Terms Used In Virginia Code > Title 8.9A > Part 6 > Part 1 - Default and Enforcement of Security Interest

• Acquired entity: means the domestic or foreign corporation or eligible entity that will have all of one or more classes or series of shares or eligible interests acquired in a share exchange. See Virginia Code 13.1-715.1
• Acquiring entity: means the domestic or foreign corporation or eligible entity that will acquire all of one or more classes or series of shares or eligible interests of the acquired entity in a share exchange. See Virginia Code 13.1-715.1
• 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
• Affiliate: means a person who directly or indirectly through one or more intermediaries controls, is controlled by, or is under common control with another person or is a senior executive officer of such person. See Virginia Code 13.1-729
• Affiliate: means a person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with the person specified. See Virginia Code 55.1-2200
• Allegation: something that someone says happened.
• 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.
• Annuity: A periodic (usually annual) payment of a fixed sum of money for either the life of the recipient or for a fixed number of years. A series of payments under a contract from an insurance company, a trust company, or an individual. Annuity payments are made at regular intervals over a period of more than one full year.
• 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
• Articles of incorporation: means all documents constituting, at any particular time, the charter of a corporation. See Virginia Code 13.1-803
• 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
• Association: means the association organized under the provisions of § Virginia Code 55.1-2200
• Attachment: A procedure by which a person's property is seized to pay judgments levied by the court.
• 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.
• Authorized shares: means the shares of all classes a domestic or foreign corporation is authorized to issue. See Virginia Code 13.1-603
• Beneficial owner: means any person who, directly or indirectly, through any contract, arrangement, or understanding, other than a revocable proxy, has or shares the power to vote, or to direct the voting of, shares; except that a member of a national securities exchange is not deemed to be a beneficial owner of securities held directly or indirectly by it on behalf of another person solely because the member is the record holder of the securities if the member is precluded by the rules of the exchange from voting without instruction on contested matters or matters that may affect substantially the rights or privileges of the holders of the securities to be voted. See Virginia Code 13.1-729
• 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
• 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
• Beneficial shareholder: means a person who is the beneficial owner of shares held in a voting trust or by a nominee on the beneficial owner's behalf. See Virginia Code 13.1-729
• 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}
• Benefit corporation: means a corporation organized pursuant to the provisions of this chapter:

