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The (i) annual financial statements specified in subsection A of 13.1-774 of the corporation that issued the shares to be appraised, which shall be as of a date ending not more than 16 months before the date of payment and shall comply with subsection B of 13.1-774; provided that, if such annual financial statements are not available, the corporation shall provide reasonably equivalent financial information, and (ii) the latest available quarterly financial statements of such corporation, if any; 2. A statement that the corporation revokes the authority of its registered agent to accept service on its behalf and appoints the clerk of the Commission as an agent for service of process in any proceeding based on a cause of action arising during the time it was incorporated in the Commonwealth; b. Must not vote, or cause or permit to be voted, any shares of such class or series in favor of the proposed action. 1985, c. 522; 1988, c. 405; 1993, c. 60; 2005, c. 765; 2006, c. 663; 2019, c. 734; 2020, c. 1226; 2021, Sp. B. A statement of any limitations on that option, including a statement as to whether the consent of any unit owners shall be required, and, if so, a statement as to the method whereby such consent shall be ascertained, or a statement that there are no such limitations. Get top headlines from the Union-Tribune in your inbox weekday mornings, including top news, local, sports, business, entertainment and opinion. Code 1950, 13.1-9; 1956, c. 428; 1975, c. 407; 1976, c. 4; 1985, c. 522; 1993, c. 113; 2000, c. 162; 2001, cc. In the event of a dispute, the sender shall have the burden to demonstrate delivery of the notice of cancellation. A. C. Except as provided in subsection D with respect to the voting requirements to ratify the election of a director, the quorum and voting requirements applicable to the approval by the shareholders required by subsection C of 13.1-614.3 shall be the quorum and voting requirements applicable to the corporate action proposed to be ratified at the time of such shareholder approval. B. The court shall assess the costs against the corporation, except that the court may assess court costs against all or some of the shareholders demanding appraisal, in amounts that the court finds equitable, to the extent the court finds such shareholders acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by this article. Code 1950, 13.1-65, 13.1-66; 1956, c. 428; 1958, c. 564; 1985, c. 522; 2005, c. 765; 2019, c. 734; 2020, c. 1226. If the business and affairs of the eligible entity are managed by a person or persons that are not identical to the members or interest holders, that person or persons shall be deemed to be the board of directors. Nothing in this subsection shall be construed to make the declarant responsible for any items of maintenance relating to the units or common elements. The appointment of the trustee shall be filed in the clerk's office of the circuit court in the county or city in which the condominium is located. "Foreign limited partnership" has the same meaning as specified in 50-73.1. An appointment is valid for the term provided in the appointment form and, if no term is provided, is valid for 11 months unless the appointment is irrevocable under subsection D. D. An appointment of a proxy is revocable unless the appointment form or electronic transmission states that it is irrevocable and the appointment is coupled with an interest. 3. Shares held by an administrator, executor, guardian, conservator, committee, or curator representing the shareholder may be voted by such person without a transfer of such shares into such person's name. Code 1950, 13.1-23; 1956, c. 428; 1975, c. 500; 1985, c. 522; 2005, c. 765; 2019, c. 734. [2], The Preamble serves solely as an introduction and does not assign powers to the federal government,[3] nor does it provide specific limitations on government action. E. For articles with a delayed effective date and time, the effective date and time shall be Eastern time. C. The court shall describe the powers and duties of the receiver or custodian in its appointing order, which may be amended from time to time. D. A notice required by this section may be given in any manner permitted by 13.1-610 and for any public corporation may be given by means of a filing or furnishing of such notice with the U.S. Securities and Exchange Commission. If your license was revoked, you must wait to reapply until three years after the revocation order entry date. A corporation shall hold a special meeting of shareholders: 1. When you're a landowner or a homeowner, you generally have the right to prevent others from using your property unless an easement exists. 2. 