effect as a plea of guilty, as far as the criminal sentence is concerned, but may not be considered as an admission of guilt for any other purpose.
  • oath: shall be deemed to include an affirmation and the word "swear" or "sworn" to be complied with if the person referred to make solemn affirmation. See West Virginia Code 2-2-7
  • Oath: A promise to tell the truth.
  • 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.
  • or his or her delegate: when used in reference to the Tax Commissioner, means any officer or employee of the state Tax Division duly authorized by the Tax Commissioner directly, or indirectly by one or more redelegations of authority, to perform the functions mentioned or described in this article or rules promulgated for this article. See West Virginia Code 7-27-3
  • or his or her designee: when used in reference to the Commissioner of Highways, means any officer or employee of the Division of Highways duly authorized by the commissioner directly, or indirectly by one or more redelegations of authority, to perform the functions mentioned or described in this article or rules promulgated for this article. See West Virginia Code 7-27-3
  • Ordinance: shall mean the ordinances and laws enacted by the governing body of a municipality in the exercise of its legislative power, and in one or more articles of this chapter, ordinances enacted by a county commission. See West Virginia Code 8-1-2
  • 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 any individual, firm, partnership, joint venture, joint stock company, association, public or private corporation, limited liability company, limited liability partnership, cooperative, estate, trust, business trust, receiver, executor, administrator, any other fiduciary, any representative appointed by order of any court or otherwise acting on behalf of others, or any other group or combination acting as a unit and the plural as well as the singular number. See West Virginia Code 7-27-3
  • Person: includes , but is not limited to, an individual and an entity. See West Virginia Code 31D-1-150
  • personal property: include goods, chattels, real and personal, money, credits, investments and the evidences thereof. See West Virginia Code 2-2-10
  • Personal property: All property that is not real property.
  • personal representative: include the executor of a will, the administrator of the estate of a deceased person, the administrator of such estate with the will annexed, the administrator de bonis non of such estate, whether there be a will or not, the sheriff or other officer lawfully charged with the administration of the estate of a deceased person, and every other curator or committee of a decedent&rsquo. See West Virginia Code 2-2-10
  • Plea: In a criminal case, the defendant's statement pleading "guilty" or "not guilty" in answer to the charges, a declaration made in open court.
  • Presiding officer: A majority-party Senator who presides over the Senate and is charged with maintaining order and decorum, recognizing Members to speak, and interpreting the Senate's rules, practices and precedents.
  • Probation officers: Screen applicants for pretrial release and monitor convicted offenders released under court supervision.
  • Purchase: means any transfer, exchange or barter, conditional or otherwise, in any manner or by any means, for a consideration. See West Virginia Code 7-27-3
  • Quorum: The number of legislators that must be present to do business.
  • real property: include lands, tenements and hereditaments, all rights thereto and interests therein except chattel interests. See West Virginia Code 2-2-10
  • Real property: Land, and all immovable fixtures erected on, growing on, or affixed to the land.
  • Recorder: shall mean the recorder, clerk, or other municipal officer, by whatever name called, charged with the responsibility of keeping the journal of the proceedings of the governing body of the municipality and other municipal records. See West Virginia Code 8-1-2
  • 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.
  • Retailer: means and includes every person engaging in the business of selling, leasing or renting tangible personal property or custom software or furnishing a taxable service for use within the meaning of this article, or in the business of selling, at auction, tangible personal property or custom software owned by the person or others for use in the county imposing taxes pursuant to this article. See West Virginia Code 7-27-3
  • Road: means a public highway, road, bridge, tunnel, or overpass to be used for the transportation of persons or goods including bicycle and pedestrian facilities. See West Virginia Code 7-27-3
  • Road construction project: means and includes any road construction project included in a road construction project plan that is adopted by a county commission pursuant to this article and approved by the Commissioner of Highways as provided in this article. See West Virginia Code 7-27-3
  • Sale: means any transaction resulting in the purchase or lease of tangible personal property, custom software or a taxable service from a retailer. See West Virginia Code 7-27-3
  • service: means and includes, but is not limited to, customer support services, help desk services, call center services, repair services, engineering services, installation service, assembly service, delivery service by means other than common carrier or the United States Postal Service, technical assistance services, the service of investigating, handling or otherwise assisting in resolving customer issues or complaints while in the county, the service of operating a mail order business or telephone, Internet or other remote order business from facilities located within the county, the service of operating a website or internet-based business from a location within the county imposing the use tax or any other service. See West Virginia Code 7-27-3
  • 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.
  • Shareholder: means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation. See West Virginia Code 31D-1-150
  • Shares: means the units into which the proprietary interests in a corporation are divided. See West Virginia Code 31D-1-150
  • state: when applied to a part of the United States and not restricted by the context, includes the District of Columbia and the several territories, and the words "United States" also include the said district and territories. See West Virginia Code 2-2-10
  • State: means a state of the United States, or the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States. See West Virginia Code 48-14-601
  • Statute: A law passed by a legislature.
  • Tax Commissioner: means the State Tax Commissioner provided in article one, chapter . See West Virginia Code 7-27-3
  • Taxpayer: means a taxpayer, as that term is defined in section two, article fifteen-b, chapter . See West Virginia Code 7-27-3
  • Tort: A civil wrong or breach of a duty to another person, as outlined by law. A very common tort is negligent operation of a motor vehicle that results in property damage and personal injury in an automobile accident.
  • Treasurer: shall mean the treasurer or other municipal officer, by whatever name called, exercising the power and authority commonly exercised by a treasurer. See West Virginia Code 8-1-2
  • Trustee: A person or institution holding and administering property in trust.
  • Uniform Commercial Code: A set of statutes enacted by the various states to provide consistency among the states' commercial laws. It includes negotiable instruments, sales, stock transfers, trust and warehouse receipts, and bills of lading. Source: OCC
  • United States: includes , but is not limited to, districts, authorities, bureaus, commissions, departments and any other agency of the United States. See West Virginia Code 31D-1-150
  • Voting group: means all shares of one or more classes or series that, pursuant to 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 West Virginia Code 31D-1-150