  1. See Virginia Code 13.1-782

• Benefit enforcement proceeding: means any claim or action brought directly by a benefit corporation, or derivatively on behalf of a benefit corporation, against a director or officer for (i) failure to pursue the general public benefit purpose of the benefit corporation or any specific public benefit purpose set forth in its articles of incorporation or bylaws or otherwise adopted by its board of directors or (ii) a violation of a duty or standard of conduct under this article. See Virginia Code 13.1-782
• Board: means the Common Interest Community Board. See Virginia Code 55.1-2200
• Board of directors: means the group of persons vested with the management of the business of the corporation irrespective of the name by which such group is designated, and "director" means a member of the board of directors. See Virginia Code 13.1-803
• 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
• Chief: means the Chief of the Division of Mines of the Department of Energy. See Virginia Code 45.2-100
• Commission: means the State Corporation Commission of Virginia. See Virginia Code 13.1-603
• Commission: means the State Corporation Commission of Virginia. See Virginia Code 13.1-803
• 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
• Complaint: A written statement by the plaintiff stating the wrongs allegedly committed by the defendant.
• Conspicuous: means so written, displayed, or presented that a reasonable person against whom the writing is to operate should have noticed it. See Virginia Code 13.1-803
• 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
• 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
• Conversion: means a transaction pursuant to this article. See Virginia Code 13.1-722.8
• Conversion time-share project: means a real estate improvement that, prior to the disposition of any time-share, was wholly or partially occupied by persons as their permanent residence or on a transient pay-as-you-go basis other than those who have contracted for the purchase of a time-share and those who occupy with the consent of such purchasers. See Virginia Code 55.1-2200
• Converted entity: means the converting entity as it continues in existence after a conversion. See Virginia Code 13.1-722.8
• Converting entity: means the domestic corporation or eligible entity that approves a plan of conversion pursuant to § Virginia Code 13.1-722.8
• Corporation: includes any corporation and any domestic or foreign predecessor entity of a corporation in a merger or other transaction in which the predecessor's existence ceased upon consummation of the transaction. See Virginia Code 13.1-696
• Corporation: means the domestic corporation that is the issuer of the shares held by a shareholder demanding appraisal and, for matters covered by §§ Virginia Code 13.1-729
• Cost of ownership: means all of the owner's expenses related to a resale time-share due between the date of a resale transfer contract and the transfer of the resale time-share. See Virginia Code 55.1-2200
• Decedent: A deceased person.
• 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
• Deed of trust: means the instrument conveying the time-share estate that is given as security for the payment of the note. See Virginia Code 55.1-2200
• Default: means either a failure to have made any payment in full and on time or a violation of a performance obligation required by a consumer document for a period of no less than 60 days. See Virginia Code 55.1-2200
• delivery: means any method of delivery used in conventional commercial practice, including delivery by hand, mail, commercial delivery, and, if authorized in accordance with § Virginia Code 13.1-603
• delivery: means any method of delivery used in conventional commercial practice, including delivery by hand, mail, commercial delivery, and, if authorized in accordance with § Virginia Code 13.1-803
• Department: means the Department of Taxation. See Virginia Code 58.1-1
• Dependent: A person dependent for support upon another.
• Derivative proceeding: means a civil suit in the right of a domestic corporation or, to the extent provided in Article 8. See Virginia Code 13.1-603
• 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
• Developer control period: means a period of time during which the developer or a managing agent selected by the developer manages and controls the time-share project and the common elements and units it comprises. See Virginia Code 55.1-2200
• Development right: means any right reserved by the developer to create additional units that may be dedicated to the time-share program. See Virginia Code 55.1-2200
• Discovery: Lawyers' examination, before trial, of facts and documents in possession of the opponents to help the lawyers prepare for trial.
• Disinterested director: means , except with respect to Article 14 (§ Virginia Code 13.1-603
• Disinterested director: means a director who, at the time action is to be taken under § Virginia Code 13.1-803
• 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
• 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
• 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
• Document: means (i) any tangible medium on which information is inscribed, and includes any writing or written instrument, or (ii) an electronic record. See Virginia Code 13.1-803
• 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
• domestic corporation: means a corporation not 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 that, 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 11. See Virginia Code 13.1-803
• Domestic partnership: means an association of two or more persons to carry on as co-owners a business for profit formed under § Virginia Code 13.1-603
• Domestic partnership: means an association of two or more persons to carry on as co-owners of a business for profit formed under § Virginia Code 13.1-803
• domestic unincorporated entity: means a domestic partnership, limited liability company, limited partnership, or business trust. See Virginia Code 13.1-803
• 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
• electric fence: means a fence designed to conduct electric current along one or more wires of such fence so that a person or animal touching any such wire or wires will receive an electric shock. See Virginia Code 55.1-2800
• Electronic: means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities. See Virginia Code 13.1-603
• Electronic: means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities. See Virginia Code 13.1-803
• Electronic record: means information that is stored in an electronic or other nontangible medium and is retrievable in paper form through an automated process used in conventional commercial practice, unless otherwise authorized in accordance with subdivision A 10 of § Virginia Code 13.1-603
• Electronic record: means information that is stored in an electronic or other medium and is retrievable in paper form through an automated process used in conventional commercial practice, unless otherwise authorized in accordance with subsection J of § Virginia Code 13.1-803
• electronically transmitted: means any form or process of communication, not directly involving the physical transfer of paper or other tangible medium, that (i) is suitable for the retention, retrieval, and reproduction of information by the recipient, and (ii) is retrievable in paper form by the recipient through an automated process used in conventional commercial practice, unless otherwise authorized in accordance with subsection J of § Virginia Code 13.1-803
• Eligible entity: means a domestic or foreign unincorporated entity or a domestic or foreign nonstock corporation. See Virginia Code 13.1-603
• Eligible entity: means a domestic or foreign unincorporated entity or a domestic or foreign stock corporation. See Virginia Code 13.1-803
• Eligible interests: means interests or memberships. 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
• Employee: includes , unless otherwise provided in the bylaws, an officer but not a director. See Virginia Code 13.1-803
• 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 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
• Entity: includes any domestic or foreign corporation; any domestic or foreign stock corporation; any domestic or foreign unincorporated entity; any estate or trust; and any state, the United States, and any foreign government. See Virginia Code 13.1-803
• Entity: means one or more persons, partnerships, unincorporated associations, corporations or other organizations entitled to hold property in its own name. See Virginia Code 13.1-776
• Entity conversion: means conversion. See Virginia Code 13.1-803
• 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}
• Escheat: Reversion of real or personal property to the state when 1) a person dies without leaving a will and has no heirs, or 2) when the property (such as a bank account) has been inactive for a certain period of time. ^{Source: OCC}
• Escrow: Money given to a third party to be held for payment until certain conditions are met.
• 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

