13.1-696 - Definitions. - Virginia Statutes

§ 13.1-696. Definitions.

In this article:

"Corporation" includes any domestic corporation and any domestic or foreignpredecessor entity of a domestic corporation in a merger or other transactionin which the predecessor's existence ceased upon consummation of thetransaction.

"Director" or "officer" means an individual who is or was a director orofficer, respectively, of a corporation or who, while a director or officerof the corporation, is or was serving at the corporation's request as adirector, officer, manager, partner, trustee, employee, or agent of anotherforeign or domestic corporation, limited liability company, partnership,joint venture, trust, employee benefit plan, or other entity. A director orofficer is considered to be serving an employee benefit plan at thecorporation's request if his duties to the corporation also impose duties on,or otherwise involve services by, him to the plan or to participants in orbeneficiaries of the plan. "Director" or "officer" includes, unless thecontext requires otherwise, the estate or personal representative of adirector or officer.

"Expenses" includes counsel fees.

"Liability" means the obligation to pay a judgment, settlement, penalty,fine, including any excise tax assessed with respect to an employee benefitplan, or reasonable expenses incurred with respect to a proceeding.

"Official capacity" means, (i) when used with respect to a director, theoffice of director in a corporation; or (ii) when used with respect to anofficer, as contemplated in § 13.1-702, the office in a corporation held bythe officer. "Official capacity" does not include service for any otherforeign or domestic corporation or any partnership, joint venture, trust,employee benefit plan, or other entity.

"Party" means an individual who was, is, or is threatened to be made anamed defendant or respondent in a proceeding.

"Proceeding" means any threatened, pending, or completed action, suit, orproceeding, whether civil, criminal, administrative, arbitrative, orinvestigative and whether formal or informal.

(Code 1950, § 13.1-3.1; 1968, c. 570; 1975, c. 500; 1979, c. 99; 1985, c.522; 2005, c. 765; 2009, c. 587.)