Terms Used In Virginia Code > Title 13.1 > Chapter 9 > Article 12.1 - . Mergers and Share Exchanges.

• Additional land: means all land that a time-share developer has identified as land that may be added to a time-share project. See Virginia Code 55.1-2200
• Alternative purchase: means anything valued in excess of $100 that is offered to a potential purchaser by the developer during the developer's sales presentation and that is purchased by such potential purchaser for more than $100, even though the purchaser did not purchase a time-share. See Virginia Code 55.1-2200
• 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.
• Appraisal: A determination of property value.
• 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.
• Association: means the association organized under the provisions of § Virginia Code 55.1-2200
• Bequest: Property gifted by will.
• Board: means the Common Interest Community Board. See Virginia Code 55.1-2200
• Board of directors: means an executive and administrative entity, by whatever name denominated, designated in a time-share instrument as the governing body of the time-share estate owners' association. See Virginia Code 55.1-2200
• Commission: means the State Corporation Commission of Virginia. See Virginia Code 13.1-603
• Common elements: means the real estate, improvements on such real estate, and the personalty situated within the time-share project that are subject to the time-share program. See Virginia Code 55.1-2200
• Contact information: means any information that can be used to contact an owner, including the owner's name, address, telephone number, email address, or user identity on any electronic networking service. See Virginia Code 55.1-2200
• Contract: A legal written agreement that becomes binding when signed.
• 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.
• Deed: The legal instrument used to transfer title in real property from one person to another.
• Deed: means the instrument by which title to a time-share estate is transferred from one person to another person. See Virginia Code 55.1-2200
• Dependent: A person dependent for support upon another.
• Developer: means any person or group of persons acting in concert that (i) offers to dispose of a time-share or its interest in a time-share unit for which there has not been a previous disposition or (ii) applies for registration of the time-share program. See Virginia Code 55.1-2200
• Devise: To gift property by will.
• disposition: means a transfer of a legal or equitable interest in a time-share, other than a transfer or release of security for a debt. See Virginia Code 55.1-2200
• domestic corporation: means a corporation authorized by law to issue shares, irrespective of the nature of the business to be transacted, organized under this chapter or existing pursuant to the laws of the Commonwealth on January 1, 1986, or which, by virtue of articles of incorporation, amendment, or merger, has become a domestic corporation of the Commonwealth, even though also being a corporation organized under laws other than the laws of the Commonwealth, or that has become a domestic corporation of the Commonwealth pursuant to Article 12. See Virginia Code 13.1-603
• Domesticated corporation: means the domesticating corporation as it continues in existence after a domestication. See Virginia Code 13.1-722.1:1
• Domesticating corporation: means the domestic corporation that approves a plan of domestication pursuant to § Virginia Code 13.1-722.1:1
• Domestication: means a transaction pursuant to this article, including domestication of a foreign corporation as a domestic corporation or domestication of a domestic corporation in another jurisdiction, where the other jurisdiction authorizes such a transaction even if by another name. See Virginia Code 13.1-722.1:1
• Eligible entity: means a domestic or foreign unincorporated entity or a domestic or foreign nonstock corporation. 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
• 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}
• 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.
• exchange company: means a person that exchanges or offers to exchange time-shares in an exchange program with other time-shares. See Virginia Code 55.1-2200
• Exchange program: means any opportunity or procedure for the assignment or exchange of time-shares among owners in other time-share programs as evidenced by a past or present written agreement executed between an exchange company and the developer or the time-share estate association; however, an "exchange program" shall not be either an incidental benefit or an opportunity or procedure by which a time-share owner can exchange his time-share for another time-share within either the same time-share project or another time-share project owned in part by the developer. See Virginia Code 55.1-2200
• Foreclosure: A legal process in which property that is collateral or security for a loan may be sold to help repay the loan when the loan is in default. ^{Source: OCC}
• Foreign corporation: means a corporation authorized by law to issue shares, organized under laws other than the laws of the Commonwealth. See Virginia Code 13.1-603
• Gift: A voluntary transfer or conveyance of property without consideration, or for less than full and adequate consideration based on fair market value.
• 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 Virginia Code 1-257
• Incidental benefit: means anything valued in excess of $100 provided by the developer that is acquired by a purchaser upon acquisition of a time-share and includes exchange rights, travel insurance, bonus weeks, upgrade entitlements, travel coupons, referral awards, and golf and tennis packages. See Virginia Code 55.1-2200
• 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

• Interest holder: means a person who holds of record an interest. See Virginia Code 13.1-603
• Interest holder liability: means :