• 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
• 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
• Expenses: means reasonable expenses of any kind that are incurred in connection with a matter. See Virginia Code 13.1-603
• Fair value: means the value of the corporation's shares determined:

  1. See Virginia Code 13.1-729

• Federal Reserve System: The central bank of the United States. The Fed, as it is commonly called, regulates the U.S. monetary and financial system. The Federal Reserve System is composed of a central governmental agency in Washington, D.C. (the Board of Governors) and twelve regional Federal Reserve Banks in major cities throughout the United States. ^{Source: OCC}
• Fee simple: Absolute title to property with no limitations or restrictions regarding the person who may inherit it.
• Fiduciary: A trustee, executor, or administrator.
• Filing entity: means an unincorporated entity other than a general partnership. See Virginia Code 13.1-603
• 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
• Foreign corporation: means a corporation not authorized by law to issue shares, organized under laws other than the laws of the Commonwealth. See Virginia Code 13.1-803
• Foreign nonstock corporation: means a corporation that is incorporated under a law other than the law of the Commonwealth and would, based on its public organic record, be a nonstock corporation if incorporated under the law of the Commonwealth. See Virginia Code 13.1-603
• Foreign partnership: means an association of two or more persons to carry on as co-owners of a business for profit formed under the laws of any state or jurisdiction other than the Commonwealth, and includes, for all purposes of the laws of the Commonwealth, a foreign registered limited liability partnership. See Virginia Code 13.1-803
• Foreign unincorporated entity: means a foreign partnership, foreign limited liability company, foreign limited partnership, or foreign business trust. See Virginia Code 13.1-803
• General public benefit: means a material positive impact on society and the environment taken as a whole, as measured by a third-party standard, from the business and operations of a benefit corporation. See Virginia Code 13.1-782
• Grantor: The person who establishes a trust and places property into it.
• 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.
• 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
• 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}
• Independent: means having no material relationship with a benefit corporation or a subsidiary of the benefit corporation, either directly as a shareholder of the benefit corporation or as a partner, a member, or an owner of a subsidiary of the benefit corporation or indirectly as a director, an officer, an owner, or a manager of an entity that has a material relationship with the benefit corporation or a subsidiary of the benefit corporation. See Virginia Code 13.1-782
• Indictment: The formal charge issued by a grand jury stating that there is enough evidence that the defendant committed the crime to justify having a trial; it is used primarily for felonies.
• Individual: means a natural person. See Virginia Code 13.1-603
• Individual: means a natural person. See Virginia Code 13.1-803
• Inherent risks of project activity: means those dangers or conditions that are an integral part of a project activity, including certain hazards, such as surface and subsurface conditions; natural conditions of land, vegetation, and waters; the behavior of wild or domestic animals; and ordinary dangers of structures or equipment ordinarily used in association or time-share project operations. See Virginia Code 55.1-2200
• Intangible property: Property that has no intrinsic value, but is merely the evidence of value such as stock certificates, bonds, and promissory notes.
• 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: means either or both of the following rights under the organic law of a foreign or domestic unincorporated entity:

