About www.VirginiaCorporation.US

This website is based upon the "Web 2.0" model of user contributed content and interaction. The purpose of this website is to provide useful reference links, resource material and information related to the relevant topic that is the subject of this website.  Our content is based primarily on the basis of user driven contributions and submissions.  As a general matter, any user may register on this website and immediately begin to access or contribute relevant content. Individuals and organizations desiring to contribute content on a regular basis may contact us to explore other more formal levels of participation which may include the ability to publish a regular column or blog via this website, to serve as a webmaster or editor, to advertise via this website, to moderate a discussion forum topic, or to explore other means to contribute.

This website is owned and sponsored as a public service new media and information resource by Virginia Web Resources, LLC, a "new media" organization which owns and sponsors a variety of informational oriented web sites and internet web services.

You may contact the webmaster of this website via the Contact menu option of the left sidebar on our home page (note, this is preferable to email since our spam filters exclude the vast majority of emails).  Contact information for Virginia Web Resources, LLC may be found at that organization's website at www.VirginiaWebResources.com

Terms of Use for www.VirginiaCorporation.US

 As used in the Terms of Use ("TOU") "VirginiaCorporation.US"(sm) means all pages, files, images, information, intellectual property and interactive services offered under the internet domain URL "http://www.VirginiaCorporation.US" and all internet pages and content featured thereunder (this "Website"), and, as used hereafter and elsewhere in this website includes, without limitation, (1) Virginia Web Resources, LLC, a Virginia limited liability company which is the owner of this site, and its members, officers, agents and employees, and (2) contributors to the editorial content of this site.

This page sets forth the basic "Terms of Use" for this Website. Terms of use for sites at external links contained in this Website are, of course, subject to and governed by the respective terms established by the owners of those sites.

 By accessing and using this Website by any means or in any manner whatsoever, or by submitting information or data for posting on this Website you agree to be bound by these Terms of Use as a legal agreement.

Our Terms of Use consist of three basic parts:

Basic Terms of Use Agreement - the Agreement set forth below which applies to all portions of this site and activities relating to this Website and all material accessed, submitted or posted hereunder. By using or accessing this Website in any manner you agree to be bound by these.

Special Terms of Use - special terms or conditions which apply only to a portion of this Website or specified features or to registered users of a certain class or type and which are noted by reference throughout the site in various areas (e.g. bulletin board, chat rooms, form submissions, etc).

Policies - Various policies which we establish and revise from time to time relating to this Website. By accepting our Terms of Service, you agree to abide by our Policies as in effect from time to time.

Basic Terms of Use Agreement

 In consideration of accessing information made available by this Website, whether via the URL "http://www.VirginiaCorporation.US", or otherwise, by viewing, downloading, posting, subscribing to, or otherwise participating in electronic communications forums sponsored by this Website YOU hereby, with the intention, under seal, to be legally bound under the laws of the Commonwealth of Virginia, United States of America, agree as follows:

• You accept and agree to be bound by this Basic Terms of Use Agreement and, to the extent applicable as a result of your accessing and using a particular feature, any Special Terms of Use and Policies.
• You represent that to the extent you register for the use of any service under this Website, you are the person named for whom the information is submitted or are acting with the authority and permission of the named person or entity and have the capacity to enter into these Terms of service as a legally binding contract on their behalf.
• You represent and warrant that all information submitted to or posted via any service offered by this Website is true and that such information is not owned by or subject to any copyright, trademark, or other rights of others (or, if so owned or subject to such other ownership or rights, that your submission or use is with permission or other legal right), and you agree to indemnify and hold Virginia Web Resources, LLC, a Virginia limited liability company (the owner of this Website) harmless from and against any liability, cost or expense whatsoever resulting from your breach of this representation.
• You grant this Website and its successors and assigns a perpetual royalty-free nonexclusive license to use any and all such submissions or information in any form of media and subject to such edits and updates as we deem appropriate, whether electronic, paper, or otherwise, either with or without attribution to you as the author thereof.
• You agree to indemnify and hold this Website harmless against any and all loss, cost damage or expense of any kind or nature whatsoever resulting from any willful material unauthorized or false submission by you.
• You acknowledge that you are aware that the information provided on this site is general and nature and does not take into account any facts or circumstances that may be unique to your personal situation or circumstances. This Website has no liability for any false, inaccurate or improperly posted or maintained information or data whatsoever, and you waive and release this Website from any and all liability from any unintentional errors or omissions that may occur in the use and posting of submitted information. Although we have no legal obligation to do so, we will generally use good faith efforts to correct errors or remove erroneous material when notified of such.
• You agree that all activity by you relating to your use of this Website shall be deemed to occur in the Commonwealth of Virginia, that you consent to personal jurisdiction in the Commonwealth of Virginia, and that this Terms of Use Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia (without regard to conflicts of law principles that might otherwise apply) and that the sole and exclusive venue for any disputes under this agreement or otherwise relating to your use, access to or otherwise pertaining to this Website and you shall be the Circuit Court for Fairfax County, Virginia or the United States District Court for the Eastern District of Virginia, sitting in Alexandria, Virginia and you consent to service of process by mail or by E-mail to your last known address as provided by you to this Website.
• You agree, at the option of this Website in its sole and absolute discretion, that any disputes hereunder or otherwise arising from or related to your use of, access to, or submissions to this Website may, at the option of this Website, be submitted for binding arbitration to any reputable arbitration sponsor selected by this Website.
• You acknowledge and agree that no duty of confidentiality arises or exist with respect to any information submitted to this Website whether by E-mail, posting, or otherwise. You acknowledge and agree that to the extent that by use of this service, you engage in a communicative dialogue with any licensed professional attorney, accountant, financial advisor or otherwise, no client relationship of any kind or nature shall arise or exist and no such professional who post information or otherwise responds to you through or by means of this Website shall have any obligation, duty or liability to you whatsoever.
• You represent that you are at least 18 years of age.