32, 454, 463; 1999, c. 263; 2001, c. 556; 2002, cc. F. Wherever this section requires a legal description by metes and bounds of land that is submitted pursuant to this chapter or that may be added to or withdrawn from the condominium, such requirement shall be deemed satisfied by any legally sufficient description and shall be deemed to require a legally sufficient description of any easements that are submitted pursuant to this chapter or that may be added to or withdrawn from the condominium, as appropriate. A resignation is effective as provided in subdivision A 9 of 13.1-610 unless the resignation provides for a delayed effectiveness including effectiveness determined upon a future event or events. Without discounting for lack of marketability or minority status except, if appropriate, for amendments to the articles of incorporation pursuant to subdivision A 5 of 13.1-730. 2. The directors are deadlocked in the management of the corporate affairs, the shareholders are unable to break the deadlock, and irreparable injury to the corporation is threatened or being suffered; or. There shall be no right to a jury trial. Promoting the arts, sciences, or advancement of knowledge; 6. That the net assets of the corporation remaining after winding up have been distributed to the shareholders, if shares were issued; and. A director or officer is considered to be serving an employee benefit plan at the corporation's request if the individual's duties to the corporation also impose duties on, or otherwise involve services by, the individual to the plan or to participants in or beneficiaries of the plan. [71] The contemporaneous meaning of the word "perfect" was complete, finished, fully informed, confident, or certain. H. For purposes of this section, other than subdivision C 3, "shareholder" includes a beneficial owner whose shares are held in a voting trust or by a nominee on the shareholder's behalf. To be entitled to be filed with the Commission, this chapter shall require or permit the document to be filed with the Commission. A. The court shall dispose of an application under this subsection on an expedited basis. The payment to each shareholder pursuant to subsection A shall be accompanied by: 1. 232, 571; 2003, c. 592; 2005, cc. A legal description by metes and bounds of each convertible land within the condominium. "Interested transaction" means a corporate action described in subsection A of 13.1-730, other than a merger pursuant to 13.1-719 or 13.1-719.1, involving an interested person in which any of the shares or assets of the corporation are being acquired or converted. F. Upon entry of an order under subsection C or E, the court shall dismiss the petition to dissolve the corporation under subdivision A 1 of 13.1-747 and the petitioning shareholder shall no longer have any rights or status as a shareholder of the corporation, except the right to receive the amounts awarded to him by the order of the court, which shall be enforceable in the same manner as any other judgment. The cost schedule shall (i) specify the charges for materials and labor, (ii) apply equally to all unit owners in good standing, and (iii) be provided to such requesting unit owner at the time the request is made. "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. 1. 2. D. If the Commission finds that the corporate name applied for is available, it shall register the name for the applicant's exclusive use. To change each issued and unissued authorized share of the class into a greater number of whole shares of that class; or. A disposition of a unit by a sale at an auction where a current public offering statement or resale certificate was made available as part of an auction package for prospective purchasers prior to the auction sale. 2. Code 1950, 13.1-70; 1956, c. 428; 1975, c. 500; 1985, c. 522; 1991, c. 109; 2005, c. 765; 2006, cc. Subdivision 1 shall not be applicable and appraisal rights shall be available pursuant to subsection A for the holders of any class or series of shares who are required by the terms of the corporate action requiring appraisal rights to accept for such shares anything other than cash or shares of any class or any series of shares of any corporation, or any other proprietary interest of any other entity, that satisfies the standards set forth in subdivision 1 at the time the corporate action becomes effective. Additional information required by the Common Interest Community Board to assure full and fair disclosure to prospective purchasers. If the shares are sold by reason of any forfeiture for more than the amount due on the subscription, the corporation shall pay the excess, after deducting the expense of sale, to the subscriber or the subscriber's representative. 