Terms Used In Virginia Code > Title 13.1 > Chapter 9 > Article 1.1 - . Ratification of Defective Corporate Actions.

• 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.
• 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
• Attorney-in-fact: A person who, acting as an agent, is given written authorization by another person to transact business for him (her) out of court.
• Beneficial shareholder: means a person that owns the beneficial interest in shares, which may be a record shareholder or a person on whose behalf shares are registered in the name of an intermediary as nominee. See Virginia Code 13.1-603
• Commission: means the State Corporation Commission of Virginia. See Virginia Code 13.1-603
• Common elements: means all portions of the condominium other than the units. See Virginia Code 55.1-1900
• Common expenses: means all expenditures lawfully made or incurred by or on behalf of the unit owners' association, together with all funds lawfully assessed for the creation or maintenance of reserves pursuant to the provisions of the condominium instruments. See Virginia Code 55.1-1900
• 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.
• Condominium: means real property, and any incidents to or interests in such real property, lawfully subject to this chapter by the recordation of condominium instruments pursuant to the provisions of this chapter. See Virginia Code 55.1-1900
• Condominium instruments: means , collectively, the declaration, bylaws, and plats and plans recorded pursuant to the provisions of this chapter. See Virginia Code 55.1-1900
• Condominium unit: means a unit together with the undivided interest in the common elements appertaining to that unit. See Virginia Code 55.1-1900
• Contract: A legal written agreement that becomes binding when signed.
• 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
• 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.
• 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
• Declarant: means any person, or group of persons acting in concert, that (i) offers to dispose of its interest in a condominium unit not previously disposed of, including an institutional lender that may not have succeeded to or accepted any special declarant rights pursuant to § Virginia Code 55.1-1900
• 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
• 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
• Executive board: means an executive and administrative entity, by whatever name denominated, designated in the condominium instruments as the governing body of the unit owners' association. See Virginia Code 55.1-1900
• 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
• Includes: means includes, but not limited to. See Virginia Code 1-218
• Land: is a three-dimensional concept and includes parcels with upper or lower boundaries, or both upper and lower boundaries, as well as parcels extending ab solo usque ad coelum. See Virginia Code 55.1-1900
• Lien: A claim against real or personal property in satisfaction of a debt.
• Litigation: A case, controversy, or lawsuit. Participants (plaintiffs and defendants) in lawsuits are called litigants.
• Officer: means any member of the executive board or official of the unit owners' association. See Virginia Code 55.1-1900
• 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
• Person: means a natural person, corporation, partnership, association, trust, or other entity capable of holding title to real property, or any combination thereof. See Virginia Code 55.1-1900
• Power of attorney: A written instrument which authorizes one person to act as another's agent or attorney. The power of attorney may be for a definite, specific act, or it may be general in nature. The terms of the written power of attorney may specify when it will expire. If not, the power of attorney usually expires when the person granting it dies. ^{Source: OCC}
• Proceeding: includes civil suit and criminal, administrative, and investigatory action. See Virginia Code 13.1-603
• 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
• 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
• 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
• Service of process: The service of writs or summonses to the appropriate party.
• 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 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
• 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
• sworn: means "affirm" or "affirmed. See Virginia Code 1-250
• 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.
• Unit: means a portion of the condominium designed and intended for individual ownership and use. See Virginia Code 55.1-1900
• 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
• Unrestricted voting trust beneficial owner: means , with respect to any shareholder rights, a voting trust beneficial owner whose entitlement to exercise the shareholder right in question is not inconsistent with the voting trust agreement. See Virginia Code 13.1-603
• 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
• Voting trust beneficial owner: means an owner of a beneficial interest in shares of the corporation held in a voting trust established pursuant to subsection A of § Virginia Code 13.1-603