Policies - Effective January 1, 2007

Copyright

The design, format, and structure of our pages, directories, and other portions of this Website, to the extent not owned by others (such as the developers of the programs we license and utilize as part of our site or content contributed by third parties ) are copyright by this Website and it is unlawful to reproduce such pages and formats or the information contained therein without the express written consent of this Website or the owner of such other material. Material and information linked to is and remains the property of the respective owners thereof, and any usage of such material is subject to applicable copyright and other laws and requirements of the owners of those sites.

Linking

We welcome links to our site from other sites and grant license to do so freely provided the following conditions are satisfied:

1. The link is to our home page and not to a "deep link" (sub page or part of our site unless we have granted our express written permission for such a deep link).
2. The link is not placed within a frame or otherwise intended to be viewed in a manner which makes our site appear to be part of or sponsored by some other site or which does not permit the display of the entire page and contents, including navigation bars and banners.
3. By linking to our site you grant us permission to link to your site. Unless you otherwise advise us by E-mail, such permission is permission to link to you home page or any deep link within provided we also do not place such link within a frame or otherwise limit the display of the entire page and contents, including navigation bars and banners.
4. The site from which our site is linked must not be of an obscene or sexually oriented nature, one devoted to ethnic hate or religious intolerance, or one which contains graphic portrayals of violence or other acts or scenes generally considered distasteful by community standards and the usage and link to our site must be done in a tasteful manner consistent with Virginia community standards (i.e. links are not placed in the context of sexually oriented content, " ethnic hate oriented content", or other defamatory or obscene material.
5. You agree to notify us of the link via E-mail.
6. You agree that if requested, you will remove the link.

Submissions

By submitting information to our site, whether by posting to a bulletin board, participation in a chat room, subscription to a newsletter, submission of a directory listing or otherwise providing information to us or to others by means of our site you represent and warrant to this Website that (1) if made on behalf of a business entity or a person other than You, that You have legal power and authority to make such submission, (2) that the information contained in such submission is true, (3) that You own or have the right to submit such information and that such information is not the property of or subject to copyright, any other rights of others, or any other restriction or limitation upon its use, and (4) that this Website is granted a perpetual non- exclusive royalty free license to use such submitted information in any form or manner, whether electronic, digital or otherwise.

You further agree to indemnify and hold this Website harmless against any and all cost, loss or expense if any of the foregoing are not true.

Use of this Website

You agree to abide by all applicable local, state, national and international laws and regulations and are solely responsible for all acts or omissions that occur under your registered user name or password, including the content of your postings and transmissions through the features of this Website. By way of example, and not as a limitation, you agree not to:

• Use this Website in connection with surveys, contests, pyramid schemes, chain letters, junk email, spamming or any duplicative or unsolicited messages (commercial or otherwise). publish, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful material or information.
• Harvest or otherwise collect information about others, including email addresses, without their consent.
• Create a false identity for the purpose of misleading others as to the identity of the sender or the origin of a message. The foregoing is not intended to prohibit anonymous postings, rather if you use a name other than your true identity, it should be clear that it is an anonymous posting rather than a effort to appear as a posting under another real person or firm's name.
• Use, download or otherwise copy, or provide (whether or not for a fee) to any person or entity any directory of other registered users or other user or usage information or any portion thereof other than in the context of your use of the Service.
• Transmit or upload any material that contains viruses, trojan horses, worms, time bombs, cancelbots, or any other harmful or deleterious programs.
• Attempt to gain unauthorized access to the this Website or any server or directory for which you do not have valid authorization.
• Interfere with another party's use and enjoyment of this Website or another individual's or entity's use and enjoyment of similar services.