  1. See Virginia Code 13.1-803

• Interest: means interest from the date the corporate action becomes effective until the date of payment, at the average rate currently paid by the corporation on its principal bank loans or, if none, at a rate that is fair and equitable under all the circumstances. See Virginia Code 13.1-729
• 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

• Interest rate: The amount paid by a borrower to a lender in exchange for the use of the lender's money for a certain period of time. Interest is paid on loans or on debt instruments, such as notes or bonds, either at regular intervals or as part of a lump sum payment when the issue matures. ^{Source: OCC}
• Interested person: means a person, or an affiliate of a person, who at any time during the one-year period immediately preceding approval by the board of directors of the corporate action:

  a. See Virginia Code 13.1-729

• 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
• Interested transaction: means a corporate action described in subsection A of § Virginia Code 13.1-729
• 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
• Lead dealer: means a person that sells or otherwise provides to any other person contact information concerning five or more owners to be used for a resale service. See Virginia Code 55.1-2200
• 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}
• Legatee: A beneficiary of a decedent
• Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
• Liability: means the obligation to pay a judgment, settlement, penalty, fine, including any excise tax assessed with respect to an employee benefit plan, or expenses incurred with respect to a proceeding. See Virginia Code 13.1-696
• Lien holder: means either a person that holds an interest in an encumbrance that is not released of record as to a purchaser or such person's successor in interest that acquires title to the time-share project at foreclosure, by deed in lieu of foreclosure, or by any other instrument however denominated. See Virginia Code 55.1-2200
• Lost shareholder: means a shareholder shown by the records of a corporation to have been a shareholder for more than seven years but who, throughout that period, neither claimed a dividend or other sum nor corresponded in writing with the corporation or otherwise indicated an interest as evidenced by a memorandum or other record on file with the corporation and the corporation does not know the location of the shareholder at the end of such seven-year period. See Virginia Code 13.1-776
• 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
• Material change: means a change in any information or document disclosed in or attached to the public offering statement that renders inaccurate, incomplete, or misleading any information or document in such a way as to affect substantially a purchaser's rights or obligations, but does not include a change (i) in the real estate tax assessment or rate, utility charges or deposits, maintenance fees, association dues, assessments, special assessments, or any recurring time-share expense item, provided that such change is made known (a) immediately to the prospective purchaser by a written addendum in the public offering statement and (b) to the Board by filing with the developer's annual report copies of the updated changes occurring over the immediately preceding 12 months; (ii) that is an aspect or result of the orderly development of the time-share project in accordance with the time-share instrument; (iii) resulting from new, updated, or amended information contained in the annual report prepared and distributed pursuant to § Virginia Code 55.1-2200
• Member: means one having a membership interest in a corporation in accordance with the provisions of its articles of incorporation or bylaws. See Virginia Code 13.1-803
• Membership interest: means the interest of a member in a domestic or foreign corporation, including voting and all other rights associated with membership. See Virginia Code 13.1-803
• Merger: means a transaction pursuant to § Virginia Code 13.1-603
• Merger: means a business combination pursuant to § Virginia Code 13.1-715.1
• Mortgagee: The person to whom property is mortgaged and who has loaned the money.
• New interest holder liability: means interest holder liability of a person, resulting from a merger or share exchange, that is (i) in respect of an entity which is different from the entity in which the person held shares or eligible interests immediately before the merger or share exchange became effective or (ii) in respect of the same entity as the one in which the person held shares or eligible interests immediately before the merger or share exchange became effective if (a) the person did not have interest holder liability immediately before the merger or share exchange became effective or (b) the person had interest holder liability immediately before the merger or share exchange became effective, the terms and conditions of which were changed when the merger or share exchange became effective. See Virginia Code 13.1-715.1
• 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.
• Notary: means notary public. See Virginia Code 1-226
• Note: means the instrument that evidences the debt occasioned by the deferred purchase of a time-share. See Virginia Code 55.1-2200
• offer: means any act that originates in the Commonwealth to sell, solicit, induce, or advertise, whether by radio, television, telephone, newspaper, magazine, or mail, during which a person is given an opportunity to acquire a time-share. See Virginia Code 55.1-2200
• officer: includes , unless the context requires otherwise, the estate or personal representative of a director or officer. See Virginia Code 13.1-696
• Official capacity: means (i) when used with respect to a director, the office of director in a corporation and (ii) when used with respect to an officer, as contemplated in § Virginia Code 13.1-696
• Organic document: means the document, if any, that is filed of public record to create an unincorporated entity. See Virginia Code 13.1-803
• 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 law: means the statute governing the internal affairs of a domestic or foreign corporation or eligible entity. See Virginia Code 13.1-803
• 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
• Party: means an individual who was, is, or is threatened to be made a defendant or respondent in a proceeding. See Virginia Code 13.1-696
• Party to a merger: means any domestic or foreign corporation or eligible entity that will merge under a plan of merger. See Virginia Code 13.1-715.1
• Party to a share exchange: means any domestic or foreign corporation or eligible entity that is an acquired entity or an acquiring entity under a plan of share exchange. See Virginia Code 13.1-715.1
• Person: includes an individual and an entity. See Virginia Code 13.1-603
