13.1-875 - Definitions.
§ 13.1-875. 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 such person's duties to the corporation also imposeduties on, or otherwise involve services by, such person to the plan or toparticipants in or beneficiaries of the plan. "Director" or "officer"includes, unless the context requires otherwise, the estate or personalrepresentative of a director 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 § 13.1-881, 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.
(1985, c. 522; 2007, c. 925; 2009, c. 587.)