Privacy Policy

The following summarizes how we will handle information we learn about you from your visit to our website. The information we learn depends upon what you do when visiting our site. Our Home Page and the Terms of Use linked thereon provide that by accessing, retrieving files from or sending files, form submissions or E-mail to and using our site you agree to be bound by those Terms of Use as a legal agreement.

We outsource virtually all our operations, support and functions to various third parties. Although we seek to disclose the policies and contractual and legal obligations of these providers, we disclaim any and all liability for failure to accurately disclose practices of those third parties (or of their
employees or contractors) which may vary from the policies and procedures described herein. Under our Terms of Use, you waive any liability on the part of this website and its owners, employees and agents for actions or omissions of third parties providing software, hardware or other support or services to us. Nonetheless, if you become aware of actions of such parties which you believe are not consistent with the Privacy Policy set forth herein, please notify us and we will endeavor to correct the situation.

    Via software provided by our web host provider we collect certain information automatically when you visit any of our site web pages. This includes the placement of "cookies" upon your computer so that we may track your visits to and activity upon our site based upon your originating IP address. Generally, your originating IP address does not disclose your personal identity, but merely identifies you as a user from your internet service provider or, for visitors accessing thru a business account, the internet domain of your business. Although we do not seek to solicit or otherwise obtain further identifying information, it is possible that this information, coupled with access to the IP address logs of your internet service provider could permit the future individual identification of you as a user. Other information will only be collected if you voluntarily submit that information by entry or registration and submittal or by accepting a "cookie" designed to gather and track certain information. Information collected may be aggregated and used for our purposes, however, unless expressly otherwise noted on part of our site at this time it is our policy that individual user information is not resold or otherwise made available to any third parties (other than consultants working for us on the development of this site) for commercial or other purposes without your express consent and acknowledgment of that possible use. We will, however, make information, available to law enforcement personal or whenever required by order or subpoena issued by a court or other regulatory or governmental body. Although we (1) disclaim any obligation to contest the validity of any such request order or subpoena, and (2) assume no liability for failure or inability to do so or to notify you, we will use reasonable efforts to notify you by E-mail (assuming we have your E-mail address), and if you wish to contest such request order or subpoena on bona fide grounds through valid use of judicial process through legal counsel acceptable to us, we will generally cooperate in such efforts.

If you visit our site to read or download information, we utilize software programs provided by our web server hosting services provider to collect and store the following information about you: the name of the domain from which you access the Internet (for example, aol.com, if you are connecting from an America Online account, or gmu.edu if you are connecting from George Mason University's domain); the date and time you access our site; pages within our site which you access, and, if applicable, the Internet address of the website from which you linked directly to our site. In addition, for repeat users of certain features on our site, the program offers you the option of having a "cookie" placed upon your own computer so that our computers will recognize you on repeat visits without need for re-entry of a password. If you share your computer with others, you may wish to consider whether or not you desire to use this feature as it could permit those other users to make posting under your name.  We use the information we collect to measure the number of visitors to the different sections of our site, to gauge the level of interest among visitors in various topics, and to help us make our site more useful to visitors.

You may personally identify yourself by registering, sending an E-mail or by registering for and participating in one of our features. You may provide other personal information by completing an online form and submitting that form to us.  We permit registration from any valid email address, and you may chose to use an anonymous email address or hide your name. Users are cautioned to be careful not to pose queries or responses which could disclose confidential information about and company or business, particularly insider information regarding publicly traded concerns.

To the extent you provide identifying information by posting to or participating in our bulletin boards, visible information posted by you will be generally available to other visitors to our site. As a registered user, you are given certain options about information that you chose to make publicly
available. Our site Terms of Use provide that by using our site you (and others) agree not to exploit or utilize information or E-mail addresses posted by others for commercial use. If you become aware of a violation of this term by any third party, please advise us.

Unfortunately, some users may not honor this policy, and it is possible that providing an E-mail address may result in "spammers" obtaining and using your E-mail address.

Our policies and terms of use are subject to change from time to time and you should check this page periodically for revisions.  Under our Terms of Use, by accessing our website you accept and agree to our Terms of Use as then in effect.

