Chapter 31E, Chapter 31E

This chapter is and may be cited as the "West Virginia Nonprofit Corporation Act."

The Legislature acknowledges the work and contribution to the drafting of this chapter of the late Ann Maxey, Professor of Law at the West Virginia University College of Law.

The West Virginia Legislature has power to amend or repeal all or part of this act at any time and all domestic and foreign corporations subject to this act are governed by the amendment or repeal.

In the event of any inconsistency between any of the provisions of this chapter and the provisions made for particular classes of corporations by chapter thirty-one, thirty-one-a or thirty-three of this code, the provisions contained in chapter thirty-one, thirty-one-a or thirty-…

(a) A document must satisfy the requirements of this section and any other provision of this code that adds to or varies these requirements to be entitled to filing by the Secretary of State. (b) The document to be filed must be typewritten or printed or, if electronically transm…

(a) The Secretary of State may prescribe and, upon request, furnish forms for documents required or permitted to be filed by this chapter. Use of these forms is not mandatory. (b) The Secretary of State may adopt procedural rules in accordance with the provisions of this article …

The Secretary of State shall collect all fees required to be charged and collected in accordance with the provisions of section two, article one, chapter fifty-nine, and section one, article twelve-c, chapter eleven of this code.

(a) Except as provided in subsection (b) of this section and subsection (c), section one hundred twenty-four of this article, a document accepted for filing is effective: (1) At the date and time of filing, as evidenced by means the Secretary of State may use for the purpose of r…

(a) A domestic or foreign corporation may correct a document filed by the Secretary of State if: (1) The document contains an inaccuracy; (2) The document was defectively executed, attested, sealed, verified or acknowledged; or (3) The electronic transmission was defective. (b) A…

(a) If a document delivered to the office of the Secretary of State for filing satisfies the requirements of section one hundred twenty of this article, the Secretary of State shall file it. (b) The Secretary of State files a document by recording it as filed on the date and time…

(a) If the Secretary of State refuses to file a document delivered to his or her office for filing, the domestic or foreign corporation may appeal the refusal to the circuit court within thirty days after the return of the document to the corporation. The appeal is commenced by p…

All courts, public offices and official bodies shall take and receive copies of documents filed in the office of the Secretary of State and certified by him or her, in accordance with the provisions of this article, as conclusive evidence that the original document is on file wit…

(a) Any person may request a certificate of existence for a domestic corporation or a certificate of authorization for a foreign corporation from the Secretary of State. (b) A certificate of existence or authorization provides the following information: (1) The domestic corporati…

Any person who signs a document he or she knows is false in any material respect and knows that the document is to be delivered to the Secretary of State for filing is guilty of a misdemeanor and, upon conviction thereof, shall be fined not more than $1,000, or confined in the co…

The Secretary of State has the power reasonably necessary to perform the duties required of him or her by this chapter. The Secretary of State has the power and authority to propose legislative rules for promulgation in accordance with the provisions of chapter twenty-nine-a of t…

Unless otherwise provided by any provision of this code, any civil action or other proceeding brought pursuant to this chapter may be initiated in the circuit court of any county of this state as provided in section one, article one, chapter fifty-six of this code.

As used in this chapter, unless the context otherwise requires a different meaning, the term: (1) "Articles of incorporation" includes, but is not limited to, amended and restated articles of incorporation and articles of merger. (2) "Authorized shares" means the shares of all cl…

(a) Notice under this chapter must be in writing unless oral notice is reasonable under the circumstances. Notice by electronic transmission is to be considered written notice. (b) Notice may be communicated in person; by mail or other method of delivery; or by telephone, voice m…

(a) For purposes of this chapter, the following identified as a member in a corporation's current record of members constitutes one member: (1) Three or fewer coowners; (2) A corporation, partnership, trust, estate, or other entity; or (3) The trustees, guardians, custodians, or …

One or more persons may act as the incorporator or incorporators of a corporation by delivering articles of incorporation to the Secretary of State for filing.

