Terms Used In West Virginia Code > Chapter 31E > Article 2 - Incorporation

• 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
• 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
• 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.
• Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
• 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
• 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}
• 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
• 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.
• 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
• Quorum: The number of legislators that must be present to do business.
• Registered agent: means the agent identified by the corporation pursuant to section five hundred one, article five of this chapter. See West Virginia Code 31E-1-150
• 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
• 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