Copyright & Notices of Claimed Copyright Infringement

We desire to respect the copyright and intellectual property rights of third parties and we ask that users and submitters of material or postings to our site do likewise. Our website Terms of Use require than all site users own or have the legal right to post any information they submit, and we hope that they will follow their agreement in that regard. We will remove content and postings that we believe may infringe the copyright or other intellectual property rights of others. In addition, we may cooperate with the owners of copyright and other intellectual property in the identification of those parties who infringe the copyright or other intellectual property rights of others.

If you believe that your copyright or other rights in any material has been infringed on this website, please notify our agent for Notice of Claims of Copyright Infringement Pursuant to Title 17, United States Code, Section 512(c)(2):

Robert Webb
Squire Sanders & Dempsey
8000 Towers Crescent Drive, Suite 1400
Tysons Corner, VA 22182

You must provide our agent with the following information:
 

• Identification (please include the specific and complete URL) of the copyrighted work that you claim has been infringed;
• Identification of the material on our site that you claim is infringing, with enough detail so that we may locate it on the site;
• Your name, address, telephone number, fax number and e-mail address; if you are not the owner and copyright holder, please explain your relationship to the owner and provide the forgoing information for the party you believe to be the true owner and/or copyright holder.
• A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
• A statement by you declaring under penalty of perjury that (a) the above information in your Notice is accurate, and (b) that you are the owner of the copyright interest involved or that you are authorized to act on behalf of that owner;
• Your physical or electronic signature.
  

� 13.1-602. Reservation of power to amend or repeal.

The General Assembly shall have power to amend or repeal all or part of this Act at any time and all domestic and foreign corporations subject to this Act shall be governed by the amendment or repeal.

� 13.1-603. Definitions.

In this chapter:

"Articles of incorporation" means all documents constituting, at any particular time, the charter of a corporation. It includes the original charter issued by the General Assembly, a court or the Commission and all amendments including certificates of consolidation, serial designation, reduction, correction, and merger, except for a certificate of merger with a subsidiary pursuant to � 13.1-719 that does not include an amendment to the survivor's articles of incorporation. It excludes articles of share exchange filed by an acquiring corporation. When the articles of incorporation have been restated pursuant to any articles of restatement, amendment, domestication, or merger, it includes only the restated articles of incorporation, including any articles of serial designation, without the accompanying articles of restatement, amendment, domestication, or merger.

"Authorized shares" means the shares of all classes a domestic or foreign corporation is authorized to issue.

"Certificate," when relating to articles filed with the Commission, means the order of the Commission that makes the articles effective, together with the articles.

"Commission" means the State Corporation Commission of Virginia.

"Conspicuous" means so written that a reasonable person against whom the writing is to operate should have noticed it. For example, printing in italics or boldface or contrasting color, or typing in capitals or underlined, is conspicuous.

"Corporation" or "domestic corporation" means a corporation authorized by law to issue shares, irrespective of the nature of the business to be transacted, organized under this chapter or existing pursuant to the laws of the Commonwealth on January 1, 1986, or which, by virtue of articles of incorporation, amendment, or merger, has become a domestic corporation of the Commonwealth, even though also being a corporation organized under laws other than the laws of the Commonwealth, or which has become a domestic corporation of the Commonwealth pursuant to Article 12.1 (� 13.1-722.2 et seq.) or Article 12.2 (� 13.1-722.8 et seq.) of this chapter.

"Deliver" or "delivery" means any method of delivery used in conventional commercial practice, including delivery by hand, mail, commercial delivery, and electronic transmission.

"Derivative proceeding" means a civil suit in the right of a domestic corporation or, to the extent provided in Article 8.1 (� 13.1-672.1 et seq.) of Chapter 9 of this title, a foreign corporation.

"Disinterested director" means, except with respect to Article 14 (� 13.1-725 et seq.) of this chapter, a director who, at the time action is to be taken under � 13.1-672.4, 13.1-691, 13.1-699 or 13.1-701, does not have (i) a financial interest in a matter that is the subject of such action or (ii) a familial, financial, professional, employment or other relationship with a person who has a financial interest in the matter, either of which would reasonably be expected to affect adversely the objectivity of the director when participating in the action, and if the action is to be taken under � 13.1-699 or 13.1-701, is also not a party to the proceeding. The presence of one or more of the following circumstances shall not by itself prevent a person from being a disinterested director: (i) nomination or election of the director to the current board by any person, acting alone or participating with others, who is so interested in the matter; (ii) service as a director of another corporation of which an interested person is also a director; or (iii) at the time action is to be taken under � 13.1-672.4, status as a named defendant, as a director against whom action is demanded, or as a director who approved the act being challenged.

