West Virginia Code
Chapter 31E. West Virginia Nonprofit Corporation Act

§31E-4-402. Use of the Words &Quot;corporation", "incorporated" or "limited"; Prohibitions; Penalties - (a) No person may use the word "corporation" or "incorporated"...

§31E-4-404. Registered Name - (a) A foreign corporation may register its corporate name, or...

Article 5. Office and Agent

§31E-5-501. Registered Office and Registered Agent - Each corporation may continuously maintain in this state: (1) A...

§31E-5-502. Change of Registered Office or Registered Agent - (a) A corporation may change its registered office or registered...

§31E-5-503. Resignation of Registered Agent - (a) A registered agent may resign his or her agency...

§31E-5-504. Service on Corporation - (a) A corporation’s registered agent is the corporation’s agent for...

Article 6. Members – Membership Rights and Liabilities

§31E-6-601. Classes of Members - A corporation may have one or more classes of members...

§31E-6-602. Rules for Membership - (a) Membership is to be governed by rules of admission,...

§31E-6-603. Imposition of Fines and Penalties; Levy of Dues and Assessments - (a) A corporation may impose fines or penalties on members...

§31E-6-604. Liability of Members - (a) A member of a corporation is not liable to...

Article 7. Members – Meetings and Voting

§31E-7-701. Annual Meeting; Regular Meeting - §31E-7-701. Annual meeting; regular meeting. (a) A corporation that has...

§31E-7-702. Special Meeting - (a) A corporation that has members entitled to vote must...

§31E-7-703. Court-Ordered Meeting - (a) The circuit court may summarily order a meeting to...

§31E-7-704. Action Without Meeting; Validity of Actions at Meetings Not Properly Called - (a) Any action which, under any provision of this chapter,...

§31E-7-705. Notice of Meeting - (a) A corporation is to notify members entitled to vote...

§31E-7-706. Waiver of Notice - (a) A member may waive any notice required by this...

§31E-7-707. Record Date - (a) The bylaws may fix or provide the manner of...

§31E-7-708. Conduct of the Meeting - (a) At each meeting of members, a chair must preside....

§31E-7-720. Members' List for Meeting - §31E-7-720. Members' list for meeting. (a) After fixing a record...

§31E-7-721. Members' Voting Rights - (a) Unless the articles of incorporation provide otherwise, each member,...

§31E-7-722. Proxies - (a) Unless the articles of incorporation or bylaws provide otherwise,...

§31E-7-723. Corporation's Acceptance or Rejection of Votes - (a) If the name signed on a vote, consent, waiver...

§31E-7-724. Quorum and Voting Requirements - (a) Members entitled to vote on a matter may take...

§31E-7-725. Action by Single and Multiple Classes of Members - (a) If the articles of incorporation or this chapter, provide...

§31E-7-726. Other Quorum or Voting Requirement - (a) The articles of incorporation may provide for a greater...

§31E-7-727. Voting for Directors; Cumulative Voting - (a) Unless otherwise provided in the articles of incorporation, directors...

§31E-7-728. Inspectors of Election - (a) A corporation may appoint one or more inspectors to...

Article 8. Directors and Officers

§31E-8-801. Requirement for and Duties of Board of Directors - §31E-8-801. Requirement for and duties of board of directors. (a)...

§31E-8-802. Qualifications of Directors - (a) The articles of incorporation or bylaws may prescribe qualifications...

§31E-8-803. Number and Election of Directors - (a) A board of directors must consist of three or...

§31E-8-804. Special Provisions Regarding Directors - (a) The articles of incorporation may provide that the entire...

§31E-8-805. Election of Directors by Certain Classes of Members - If the articles of incorporation authorize classes of members, the...

§31E-8-806. Terms of Directors Generally - (a) The terms of the initial directors of a corporation...

§31E-8-807. Staggered Terms for Directors - (a) The articles of incorporation may provide for staggering the...

§31E-8-808. Resignation of Directors - (a) A director may resign at any time by delivering...

§31E-8-809. Removal of Directors by Members or Directors - (a) The members entitled to vote for the election of...

§31E-8-810. Removal of Directors by Judicial Proceeding - (a) The circuit court may remove a director of the...

§31E-8-811. Vacancy on Board - (a) Unless the articles of incorporation provide otherwise, if a...

§31E-8-812. Compensation of Directors - Unless the articles of incorporation or bylaws provide otherwise, the...

§31E-8-820. Meetings - §31E-8-820. Meetings. (a) The board of directors may hold regular...

§31E-8-821. Action Without Meeting - (a) Unless the articles of incorporation or bylaws provide otherwise,...

§31E-8-822. Notice of Meeting - (a) Unless the articles of incorporation or bylaws provide otherwise,...

§31E-8-823. Waiver of Notice - (a) A director may waive any notice required by this...

