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

• Adult: means a person who is at least eighteen years of age. See West Virginia Code 49-1-202
• 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.
• Affidavit: A written statement of facts confirmed by the oath of the party making it, before a notary or officer having authority to administer oaths.
• Allegation: something that someone says happened.
• 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.
• 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
• Approval: means a finding by the Secretary of the Department of Health and Human Resources that a facility operated by the state has met the requirements of legislative rules promulgated for operation of that facility and that a certificate of approval or a certificate of operation has been issued. See West Virginia Code 49-1-203
• Arrest: Taking physical custody of a person by lawful authority.
• Articles of incorporation: includes , but is not limited to, amended and restated articles of incorporation and articles of merger. See West Virginia Code 31E-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
• Baseline: Projection of the receipts, outlays, and other budget amounts that would ensue in the future without any change in existing policy. Baseline projections are used to gauge the extent to which proposed legislation, if enacted into law, would alter current spending and revenue levels.
• board of directors: means the group of persons vested with management of the affairs of the corporation irrespective of the name by which the group is designated. See West Virginia Code 31E-1-150
• 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
• child: means an individual who meets one of the following conditions:

  (A) Is under thirteen years of age. See West Virginia Code 49-1-202

• child abuse or neglect: means any act or omission that creates an abused child or a neglected child as those terms are defined in this section. See West Virginia Code 49-1-201
• City: is a word of art and shall mean, include, and be limited to any Class I, Class II, and Class III city, as classified in section three of this article (except in those instances where the context in which used clearly indicates that a particular class of city is intended), heretofore or hereafter incorporated as a municipal corporation under the laws of this state, however created and whether operating under: (i) A special legislative charter. See West Virginia Code 8-1-2
• Code: shall mean the Code of West Virginia, 1931, as heretofore and hereafter amended. 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 areas: means , but is not limited to, lawns, roads, streets, alleys, sidewalks, parks, waterways, driveways, stairways, hallways, lobbies, corridors, sidewalks, parking lots, parking garages, community swimming pools, community laundry facilities, elevators, roofs, maintenance buildings, maintenance facilities, stairways, lobbies, corridors, and other property available for common use by all tenants and groups of tenants and their invitees. See West Virginia Code 5B-2L-3
• Community services: means nonresidential prevention or intervention services or programs that are intended to reduce delinquency and future court involvement. See West Virginia Code 49-1-206
• 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 commission: shall mean the governmental body created by section 22, article eight of the Constitution of this state, or any existing tribunal created in lieu of a county commission. See West Virginia Code 8-1-2
• Court: means the circuit court of the county with jurisdiction of the case or the judge in vacation unless otherwise specifically provided. See West Virginia Code 49-1-207
• Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
• Defendant: In a civil suit, the person complained against; in a criminal case, the person accused of the crime.
• Department of Economic Development: means the West Virginia Department of Economic Development established under the provisions of §. See West Virginia Code 5B-2L-3
• 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 members in respect of any of its membership interests or to or for the benefit of its officers or directors: Provided, That the payment of reasonable compensation for services rendered, the reimbursement of reasonable expenses, the granting of benefits to members in conformity with the corporation'. See West Virginia Code 31E-1-150
• Division of Juvenile Services: means the division within the West Virginia Department of Military Affairs and Public Safety. See West Virginia Code 49-1-208
• Docket: A log containing brief entries of court proceedings.
• eligible taxpayer: means any approved company:

  (i) That has made qualified investment in certified BUILD WV project property or any group of multiple party project participants that has made qualified investment in certified BUILD WV project property. See West Virginia Code 5B-2L-3