1993, c. 1, 55-79.73:1; 1998, c. 32; 2007, c. 675; 2019, c. 712; 2020, c. 817. Doing every other act necessary to wind up and liquidate its business and affairs. D. A reserved corporate name may be used by its owner in connection with (i) the formation of, or an amendment to change the name of, a domestic stock or nonstock corporation, limited liability company, business trust, or limited partnership; (ii) an application for a certificate of authority or registration to transact business in the Commonwealth as a foreign stock or nonstock corporation, limited liability company, business trust, or limited partnership; or (iii) an amended application for such authority or registration, provided that the proposed name complies with the provisions of 13.1-630, 13.1-762, 13.1-829, 13.1-924, 13.1-1012, 13.1-1054, 13.1-1214, 13.1-1244, 50-73.2, or 50-73.56, as the case may be. The preparer of the resale certificate shall be liable to the seller in an amount equal to the actual damages sustained by the seller in an amount not to exceed $1,000. c. At prices and in amounts specified or determined in accordance with a formula; 3. them to a different vehicle for an additional fee. If a special meeting of shareholders is required to be called pursuant to 13.1-728.5, notice of the special meeting shall be given by the public corporation to all shareholders of record as of the record date set for the meeting, whether or not entitled to vote at the meeting. The name of a domestic limited partnership or a foreign limited partnership registered to transact business in the Commonwealth; 11. No condominium instruments shall be recorded unless all units located or to be located on any portion of the submitted land, other than within the boundaries of any convertible lands, are depicted on plats and plans that comply with the provisions of subsections A and B of 55.1-1920. Made intentional misrepresentations or concealed material facts in an application for registration. Mailing a copy of the advertisement or the notice containing the same information to the owner by certified or registered mail no less than 14 days prior to such sale and to the lienholders and their assigns, at the addresses noted in the memorandum of lien, by ordinary mail no less than 14 days prior to such sale shall be a sufficient compliance with the requirement of notice. The explicit reservation of an option to expand the condominium. Order indemnification or advance for expenses if the court determines that the director is entitled to indemnification or advance for expenses pursuant to a provision authorized by 13.1-704; or. B. Whenever this chapter conditions the effectiveness of a document upon the issuance of a certificate by the Commission to evidence the effectiveness of the document, the Commission shall by order issue the certificate if it finds that the document complies with the requirements of law and that all required fees have been paid. Any shutters, awnings, doors, windows, window boxes, doorsteps, porches, balconies, patios, or other apparatus designed to serve a single unit, but located outside the boundaries of such unit, are limited common elements appertaining to that unit exclusively, except that if a single unit's electrical master switch is located outside the designated boundaries of the unit, the switch and its cover are a part of the common elements. B. Code of Virginia. Code 1950, 13.1-47; 1956, c. 428; 1975, c. 500; 1985, c. 522; 2005, c. 765; 2010, c. 782; 2019, c. 734. In the case of a merger under 13.1-719, the parent corporation shall deliver an appraisal notice and form to all record shareholders who may be entitled to assert appraisal rights. c. Issued by an open end management investment company registered with the U.S. Securities and Exchange Commission under the federal Investment Company Act of 1940 and that may be redeemed at the option of the holder at net asset value. F. This article does not limit a corporation's power to pay or reimburse expenses incurred by a director or an officer in connection with his or her appearance as a witness in a proceeding at a time when he or she is not a party. G. Indebtedness of a corporation, including indebtedness issued as a distribution, is not considered a liability for purposes of determinations under subsection C if its terms provide that payment of principal and interest is made only if and to the extent that payment of a distribution to shareholders could then be made under this section. B. "Domestic business trust" has the same meaning as specified in 13.1-1201. Removal of child from adoptive home 63.2-1208. Upon the death of his father, Francis I on 18 August 1765, he became Grand Duke of Tuscany. The name of the converting entity and its jurisdiction of formation and entity type; 2. A. degree for the first time in 1910. "Secretary" means the corporate officer or other individual to whom the board of directors has delegated responsibility under subsection C of 13.1-693 for custody of the minutes of the meetings of the board of directors and of the shareholders and for authenticating records of the corporation. E. If a corporation's articles of incorporation authorize shareholders to cumulate their votes when electing directors, directors may not be elected by written consent pursuant to 13.1-657 unless it is unanimous. In cases of dispositions in a condominium where all units are restricted to nonresidential use, the provisions of 55.1-1974 through 55.1-1983 shall not apply, unless the method of offer or disposition is adopted for the purpose of evasion of this chapter. [17] All of these considerations of the political theory behind the Constitution have prompted the Supreme Court to articulate a variety of special rules of construction and principles for interpreting it. No person may advertise or represent that the Common Interest Community Board approves or recommends the condominium or disposition of any unit in the condominium. An "affiliated transaction" means any of the following transactions: 1. A notice or other communication may be given by any method of delivery, except that electronic transmissions shall be in accordance with this section. 