§31E-8-824. Quorum and Voting - (a) Unless the articles of incorporation or bylaws require a...

§31E-8-825. Committees - (a) Unless the articles of incorporation or bylaws provide otherwise,...

§31E-8-826. Court-Ordered Meeting of Directors - (a) The circuit court of the county where a corporation's...

§31E-8-830. Standards of Conduct for Directors - §31E-8-830. Standards of conduct for directors. (a) Each member of...

§31E-8-831. Standards of Liability for Directors - (a) A director is not liable to the corporation or...

§31E-8-833. Directors' Liability for Unlawful Distributions - (a) A director who votes for or assents to a...

§31E-8-840. Required Officers - §31E-8-840. Required officers. (a) A corporation has the officers described...

§31E-8-841. Duties of Officers - Each officer has the authority and shall perform the duties...

§31E-8-842. Standards of Conduct for Officers - (a) An officer, when performing in his or her official...

§31E-8-843. Resignation and Removal of Officers - (a) An officer may resign at any time by delivering...

§31E-8-844. Contract Rights of Officers - (a) The appointment of an officer does not itself create...

§31E-8-850. Part Definitions - §31E-8-850. Part definitions. In this part: (1) "Corporation" includes any...

§31E-8-851. Permissible Indemnification - (a) Except as otherwise provided in this section, a corporation...

§31E-8-852. Mandatory Indemnification - A corporation must indemnify a director who was wholly successful,...

§31E-8-853. Advance for Expenses - (a) A corporation may, before final disposition of a proceeding,...

§31E-8-854. Circuit Court-Ordered Indemnification and Advance for Expenses - (a) A director who is a party to a proceeding...

§31E-8-855. Determination and Authorization of Indemnification - (a) A corporation may not indemnify a director under section...

§31E-8-856. Indemnification of Officers - (a) A corporation may indemnify and advance expenses under this...

§31E-8-857. Insurance - A corporation may purchase and maintain insurance on behalf of...

§31E-8-858. Variation by Corporate Action; Application of Part - (a) A corporation may, by a provision in its articles...

§31E-8-859. Exclusivity of Part - A corporation may provide indemnification or advance expenses to a...

§31E-8-860. Directors' Conflicting Interest Transactions - §31E-8-860. Directors' conflicting interest transactions. (a) No contract or transaction...

Article 10. Amendment of Articles of Incorporation and Bylaws

§31E-10-1001. Authority to Amend - §31E-10-1001. Authority to amend. (a) A corporation may amend its...

§31E-10-1002. Certain Amendments by Board of Directors - Unless the articles of incorporation provide otherwise, a corporation's board...

§31E-10-1003. Amendment by Board of Directors and Members - (a) A corporation's board of directors may propose one or...

§31E-10-1004. Amendment by Incorporators - If a corporation has no members entitled to vote on...

§31E-10-1005. Articles of Amendment - A corporation amending its articles of incorporation shall deliver to...

§31E-10-1006. Restated Articles of Incorporation - (a) A corporation's board of directors may restate its articles...

§31E-10-1007. Amendment Pursuant to Reorganization - (a) A corporation's articles of incorporation may be amended without...

§31E-10-1008. Effect of Amendment - An amendment to the articles of incorporation does not affect...

§31E-10-1020. Amendment by Board of Directors or Members - §31E-10-1020. Amendment by board of directors or members. (a) A...

§31E-10-1021. Bylaw Increasing Quorum or Voting Requirement for Directors - (a) A bylaw that increases a quorum or voting requirement...

§31E-10-1022. Bylaw Increasing Quorum or Voting Requirement for Members - (a) If authorized by the articles of incorporation, the members...

Article 11. Mergers

§31E-11-1101. Merger - (a) One or more domestic corporations may merge with a...

§31E-11-1102. Action on Plan of Merger - (a) After adopting a plan of merger, the board of...

§31E-11-1103. Articles of Merger - (a) After a plan of merger is approved as required...

§31E-11-1104. Effect of Merger - When a merger takes effect: (1) Every other corporation party...

Article 12. Disposition of Assets

§31E-12-1201. Disposition of Assets Not Requiring Member Approval - No approval of the members of a corporation is required,...

§31E-12-1202. Member Approval of Certain Dispositions - (a) If the corporation has members entitled to vote on...

Article 13. Dissolution

§31E-13-1301. Dissolution by Incorporators or Initial Directors - §31E-13-1301. Dissolution by incorporators or initial directors. A majority of...

§31E-13-1302. Dissolution by Board of Directors and Members - (a) A corporation's board of directors may propose dissolution for...

§31E-13-1303. Articles of Dissolution - (a) At any time after dissolution is authorized, the corporation...

§31E-13-1304. Revocation of Dissolution - (a) A corporation may revoke its dissolution within one hundred...