• 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 31E-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 corporation and foreign corporations. See West Virginia Code 31E-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}
• Ex officio: Literally, by virtue of one's office.
• Executive Director of the West Virginia Economic Development Authority: means the chief executive officer of the West Virginia Economic Development Authority created in section five, article fifteen, chapter thirty-one, of this code. See West Virginia Code 7-27-3
• Facility: means a place or residence, including personnel, structures, grounds, and equipment used for the care of a child or children on a residential or other basis for any number of hours a day in any shelter or structure maintained for that purpose. See West Virginia Code 49-1-206
• 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 any nonprofit corporation which is incorporated under a law other than the laws of this state. See West Virginia Code 31E-1-150
• Fraud: Intentional deception resulting in injury to another.
• 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
• in writing: includes 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 31E-1-150
• Infrastructure: means , and is limited to, the real and tangible personal property located in a project that is directly used in, and necessary for, providing broadband internet access, electricity, water, natural gas, sewer service, sewage treatment service, rubbish disposal, and other utility services for residential units within a certified BUILD WV project. See West Virginia Code 5B-2L-3
• 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.
• 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.
• Juvenile: means any person under eighteen years of age or is a transitioning adult. See West Virginia Code 49-1-202
• Laws of the state: includes the Constitution of the State of West Virginia and the Constitution of the United States, and treaties and laws made in pursuance thereof. See West Virginia Code 2-2-10
• 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.
• Mayor: shall mean the individual called mayor unless as to a particular municipality a commissioner (in a commission form of government) or the city manager (in a manager form of government) is designated or constituted by charter provision as the principal or chief executive officer or chief administrator thereof, in which event the term "mayor" shall mean as to such municipality such commissioner or city manager unless as to any particular power, authority, duty or function specified in this chapter to be exercised, discharged or fulfilled by the mayor it is provided by charter provision or ordinance that such particular power, authority, duty, or function shall be exercised, discharged, or fulfilled by the individual called mayor and not by a commissioner or city manager, in which event such particular power, authority, duty, or function shall in fact be exercised, discharged, or fulfilled in and for such municipality by the individual called mayor: Provided, That in the exercise and discharge of the ex officio justice of the peace, conservator of the peace, and mayor's court functions specified in this chapter, the term "mayor" shall always mean the individual called mayor. See West Virginia Code 8-1-2
• Member: means a person having membership rights in a corporation in accordance with the provisions of its certificate of incorporation or bylaws. See West Virginia Code 31E-1-150
• 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.
• 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.
• Offense: includes every act or omission for which a fine, forfeiture, or punishment is imposed by law. See West Virginia Code 2-2-10
• 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 , but is not limited to, an individual and an entity. See West Virginia Code 31E-1-150
• Person: shall mean any individual, firm, partnership, corporation, company, association, joint-stock association, or any other entity or organization of whatever character or description. See West Virginia Code 8-1-2
• Personal property: All property that is not real property.
• personal property: includes goods, chattels, real and personal, money, credits, investments, and the evidences thereof. 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.
• Principal office: means the office so designated in the return required pursuant to section three, article twelve-c, chapter . See West Virginia Code 31E-1-150
• Proceeding: includes , but is not limited to, civil suits and criminal, administrative and investigatory actions. See West Virginia Code 31E-1-150
• project: means BUILD WV project that has received the certification of the Department of Economic Development in accordance with this article, and for which certification remains current and in effect. See West Virginia Code 5B-2L-3
• Quorum: The number of legislators that must be present to do business.
• 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
• Registered office: means the address of the registered agent for the corporation, as provided in section five hundred one, article five of this chapter. See West Virginia Code 31E-1-150
• 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.
• Reporter: Makes a record of court proceedings and prepares a transcript, and also publishes the court's opinions or decisions (in the courts of appeals).
• Resident: shall mean any individual who maintains a usual and bona fide place of abode within the corporate limits of a municipality or within the boundaries of a territory referred to in this chapter, as the case may be. See West Virginia Code 8-1-2
• 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
• Road project: means any project to acquire, design, construct, expand, renovate, extend, enlarge, increase, equip, improve, maintain or operate a road in this state, including, but not limited to, providing bicycle and pedestrian facilities in conjunction with a road in this state, that is under the jurisdiction of the Division of Highways. See West Virginia Code 7-27-3
• Secretary: means the corporate officer to whom the board of directors has delegated responsibility under subsection (c), section eight hundred forty, article eight of this chapter for custody of the minutes of the meetings of the board of directors and the meetings of the members and for authenticating records of the corporation. See West Virginia Code 31E-1-150
• Secretary: means the Secretary of the West Virginia Department of Health and Human Resources. See West Virginia Code 49-1-208
• Serious physical abuse: means bodily injury which creates a substantial risk of death, causes serious or prolonged disfigurement, prolonged impairment of health, or prolonged loss or impairment of the function of any bodily organ. See West Virginia Code 49-1-201
• 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.
• Sexual abuse: means :

  (A) Sexual intercourse, sexual intrusion, sexual contact, or conduct proscribed by §. See West Virginia Code 49-1-201

• Sexual contact: means sexual contact as that term is defined in §. See West Virginia Code 49-1-201
• Sexual intercourse: means sexual intercourse as that term is defined in §. See West Virginia Code 49-1-201
• Sexual intrusion: means sexual intrusion as that term is defined in §. See West Virginia Code 49-1-201
• 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
• Summons: Another word for subpoena used by the criminal justice system.
• Testimony: Evidence presented orally by witnesses during trials or before grand juries.
• Transcript: A written, word-for-word record of what was said, either in a proceeding such as a trial or during some other conversation, as in a transcript of a hearing or oral deposition.
• Trial: A hearing that takes place when the defendant pleads "not guilty" and witnesses are required to come to court to give evidence.
• Trustee: A person or institution holding and administering property in trust.
• 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 31E-1-150
• Venue: The geographical location in which a case is tried.