C. Directors are elected at the first annual shareholders' meeting and at each annual meeting thereafter unless elected by written consent in lieu of an annual meeting as permitted by § 13.1-657 or unless their terms are staggered under § 13.1-678. Code 1950, § 13.1-36; 1956, c. 428; 1968, c. 87; 1973, c. 50; 1974, c. 662; 1977, c. 123; 1982, c. 104; 1985, c. 522; 1991, c. 112; 2005, c. 765; 2006, c. 330; 2010, c. 782; 2019, c. 734. (3) In the case of a director of the corporation who will, in the corporate action, become a director of the acquiring entity in the corporate action or one of its affiliates, rights and benefits as a director that are provided on the same basis as those afforded by the acquiring entity generally to other directors of such entity or such affiliate. (a) If you electronically submit to BOEM any document or information referenced in § 560.500 of this chapter, any requirement to use a corporate seal under this chapter will be satisfied, and you will not need … 2. Doing every other act necessary to wind up and liquidate its business and affairs. A notice shall be in writing except that oral notice of any meeting of the board of directors may be given if expressly authorized by the articles of incorporation or bylaws. The right of a shareholder to inspect records under § 13.1-661 or, if the shareholder is in litigation with the corporation, to the same extent as any other litigant; or. Determine the validity and effectiveness of any ratification under § 13.1-614.3; 3. I. "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. 4. A. For issuing a certificate pursuant to § 13.1-781, the fee shall be $6. ); 4. 1985, c. 522; 1986, c. 231; 1995, c. 70; 2000, c. 995; 2005, c. 765; 2010, c. 782; 2015, c. 623; 2019, c. 734; 2020, c. 1226. I. C. If the Commission finds that the articles of correction comply with the requirements of law and that all required fees have been paid, it shall issue a certificate of correction. C. Corporate action taken in good faith during an emergency under this section to further the ordinary business affairs of the corporation: D. An emergency exists for purposes of this section if a quorum of the corporation's board of directors cannot readily be assembled because of some catastrophic event. 1985, c. 522; 1991, c. 124; 2005, c. 765; 2007, c. 165; 2019, c. 734. A corporation may revoke its dissolution at any time prior to the effective date of its certificate of termination of corporate existence. Any of the other terms or conditions of the plan if the change would adversely affect such shareholders in any material respect. C. The owner of a reserved corporate name may transfer the reservation to another person by delivering to the Commission a notice of the transfer, signed by the applicant for whom the name was reserved, and specifying the name and address of the transferee. A corporation's board of directors may establish a procedure under which a person on whose behalf shares are registered in the name of an intermediary or nominee may elect to be treated by the corporation as the record shareholder by filing with the corporation's secretary a beneficial ownership certificate. C. If the corporation is authorized to issue different classes of shares or series of shares within a class, (i) the designations, rights, preferences, and limitations applicable to each class and series; (ii) any variations in rights, preferences, and limitations among the holders of the same class or series; and (iii) the authority of the board of directors to determine variations for future series shall be summarized on the front or back of each certificate for shares of such class or series. "Governor" means any person under whose authority the powers of an entity are exercised and under whose direction the activities and affairs of the entity are managed pursuant to the organic law governing the entity and its organic rules. Written notice stating the corporation's position as to the availability of appraisal rights shall be given to each record shareholder from whom a consent is solicited at the time consent of such shareholder is first solicited and shall be accompanied by a copy of this article; and. The terms of all other directors expire at the next, or if the terms are staggered pursuant to § 13.1-678, at the applicable second or third annual shareholders' meeting following their election, except to the extent a shorter term is specified in the articles of incorporation in the event of a director nominee failing to receive a specified vote for election. Notwithstanding any other provision of this section, no corporation organized to conduct the business of a railroad or other public service or a banking business, or a savings institution, an industrial loan association or a credit union may sell, lease or exchange its properties for the conduct of such business in the Commonwealth except to a corporation of the Commonwealth organized for the same purpose or in the case of a bank to a savings and loan association or a corporation of the United States, and in the case of a savings and loan association to a bank or a corporation of the United States. E. For articles with a delayed effective date and time, the effective date and time shall be Eastern time. Code 1950, §§ 13-9, 13-11, 13-32, 13-213, 13.1-120, 13.1-121; 1956, c. 428; 1958, c. 564; 1975, c. 500; 1981, c. 523; 1985, c. 522; 1986, c. 233; 1987, c. 2; 1997, c. 216; 2005, c. 765; 2010, c. 753; 2018, c. 132; 2019, c. 734. Notwithstanding any contrary provision of this chapter, shares acquired in a control share acquisition have no voting rights unless voting rights are granted by resolution adopted by the shareholders of the public corporation. When a conversion of a domestic corporation to a foreign eligible entity becomes effective, the converted entity is deemed to: 1. A. D. An agreement authorized by this section shall cease to be effective when the corporation becomes a public corporation. 