"Distribution" means a direct or indirect transfer of money or other property, except its own shares, or incurrence of indebtedness by a corporation to or for the benefit of its shareholders in respect of any of its shares. A distribution may be in the form of a declaration or payment of a dividend; a purchase, redemption, or other acquisition of shares; a distribution of indebtedness of the corporation; or otherwise. Distribution does not include acquisition by a corporation of its shares from the estate or personal representative of a deceased shareholder, or any other shareholder, but only to the extent the acquisition is effected using the proceeds of insurance on the life of such deceased shareholder and the board of directors approved the policy and the terms of the redemption prior to the shareholder's death.

"Domestic business trust" has the same meaning as specified in � 13.1-1201.

"Domestic limited liability company" has the same meaning as specified in � 13.1-1002.

"Domestic limited partnership" has the same meaning as specified in � 50-73.1.

"Domestic nonstock corporation" has the same meaning as "domestic corporation" as specified in � 13.1-803.

"Domestic partnership" means an association of two or more persons to carry on as co-owners a business for profit formed under � 50-73.88, or predecessor law of the Commonwealth, and includes, for all purposes of the laws of the Commonwealth, a registered limited liability partnership.

"Effective date of notice" is defined in � 13.1-610.

"Electronic transmission" means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process. Any term used in this definition that is defined in � 59.1-480 shall have the meaning set forth in such section.

"Eligible entity" means a domestic or foreign unincorporated entity or a domestic or foreign nonstock corporation.

"Eligible interests" means interests or memberships.

"Employee" includes, unless otherwise provided in the bylaws, an officer but not a director. A director may accept duties that make him also an employee.

"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.

"Foreign business trust" has the same meaning as specified in � 13.1-1201.

"Foreign corporation" means a corporation authorized by law to issue shares, organized under laws other than the laws of the Commonwealth.

"Foreign limited liability company" has the same meaning as specified in � 13.1-1002.

"Foreign limited partnership" has the same meaning as specified in � 50-73.1.

"Foreign nonstock corporation" has the same meaning as "foreign corporation" as specified in � 13.1-803.

"Foreign partnership" means an association of two or more persons to carry on as co-owners of a business for profit formed under the laws of any state or jurisdiction other than the Commonwealth, and includes, for all purposes of the laws of the Commonwealth, a foreign registered limited liability partnership.

"Foreign registered limited liability partnership" has the same meaning as specified in � 50-73.79.

"Foreign unincorporated entity" means an unincorporated entity whose internal affairs are governed by an organic law of a jurisdiction other than the Commonwealth.

"Government subdivision" includes authority, county, district, and municipality.

"Includes" denotes a partial definition.

"Individual" means a natural person.

"Interest" means either or both of the following rights under the organic law of an unincorporated entity:

1. The right to receive distributions from the entity either in the ordinary course or upon liquidation; or

2. The right to receive notice or vote on issues involving its internal affairs, other than as an agent, assignee, proxy or person responsible for managing its business and affairs.

"Means" denotes an exhaustive definition.

"Membership" means the rights of a member in a domestic or foreign nonstock corporation or limited liability company.

"Notice" is defined in � 13.1-610.

"Organic document" means the document, if any, that is filed of public record to create an unincorporated entity. Where an organic document has been amended or restated, the term means the organic document as last amended or restated.

"Organic law" means the statute governing the internal affairs of a domestic or foreign corporation or eligible entity.

"Person" includes an individual and an entity.

"Principal office" means the office, in or out of the Commonwealth, where the principal executive offices of a domestic or foreign corporation are located, or, if there are no such offices, the office, in or out of the Commonwealth, so designated by the board of directors. The designation of the principal office in the most recent annual report filed pursuant to � 13.1-775 shall be conclusive for purposes of this chapter.

"Proceeding" includes civil suit and criminal, administrative, and investigatory action conducted by a governmental agency.

"Public corporation" means a corporation that has shares listed on a national securities exchange or regularly traded in a market maintained by one or more members of a national or affiliated securities association.

"Record date" means the date established under Article 7 (� 13.1-638 et seq.) or Article 8 (� 13.1-654 et seq.) of this chapter on which a corporation determines the identity of its shareholders and their shareholdings for purposes of this chapter. The determination shall be made as of the close of business at the principal office of the corporation on the record date unless another time for doing so is specified when the record date is fixed.

"Shareholder" means the person in whose name shares are registered in the records of the corporation, the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation, or the beneficial owner of shares held in a voting trust.

"Shares" means the units into which the proprietary interests in a corporation are divided.

"State" when referring to a part of the United States, includes a state and commonwealth, and their agencies and governmental subdivisions; and a territory and insular possession, and their agencies and governmental subdivisions, of the United States.

"Subscriber" means a person who subscribes for shares in a corporation, whether before or after incorporation.