• Person: includes an individual and an entity. See Virginia Code 13.1-803
• Person: includes an associate of any person. See Virginia Code 13.1-728.1
• 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
• Personal property: All property that is not real property.
• Personal representative: includes the executor of a will or the administrator of the estate of a decedent, the administrator of such estate with the will annexed, the administrator of such estate unadministered by a former representative, whether there is a will or not, any person who is under the order of a circuit court to take into his possession the estate of a decedent for administration, and every other curator of a decedent's estate, for or against whom suits may be brought for causes of action that accrued to or against the decedent. See Virginia Code 1-234
• 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.
• Pleadings: Written statements of the parties in a civil case of their positions. In the federal courts, the principal pleadings are the complaint and the answer.
• 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
• 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}
• 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.
• Preferred shares: means a class or series of shares whose holders have preference over any other class or series of shares with respect to distributions. See Virginia Code 13.1-729
• 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
• 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 13.1-803
• Private organic rules: means (i) the bylaws of a domestic or foreign corporation or nonstock corporation or (ii) the rules, regardless of whether in writing, that govern the internal affairs of an unincorporated entity, are binding on all its interest holders, and are not part of its public organic record. See Virginia Code 13.1-603
• Proceeding: includes civil suit and criminal, administrative, and investigatory action. See Virginia Code 13.1-603
• Proceeding: includes civil suit and criminal, administrative and investigatory action conducted by a governmental agency. See Virginia Code 13.1-803
• Proceeding: means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, arbitrative, or investigative and whether formal or informal. See Virginia Code 13.1-696
• 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 instrument: means any document, however denominated, that creates the time-share project and program and that may contain restrictions or covenants regulating the use, occupancy, or disposition of time-shares in a project. 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 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 corporation: means the Commonwealth of Virginia or any political subdivision thereof or any incorporated municipality therein or any public agency of the Commonwealth or of any political subdivision thereof or of any municipality therein. See Virginia Code 1-219.1
• Public offering statement: means the statement required by § Virginia Code 55.1-2200
• Public organic record: means (i) the articles of incorporation of a domestic or foreign corporation or nonstock corporation or (ii) the document, the filing of which is required to create an unincorporated entity. See Virginia Code 13.1-603
• 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
• Real estate: includes (i) parcels with or without upper or lower boundaries and (ii) spaces that may be filled with air or water. See Virginia Code 55.1-2100
• 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
• Record date: means the date established under Article 7 (§ Virginia Code 13.1-803
• Record shareholder: means (i) the person in whose name shares are registered in the records of the corporation or (ii) the person identified as the beneficial owner of shares in a beneficial ownership certificate pursuant to § 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}
• Resale purchase contract: means an agreement negotiated by a reseller by which an owner or a reseller agrees to sell, and a subsequent purchaser agrees to buy, a resale time-share. See Virginia Code 55.1-2200
• 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
• Rescission: The cancellation of budget authority previously provided by Congress. The Impoundment Control Act of 1974 specifies that the President may propose to Congress that funds be rescinded. If both Houses have not approved a rescission proposal (by passing legislation) within 45 days of continuous session, any funds being withheld must be made available for obligation.
• 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
• Secretary: means the corporate officer or other individual to whom the board of directors has delegated responsibility under subsection C of § Virginia Code 13.1-603
• Security interest: includes a mortgage, deed of trust, trust deed, security deed, contract for deed, land sales contract, lease intended as security, assignment of lease or rents intended as security, pledge of an ownership interest in an association, and any other consensual lien or title retention contract intended as security for an obligation. See Virginia Code 55.1-2100
• Senior executive: means the chief executive officer, chief operating officer, chief financial officer and anyone in charge of a principal business unit or function. See Virginia Code 13.1-729
• 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
• shareholder: means a record shareholder, a beneficial shareholder, and a voting trust beneficial owner whose entitlement to bring the proceeding under this article is not inconsistent with the voting trust agreement. See Virginia Code 13.1-672.7
• Shareholder: means a record shareholder, a beneficial shareholder, and a voting trust beneficial owner. See Virginia Code 13.1-729
• Shareholder: means an entity shown by the records of a corporation to be the owner of one or more shares of its outstanding capital stock. See Virginia Code 13.1-776
• Shares: means the units into which the proprietary interests in a corporation are divided. See Virginia Code 13.1-603
• signature: means , with present intent to authenticate or adopt a document: (i) to execute or adopt a tangible symbol to a document, and includes any manual, facsimile, or conformed signature; or (ii) to attach to or logically associate with an electronic transmission an electronic sound, symbol, or process, and includes an electronic signature in an electronic transmission. See Virginia Code 13.1-803
• Situs: means the place outside the Commonwealth where a developer's time-share project is located. See Virginia Code 55.1-2200
• Specific public benefit: means a benefit that serves one or more public welfare, religious, charitable, scientific, literary, or educational purposes, or other purpose or benefit beyond the strict interest of the shareholders of the benefit corporation, including:

