Terms Used In West Virginia Code > Chapter 31E > Article 11 - Mergers

• 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: 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.
• Bequest: Property gifted by will.
• 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
• 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.
• Dependent: A person dependent for support upon another.
• Devise: To gift property by will.
• domestic corporation: means a corporation without capital stock or shares, which is not a foreign corporation, incorporated under the laws of this state: Provided, That "corporation" or "domestic corporation" does not include towns, cities, boroughs or any municipal corporation or any department or any town, city, borough or municipal corporation. See West Virginia Code 31E-1-150
• Entity: includes corporation and foreign corporations. See West Virginia Code 31E-1-150
• 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
• Gift: A voluntary transfer or conveyance of property without consideration, or for less than full and adequate consideration based on fair market value.
• Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
• 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
• Person: includes , but is not limited to, an individual and an entity. 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
• Real property: Land, and all immovable fixtures erected on, growing on, or affixed to the land.
• real property: include lands, tenements and hereditaments, all rights thereto and interests therein, except chattel interests. See West Virginia Code 2-2-10
• 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
• 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