"Subsidiary" means, as to any corporation, any other corporation of which it owns, directly or indirectly, voting shares entitled to cast a majority of the votes entitled to be cast generally in an election of directors of such other corporation.

"Unincorporated entity" or "domestic unincorporated entity" means a domestic partnership, limited liability company, limited partnership or business trust.

"United States" includes district, authority, bureau, commission, department, and any other agency of the United States.

"Voting group" means all shares of one or more classes or series that under the articles of incorporation or this chapter are entitled to vote and be counted together collectively on a matter at a meeting of shareholders. All shares entitled by the articles of incorporation or this chapter to vote generally on the matter are for that purpose a single voting group.

"Voting power" means the current power to vote in the election of directors.

� 13.1-604. Filing requirements.

A. A document shall satisfy the requirements of this section, and of any other section that adds to or varies these requirements, to be entitled to be filed with the Commission.

B. The document shall be one that this chapter requires or permits to be filed with the Commission.

C. The document shall contain the information required by this chapter. It may contain other information as well.

D. The document shall be typewritten or printed or, if electronically transmitted, shall be in a format that can be retrieved or reproduced in typewritten or printed form. The typewritten or printed portion shall be in black. Photocopies, or other reproduced copies, of typewritten or printed documents may be filed. In every case, information in the document shall be legible and the document shall be capable of being reformatted and reproduced in copies of archival quality.

E. The document shall be in the English language. A corporate name need not be in English if written in English letters or Arabic or Roman numerals. The articles of incorporation, duly authenticated by the official having custody of corporate records in the state or country under whose law the corporation is incorporated, which are required of foreign corporations need not be in English if accompanied by a reasonably authenticated English translation.

F. The document shall be executed in the name of the corporation:

1. By the chairman or any vice-chairman of the board of directors, the president, or any other of its officers authorized to act on behalf of the corporation;

2. If directors have not been selected or the corporation has not been formed, by an incorporator; or

3. If the corporation is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary.

G. Any annual report required to be filed by � 13.1-775 shall be executed in the name of the corporation by an officer or director listed in the report.

H. The person executing the document shall sign it and state beneath or opposite his signature his name and the capacity in which he signs. Any signature may be a facsimile. The document may but need not contain a corporate seal, attestation, acknowledgment, or verification.

I. If, pursuant to any provision of this chapter, the Commission has prescribed a mandatory form for the document, the document shall be in or on the prescribed form.

J. The document shall be delivered to the Commission for filing and shall be accompanied by the required filing fee, and any franchise tax, charter or entrance fee or registration fee required by this chapter.

K. The Commission may accept the electronic filing of any information required or permitted to be filed by this chapter and may prescribe the methods of execution, recording, reproduction and certification of electronically filed information pursuant to � 59.1-496.

L. Whenever a provision of this chapter permits any of the terms of a plan or a filed document to be dependent on facts objectively ascertainable outside the plan or filed document, the following provisions apply:

1. The plan or filed document shall specify the nationally recognized news or information medium in which the facts can be found or otherwise state the manner in which the facts can be objectively ascertained. The manner in which the facts will operate upon the terms of the plan or filed document shall be set forth in the plan or filed document.

2. The facts may include:

a. Any of the following that are available in a nationally recognized news or information medium either in print or electronically: statistical or market indices, market prices of any security or group of securities, interest rates, currency exchange rates or similar economic or financial data;

b. A determination or action by any person or body, including the corporation or any other party to a plan or filed document; or

c. The terms of, or actions taken under, an agreement to which the corporation is a party, or any other agreement or document.

3. As used in this subsection:

a. "Filed document" means a document filed with the Commission under � 13.1-619 or Article 11 (� 13.1-705 et seq.) or 12 (� 13.1-715.1 et seq.) of this chapter; and

b. "Plan" means a plan of merger or share exchange.

4. The following terms of a plan or filed document may not be made dependent on facts outside the plan or filed document:

a. The name and address of any person required in a filed document;

b. The registered office of any entity required in a filed document;

c. The registered agent of any entity required in a filed document;

d. The number of authorized shares and designation of each class or series of shares;

e. The effective date of a filed document; and

f. Any required statement in a filed document of the date on which the underlying transaction was approved or the manner in which that approval was given.

5. If a term of a filed document is made dependent on a fact objectively ascertainable outside of the filed document, and that fact is not objectively ascertainable by reference to a source described in subdivision 2 a of this subsection or a document that is a matter of public record, or the affected shareholders have not received notice of the fact from the corporation, then the corporation shall file with the Commission articles of amendment setting forth the fact promptly after the time when the fact referred to is first objectively ascertainable or thereafter changes. Articles of amendment under this subdivision are deemed to be authorized by the authorization of the original filed document or plan to which they relate and may be filed by the corporation without further action by the board of directors or the shareholders.