§31E-13-1305. Effect of Dissolution - (a) A dissolved corporation continues its corporate existence but may...

§31E-13-1306. Known Claims Against Dissolved Corporation - (a) A dissolved corporation may dispose of the known claims...

§31E-13-1307. Unknown Claims Against Dissolved Corporation - (a) A dissolved corporation may also publish notice of its...

§31E-13-1308. Adoption of Plan for Distribution of Assets - A plan providing for the distribution of assets, not inconsistent...

§31E-13-1309. Liquidating Distribution of Assets - (a) The assets of a corporation in the process of...

§31E-13-1320. Grounds for Administrative Dissolution - (a) The Secretary of State may commence a proceeding under...

§31E-13-1321. Procedure for and Effect of Administrative Dissolution - (a) If the Secretary of State determines that one or...

§31E-13-1322. Reinstatement Following Administrative Dissolution - (a) A corporation administratively dissolved under section one thousand three...

§31E-13-1323. Appeal From Denial of Reinstatement - (a) If the Secretary of State denies a corporation's application...

§31E-13-1330. Grounds for Judicial Dissolution - §31E-13-1330. Grounds for judicial dissolution. The circuit court may dissolve...

§31E-13-1331. Procedure for Judicial Dissolution - (a) It is not necessary to make members or directors...

§31E-13-1332. Receivership or Custodianship - (a) A circuit court in a judicial proceeding brought to...

§31E-13-1333. Decree of Dissolution - (a) If after a hearing the circuit court determines that...

§31E-13-1340. Deposit With State Treasurer - §31E-13-1340. Deposit with State Treasurer. Assets of a dissolved corporation...

Article 14. Foreign Corporations

§31E-14-1401. Authority to Conduct Affairs Required - (a) A foreign corporation may not conduct affairs in this...

§31E-14-1402. Consequences of Conducting Affairs Without Authority - (a) A foreign corporation conducting affairs in this state without...

§31E-14-1403. Application for Certificate of Authority - (a) A foreign corporation may apply for a certificate of...

§31E-14-1404. Amended Certificate of Authority - (a) A foreign corporation authorized to conduct affairs in this...

§31E-14-1405. Effect of Certificate of Authority - (a) A certificate of authority authorizes the foreign corporation to...

§31E-14-1406. Corporate Name of Foreign Corporation - (a) If the corporate name of a foreign corporation does...

§31E-14-1407. Registered Office and Registered Agent of Foreign Corporation - Each foreign corporation authorized to conduct affairs in this state...

§31E-14-1408. Change of Registered Office or Registered Agent of Foreign Corporation - (a) A foreign corporation authorized to conduct affairs in this...

§31E-14-1409. Resignation of Registered Agent of Foreign Corporation - (a) The registered agent of a foreign corporation may resign...

§31E-14-1410. Service on Foreign Corporation - (a) The registered agent of a foreign corporation authorized to...

§31E-14-1420. Withdrawal of Foreign Corporation - §31E-14-1420. Withdrawal of foreign corporation. (a) A foreign corporation authorized...

§31E-14-1421. Revocation of Withdrawal - (a) A corporation may revoke its withdrawal within one hundred...

§31E-14-1430. Grounds for Revocation - The Secretary of State may commence a proceeding under section...

§31E-14-1431. Procedure for and Effect of Revocation - (a) If the Secretary of State determines that one or...

§31E-14-1432. Reinstatement Following Administrative Revocation - (a) A corporation that has had its certificate of authority...

§31E-14-1533. Appeal From Denial of Reinstatement - (a) If the Secretary of State denies a corporation's application...

Article 15. Records and Reports

§31E-15-1501. Corporate Records - §31E-15-1501. Corporate records. (a) A corporation shall keep as permanent...

§31E-15-1502. Inspection of Records by Members - (a) A member of a corporation is entitled to inspect,...

§31E-15-1503. Scope of Inspection Right - (a) A member's agent or attorney has the same inspection...

§31E-15-1504. Circuit Court-Ordered Inspection - (a) If a corporation does not allow a member who...

§31E-15-1505. Inspection of Records by Directors - (a) A director of a corporation is entitled to inspect...

§31E-15-1506. Exception to Notice Requirement - (a) Whenever notice is required to be given under any...

§31E-15-1520. Financial Statements for Members - §31E-15-1520. Financial statements for members. (a) A corporation shall furnish...

Article 16. Transition Provisions

§31E-16-1601. Application to Existing Domestic Corporations - This chapter applies to all domestic corporations in existence on...

§31E-16-1602. Application to Qualified Foreign Corporations - A foreign corporation authorized to transact business in this state...

§31E-16-1603. Effective Date - This chapter takes effect on October 1, 2002.

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West Virginia Code Chapter 31E. West Virginia Nonprofit Corporation Act

West Virginia Code
Chapter 31E. West Virginia Nonprofit Corporation Act