234, 290; 1983, c. 60; 1984, cc. B. The provisions of this subsection shall not affect the priority of mechanics' and materialmen's liens. West Virginia. C. If an order is issued, the court may include provisions protecting the corporation from undue burden or expense, and prohibiting the director from using information obtained upon exercise of the inspection rights in a manner that would violate a duty to the corporation, and may also order the corporation to reimburse the director for the director's expenses incurred in connection with the application if the director proves that the corporation refused inspection without a reasonable basis for doubt about the director's right to inspect the books, records, and documents demanded. g. An application of a foreign corporation for a certificate of authority to transact business in the Commonwealth. Code 1950, 13-10, 13.1-24; 1956, c. 428; 1985, c. 522; 2005, c. 765; 2010, c. 782; 2019, c. 734. If any domestic corporation fails to file its annual report or pay its annual registration fee in a timely manner as required by this chapter, the Commission shall mail to each such corporation a notice of the impending termination of its corporate existence. The shareholder shall have such rights of contribution from other persons as are provided by the organic law of the domesticating corporation with respect to any interest holder liabilities preserved by subdivision 1, as if the domestication had not occurred. Except as provided by law or the plan of merger, all the rights, privileges, franchises, and immunities of each entity that was a party to the merger, other than the survivor, are the rights, privileges, franchises, and immunities of the survivor; and. The filing of the annual report required by this section shall begin upon the termination of the declarant control period pursuant to 55.1-1943. If the amount of such deposits is: 1. B. The identity of the acquiring person and each other member of any group of which the person is a part for purposes of determining the shares owned or to be owned, beneficially, by the acquiring person. It shall be unlawful for any person to sign a document that the person knows is false in any material respect with intent that the document be delivered to the Commission for filing. 2. The specification within this subsection of items that shall be shown on the plats shall not be construed to mean that the plats shall not also show all other items customarily shown or hereafter required for land title surveys. B. The amendment to the bylaws shall allocate votes in the unit owners' association to new units on the same basis as was used for the allocation of such votes to the units depicted on plats and plans recorded pursuant to subsections A and B of 55.1-1920 or shall abolish the votes appertaining to former units, as appropriate. A. For the purposes of the preceding sentence only, the calculation of the fraction of undivided interest shall be based upon the total undivided interests assigned or to be assigned to all units registered with the Common Interest Community Board pursuant to subsection B of 55.1-1978 and described pursuant to subdivision A 4, B 2, or C 8 of 55.1-1916. 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; 1990, c. 228; 2005, c. 765; 2007, c. 165; 2019, c. 734. "Proceeding" includes civil suit and criminal, administrative, and investigatory action. The decision of the independent appraisers shall be distributed to the unit owners and become final unless disapproved within 30 days after distribution by unit owners of units to which one quarter of the votes in the unit owners' association appertain. A foreign corporation whose certificate of authority to transact business in the Commonwealth has been withdrawn or revoked may be relieved of the withdrawal or revocation and have its certificate of authority reinstated by the Commission within five years after the date of withdrawal or revocation unless the certificate of authority was revoked by order of the Commission pursuant to subdivision A 1 of 13.1-769. "[49] The phrase has been construed as affirming that the national government created by the Constitution derives its sovereignty from the people,[50] (whereas "United Colonies" had identified external monarchical sovereignty) as well as confirming that the government under the Constitution was intended to govern and protect "the people" directly, as one society, instead of governing only the states as political units. 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