6. The provisions of subdivisions 1, 2, and 5 of this subsection shall not be considered by the Commission in deciding whether the terms of a plan or filed document comply with the requirements of law.

� 13.1-604.1. Filings with the Commission pursuant to reorganization.

A. Notwithstanding anything to the contrary contained in � 13.1-604, 13.1-619, 13.1-720 or 13.1-743, whenever, pursuant to any applicable statute of the United States relating to reorganizations of corporations, a plan of reorganization of a corporation has been confirmed by the decree or order of a court of competent jurisdiction, the corporation may put into effect and carry out the plan and decrees of the court relative thereto, (i) through an amendment or amendments to the corporation's articles of incorporation containing terms and conditions permitted by this chapter, (ii) through a plan of merger or share exchange, or (iii) through dissolution, without action by the board of directors or shareholders to carry out the plan of reorganization ordered or decreed by such court of competent jurisdiction under federal statute.

B. The individual or individuals designated by the court shall file with the Commission articles of amendment, merger, share exchange, or dissolution, which, in addition to the matters otherwise required or permitted by law to be set forth therein, shall set forth:

1. The name of the corporation;

2. The text of each amendment, plan of merger or share exchange or dissolution approved by the court;

3. The date of the court's order or decree approving the articles of amendment, plan of merger or share exchange or dissolution;

4. The title of the reorganization proceeding in which the order or decree was entered; and

5. A statement that the court had jurisdiction of the proceeding under federal statute.

C. If the Commission finds that the articles of amendment, merger, share exchange or dissolution comply with the requirements of law and that all required fees have been paid, it shall issue a certificate of amendment, merger, share exchange or dissolution.

D. This section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan.

� 13.1-605. Issuance of certificate by Commission; recordation of documents.

A. 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. The Commission shall admit any such certificate to record in its office.

B. Whenever the Commission is directed to admit any document to record in its office, it shall cause it to be spread upon its record books or to be recorded or reproduced in any other manner the Commission may deem suitable. Except as otherwise provided by law, the Commission may furnish information from and provide access to any of its records by any means the Commission may deem suitable.

� 13.1-606. Effective time and date of document.

A. A certificate issued by the Commission is effective at the time such certificate is issued, unless the certificate relates to articles filed with the Commission and the articles state that the certificate shall become effective at a later time and date specified in the articles. In that event the certificate shall become effective at the earlier of the time and date so specified or 11:59 p.m. on the fifteenth day after the date on which the certificate is issued by the Commission. Any other document filed with the Commission shall be effective when accepted for filing unless otherwise provided for in this chapter.

B. Notwithstanding subsection A of this section, any certificate that has a delayed effective time and date shall not become effective if, prior to the effective time and date, the parties to the articles to which the certificate relates file a request for cancellation with the Commission and the Commission, by order, cancels the certificate.

C. Notwithstanding subsection A of this section, 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.

� 13.1-607. Correcting filed articles.

A. The board of directors of a corporation may authorize correction of any articles filed with the Commission if (i) the articles contain an inaccuracy; (ii) the articles were not properly authorized or defectively executed, attested, sealed, verified, or acknowledged; or (iii) the electronic transmission of the articles to the Commission was defective.

B. Articles are corrected by filing with the Commission articles of correction setting forth:

1. The name of the corporation prior to filing;

2. A description of the articles to be corrected, including their effective date;

3. Each inaccurate or defective matter that is to be corrected;

4. The correction of each inaccurate or defective matter; and

5. A statement that the board of directors authorized the correction and the date of such authorization.

C. Upon the issuance of a certificate of correction by the Commission, the articles of correction shall become effective as of the effective date and time of the articles they correct except as to persons relying on the uncorrected articles and adversely affected by the correction. As to those persons, articles of correction are effective upon the issuance of the certificate of correction.

D. No articles of correction shall be accepted by the Commission when received more than 30 days after the effective date of the certificate relating to the articles to be corrected.

� 13.1-608. Evidentiary effect of copy of filed document.

A certificate attached to a copy of any document admitted to the records of the Commission, bearing the signature of the clerk of the Commission or a member of the staff of the office of the clerk, which in either case may be in facsimile, and the seal of the Commission, which may be in facsimile, is conclusive evidence that the document has been admitted to the records of the Commission.

� 13.1-609. Certificate of good standing.