6. 4. A. Any such corporation whose number of authorized shares is 5,000 or less shall pay an annual registration fee of $50. If a director is elected by a voting group of shareholders, only the shareholders of that voting group may participate in the vote to remove the director. "Interest" means either or both of the following rights under the organic law governing an unincorporated entity: 1. I. Code 1950, § 13.1-50; 1956, c. 428; 1968, c. 110; 1970, c. 127; 1972, c. 123; 1974, c. 285; 1976, c. 284; 1981, c. 285; 1985, c. 522; 1990, c. 488; 1991, c. 263; 1993, cc. 2. B. A statement that the plan was submitted to the shareholders by the board of directors in accordance with this chapter and was duly approved by the shareholders in the manner required by this chapter and by the articles of incorporation; 4. The court in an appraisal proceeding may also assess the expenses of the respective parties, in amounts the court finds equitable: 1. Any legal or official document that emanated from the corporation required a corporate seal. The date and time on which the Commission's certificate of amendment or restatement becomes effective; and. A. A statement that the plan was submitted to the shareholders by the board of directors in accordance with this chapter, and a statement of: (1) The designation, number of outstanding shares, and number of votes entitled to be cast by each voting group entitled to vote separately on the plan; and. An electronic transmission is received under this section even if no individual is aware of its receipt. Except as provided in subsection E, registration is effective for one year after the date an application is filed. D. Notwithstanding subsection A, for purposes of §§ 13.1-630 and 13.1-762, any certificate that has a delayed effective date shall be deemed to be effective when the certificate is issued. "Organic rules" means the public organic record and private organic rules of a domestic or foreign corporation or eligible entity. A corporation's board of directors may amend or repeal the corporation's bylaws except to the extent that: 1. C. The terms of a plan of conversion may be made dependent upon facts objectively ascertainable outside the plan in accordance with subsection L of § 13.1-604. If this chapter prescribes requirements for notices or other communications in particular circumstances, those requirements govern. The benefit report shall be made available annually to each shareholder of the benefit corporation: 1. The statement of resignation may include a statement that the registered office is also discontinued. D. If any corporation is to conduct the business of a railroad or other public service company, that shall be stated in the articles of incorporation and a brief description of the business shall be included. C. The court may appoint an individual or domestic or foreign corporation, authorized to transact business in the Commonwealth, as a custodian or receiver and may require the custodian or receiver to post bond, with or without sureties, in an amount the court directs. 3. The shareholder is an entity and the name signed purports to be that of an officer or agent of the entity; 2. A. 3. The number and class of shares and the designation of the series, if any, the certificate represents. "Subscriber" means a person who subscribes for shares in a corporation, whether before or after incorporation. "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. D. Except as otherwise provided in the articles of incorporation, shares that are convertible into shares of another class or series shall not have any right, prior to conversion, to vote on any matter because it affects the class or series into which such shares are convertible. A. Code 1950, § 13.1-91; 1956, c. 428; 1970, c. 4; 1974, c. 72; 1975, c. 500; 1985, cc. That (i) the domestic corporation is duly incorporated under the law of the Commonwealth, the date of its incorporation, which is the original date of incorporation of the domesticated corporation if the corporation was domesticated from a foreign jurisdiction, and the period of its duration if less than perpetual, or (ii) the foreign corporation is authorized to transact business in the Commonwealth; and. 7. Participation as a shareholder by means of remote communication shall be subject to such guidelines and procedures as the board of directors adopts. A purchaser from a corporation of the corporation's own shares is not liable to the corporation or the corporation's creditors with respect to the shares except to pay the consideration for which the shares were authorized to be issued as provided in § 13.1-643 or specified in the subscription agreement. Governs, in general or in regard to specific matters, the exercise or division of voting power by or between the shareholders and directors or by or among any of them, including use of weighted voting rights or director proxies; 5. On petition of one or more shareholders who signed a demand for a special meeting valid under subsection A of § 13.1-655 if: a. If the domesticating corporation is a domestic corporation: a. A. "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. C. A corporation restating its articles of incorporation shall file with the Commission articles of restatement setting forth: 1. Whether a person is an affiliate or associate of another; 4. B. To cease its corporate activities and surrender its corporate franchise; and. 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