  1. See Virginia Code 13.1-782

• Statute of limitations: A law that sets the time within which parties must take action to enforce their rights.
• Subsequent purchaser: means the purchaser or transferee of a resale time-share. See Virginia Code 55.1-2200
• 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
• Subsidiary: means , in relation to an individual, an entity in which the individual either (i) owns directly or indirectly equity interests entitled to cast a majority of the votes entitled to be cast generally in an election of directors or members of the governing body of the entity or (ii) otherwise owns or controls voting or contractual power to exercise effective governing control of the entity. See Virginia Code 13.1-782
• sworn: means "affirm" or "affirmed. See Virginia Code 1-250
• Third-party standard: means a recognized standard for defining, reporting, and assessing corporate social and environmental performance that:

  1. See Virginia Code 13.1-782

• 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
• 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.
• Transact business: includes the conduct of affairs by any corporation that is not organized for profit. See Virginia Code 13.1-803
• 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
• United States: includes district, authority, bureau, commission, department, and any other agency of the United States. See Virginia Code 13.1-603
• United States: includes any district, authority, bureau, commission, department, or any other agency of the United States. See Virginia Code 13.1-803
• Venue: The geographical location in which a case is tried.
• 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 group: means all members of one or more classes 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 members. See Virginia Code 13.1-803
• Voting power: means the current power to vote in the election of directors. 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
• Writ: A formal written command, issued from the court, requiring the performance of a specific act.
• written: means any information in the form of a document. See Virginia Code 13.1-603
• written: means any information in the form of a document. See Virginia Code 13.1-803