A. Anyone may apply to the Commission to furnish a certificate of good standing for a domestic or foreign corporation.

B. The certificate shall state that the corporation is in good standing in this Commonwealth and shall set forth:

1. The domestic corporation's corporate name or the foreign corporation's corporate name used in this Commonwealth;

2. That (i) the domestic corporation is duly incorporated under the law of this Commonwealth, the date of its incorporation, and the period of its duration if less than perpetual; or that (ii) the foreign corporation is authorized to transact business in the Commonwealth; and

3. If requested, a list of all certificates relating to articles filed with the Commission that have been issued by the Commission with respect to such corporation and their respective effective dates.

C. A domestic corporation or a foreign corporation authorized to transact business in this Commonwealth shall be deemed to be in good standing if:

1. All fees, fines, penalties and interest assessed, imposed, charged or to be collected by the Commission pursuant to this chapter have been paid;

2. An annual report required by � 13.1-775 has been delivered to and accepted by the Commission; and

3. No certificate of dissolution, certificate of withdrawal, or order of reinstatement prohibiting the domestic corporation from engaging in business until it changes its corporate name has been issued or such certificate or prohibition no longer is in effect.

D. The certificate may state any other facts of record in the office of the clerk of the Commission that may be requested by the applicant.

E. Subject to any qualification stated in the certificate, a certificate of good standing issued by the Commission may be relied upon as conclusive evidence that the domestic or foreign corporation is in good standing in the Commonwealth.

� 13.1-610. Notice.

For purposes of this chapter, except for notice to or from the Commission:

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. Notice by electronic transmission is written notice.

B. Notice may be communicated in person; by mail or other method of delivery; or by telephone, voice mail, or other electronic means. If these forms of personal notice are impracticable, notice may be communicated by a newspaper of general circulation in the area where the notice is intended to be given, or by radio, television or other form of public broadcast communication in the area where the notice is intended to be given.

C. Written notice by a domestic or foreign corporation to its shareholder, if in a comprehensible form, is effective (i) upon deposit in the United States mail, if mailed postpaid and correctly addressed to the shareholder's address shown in the corporation's current record of shareholders, or (ii) when electronically transmitted to the shareholder in a manner authorized by the shareholder.

D. Written notice to a domestic or foreign corporation, authorized to transact business in the Commonwealth, may be addressed to its registered agent at its registered office or to the secretary of the corporation at its principal office shown in its most recent annual report or, in the case of a foreign corporation that has not yet filed an annual report, in its application for a certificate of authority.

E. Except as provided in subsection C, written notice, if in a comprehensible form, is effective at the earliest of the following:

1. When received;

2. Five days after its deposit in the United States mail if mailed postpaid and correctly addressed;

3. On the date shown on the return receipt if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee.

F. Oral notice is effective when communicated if communicated in a comprehensible manner.

G. When this chapter prescribes notice requirements for particular circumstances, those requirements govern. If articles of incorporation or bylaws prescribe notice requirements not inconsistent with this section or other provisions of this chapter, those requirements govern.

H. Without limiting the manner by which notice otherwise may be given effectively to shareholders, any notice to shareholders given by the corporation, under any provision of this chapter, the articles of incorporation or the bylaws, shall be effective if given by a form of electronic transmission consented to by the shareholder to whom the notice is given. Any such consent shall be revocable by the shareholder by written notice to the corporation. Any such consent shall be deemed revoked if (i) the corporation is unable to deliver by electronic transmission two consecutive notices given by the corporation in accordance with such consent and (ii) such inability becomes known to the secretary or an assistant secretary of the corporation or to the transfer agent, or other person responsible for the giving of notice; provided, however, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action. Notice given pursuant to this subsection shall be deemed given: (a) if by facsimile telecommunication, when directed to a number at which the shareholder has consented to receive notice; (b) if by electronic mail, when directed to an electronic mail address at which the shareholder has consented to receive notice; (c) if by a posting on an electronic network together with separate notice to the shareholder of such specific posting when such notice is directed to the record address of the shareholder or to such other address at which the shareholder has consented to receive notice, upon the later of such posting or the giving of such separate notice; and (d) if by any other form of electronic transmission, when consented to by the shareholder. An affidavit of the secretary or an assistant secretary or of the transfer agent or other agent of the corporation that the notice has been given by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein. This subsection shall not apply to subsection D of � 13.1-642.

I. Without limiting the manner by which notice otherwise may be given effectively to shareholders, any notice to shareholders given by a public corporation, under any provision of this chapter, the articles of incorporation or the bylaws, shall be effective if given in a manner permitted by the rules and regulations under the Securities Exchange Act of 1934, provided that the corporation has first received any affirmative written consent or implied consent required under those rules and regulations.