  1. See Virginia Code 13.1-603

• 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.
• Jurisdiction of formation: means the state or country the law of which includes the organic law governing a domestic or foreign corporation or eligible entity. See Virginia Code 13.1-603
• 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.
• Managing agent: means a person that undertakes the duties, responsibilities, and obligations of the management of a time-share project. See Virginia Code 55.1-2200
• Managing entity: means the managing agent or, if there is no managing agent, the time-share owners' association in a time-share estate project and the developer in a time-share use project. See Virginia Code 55.1-2200
• Merger: means a transaction pursuant to § Virginia Code 13.1-603
• Note: means the instrument that evidences the debt occasioned by the deferred purchase of a time-share. See Virginia Code 55.1-2200
• 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.
• Organic law: means the statute governing the internal affairs of a domestic or foreign corporation or eligible entity. See Virginia Code 13.1-603
• Organic rules: means the public organic record and private organic rules of a domestic or foreign corporation or eligible entity. See Virginia Code 13.1-603
• owner: means a person that is an owner or co-owner of a time-share other than as security for an obligation. See Virginia Code 55.1-2200
• Participant: means any person, other than a project professional, that engages in a project activity. See Virginia Code 55.1-2200
• person: means the beneficiary of the trust rather than the trust or the trustee. See Virginia Code 55.1-2100
• Person: means one or more natural persons, corporations, partnerships, associations, trustees of a trust, limited liability companies, or other entities, or any combination thereof, capable of holding title to real property. See Virginia Code 55.1-2200
• Possibility of reverter: means a provision contained in a reverter deed by which the time-share estate automatically reverts or transfers back to the developer upon satisfaction of the requirements imposed by § Virginia Code 55.1-2200
• Proceeding: includes civil suit and criminal, administrative, and investigatory action. 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
• Product: means each time-share program and all alternative purchases. See Virginia Code 55.1-2200
• program: means any arrangement of time-shares in one or more time-share projects by which the use, occupancy, or possession of real property has been made subject to either a time-share estate or time-share use in which such use, occupancy, or possession circulates among owners of the time-shares according to a fixed or floating time schedule on a periodic basis occurring over any period of time in excess of five years. See Virginia Code 55.1-2200
• project: means all of the real property subject to a time-share program created by the execution of a time-share instrument. See Virginia Code 55.1-2200
• Project activity: includes swimming pools, spas, sporting venues, and cultural, historical, or harvest-your-own activities; other amenities and events; or natural activities and attractions for recreational, entertainment, educational, or social purposes. See Virginia Code 55.1-2200
• Project professional: means any person that is engaged in the business of providing one or more project activities, whether or not for compensation. See Virginia Code 55.1-2200
• Public offering statement: means the statement required by § Virginia Code 55.1-2200
• Purchaser: means any person other than a developer or lender that owns or acquires a product or that otherwise enters into a contract for the purchase of a product. See Virginia Code 55.1-2200
• 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.
• Resale service: means engaging, directly or indirectly, for compensation, in any of the following either in person or by any medium of communication: (i) selling or offering to sell or list for sale for the owner a resale time-share, (ii) buying or offering to buy a resale time-share for transfer to a subsequent purchaser, (iii) transferring a resale time-share acquired from an owner to a subsequent purchaser or offering to assist in such transfer, (iv) invalidating or offering to invalidate for an owner the title of a resale time-share, or (v) advertising or soliciting to advertise or promote the transfer or invalidation of a resale time-share. See Virginia Code 55.1-2200
• Resale time-share: means a time-share, wherever located, that has previously been sold to an owner who is a natural person for personal, family, or household use and that is transferred, or is intended to be transferred, through a resale service. See Virginia Code 55.1-2200
• Resale transfer contract: means an agreement between a reseller and the owner by which the reseller agrees to transfer or assist in the transfer of the owner's resale time-share. See Virginia Code 55.1-2200
• Reseller: means any person who, directly or indirectly, engages in a resale service. See Virginia Code 55.1-2200
• Reverter deed: means the deed from a developer to a grantee that contains a possibility of reverter. See Virginia Code 55.1-2200
• Service of process: The service of writs or summonses to the appropriate party.
• Share exchange: means a transaction pursuant to § 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
• 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
• Subpoena: A command to a witness to appear and give testimony.
• Subsequent purchaser: means the purchaser or transferee of a resale time-share. See Virginia Code 55.1-2200
• Time-share: means either a time-share estate or a time-share use plus its incidental benefits. See Virginia Code 55.1-2200
• Time-share estate: means a right to occupy a time-share unit or any of several time-share units during five or more separated time periods over a period of at least five years, including renewal options, coupled with a freehold estate or an estate for years in one or more time-share units or a specified portion of such time-share units. See Virginia Code 55.1-2200
• Time-share expense: means (i) expenditures, fees, charges, or liabilities incurred with respect to the operation, maintenance, administration, or insuring of the time-shares, units, and common elements comprising the entire time-share project, whether or not incurred for the repair, renovation, upgrade, refurbishing, or capital improvements, and (ii) any allocations of reserves. See Virginia Code 55.1-2200
• Time-share use: means a right to occupy a time-share unit or any of several time-share units during five or more separated time periods over a period of at least five years, including renewal options, not coupled with a freehold estate or an estate for years in a time-share project or a specified portion of such time-share project. See Virginia Code 55.1-2200
• Transfer: means a voluntary conveyance of a resale time-share to a person other than the developer, association, or managing entity of the time-share program of which the resale time-share is a part or to a person taking ownership by gift, foreclosure, or deed in lieu of foreclosure. See Virginia Code 55.1-2200
• unit: means the real property or real property improvement in a project that is divided into time-shares and designated for separate occupancy and use. See Virginia Code 55.1-2200
• 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
• written: means any information in the form of a document. See Virginia Code 13.1-603