(a) The articles of incorporation must set forth: (1) A corporate name for the corporation that satisfies the requirements of section four hundred one, article four of this chapter; (2) A statement that the corporation is nonprofit and that the corporation may not have or issue s…

(a) Unless a delayed effective date is specified, the corporate existence begins when the articles of incorporation are filed. (b) The Secretary of State's filing of the articles of incorporation is conclusive proof that the incorporators satisfied all conditions precedent to inc…

(a) After incorporation: (1) If initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers, adopting b…

(a) The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation. (b) The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or the …

(a) Unless the articles of incorporation provide otherwise, the board of directors of a corporation may adopt bylaws to be effective only in an emergency defined in subsection (d) of this section. The emergency bylaws, which are subject to amendment or repeal by the members, may …

Corporations may be organized under this chapter for any lawful purpose, including any one or more of the following purposes: Charitable, benevolent, eleemosynary, educational, civic, patriotic, political, religious, social, fraternal, literary, cultural, athletic, scientific, ag…

Unless its articles of incorporation provide otherwise, every corporation has perpetual duration and succession in its corporate name and has the same powers as an individual to do all things necessary or convenient to carry out its business and affairs, including without limitat…

(a) In anticipation of or during an emergency defined in subsection (d) of this section, the board of directors of a corporation may: (1) Modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent; and (2) Relocate the principal office, …

(a) Except as provided in subsection (b) of this section, the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act. (b) A corporation's power to act may be challenged: (1) In a proceeding by a member or director agains…

(a) A corporate name: (1) Must contain the word "corporation," "incorporated," "company," or "limited," or the abbreviation "corp.," "inc.," "co.," or "ltd.," or words or abbreviations of like import in another language; and (2) May not contain language stating or implying that t…

(a) No person may use the word "corporation" or "incorporated" or any abbreviation of these words, in any trade name, business or other organization name unless the name is used by a domestic or foreign corporation authorized by the Secretary of State to transact business in West…

(a) A person may reserve the exclusive use of a corporate name, including a fictitious name for a foreign corporation whose corporate name is not available, by delivering an application to the Secretary of State for filing. The application must set forth the name and address of t…

(a) A foreign corporation may register its corporate name, or its corporate name with any addition required by section one thousand four hundred six, article fourteen of this chapter, if the name is distinguishable upon the records of the Secretary of State from the corporate nam…

Each corporation may continuously maintain in this state: (1) A registered office that may be the same as any of its places of business; and (2) A registered agent, who may be: (A) An individual who resides in this state and whose business office is identical with the registered …

(a) A corporation may change its registered office or registered agent by delivering to the Secretary of State for filing a statement of change that sets forth: (1) The name of the corporation; (2) The mailing address or description of physical location of its current registered …

(a) A registered agent may resign his or her agency appointment by signing and delivering to the Secretary of State for filing the statement of resignation. The statement may include a statement that the registered office is also discontinued. (b) After filing the statement the S…

(a) A corporation’s registered agent is the corporation’s agent for service of process, notice, or demand required or permitted by law to be served on the corporation. (b) If a corporation has no registered agent, or the agent cannot with reasonable diligence be served, the corpo…

A corporation may have one or more classes of members or may have no members. If the corporation has one or more classes of members, the designation of a class or classes is to be set forth in the articles of incorporation and the manner of election or appointment and the qualifi…

(a) Membership is to be governed by rules of admission, retention, withdrawal and expulsion as the bylaws prescribe, provided all bylaws are to be reasonable, germane to the purposes of the corporation, and equally enforced as to all members. (b) Unless otherwise provided in the …

(a) A corporation may impose fines or penalties on members if provided in bylaws duly adopted by a two-thirds vote of members entitled to vote and, if the fine or penalty applies to members not entitled to vote, by a two-thirds vote as a class of the members not otherwise entitle…

(a) A member of a corporation is not liable to the corporation or its creditors with respect to his or her membership except for the obligation to pay in full any fines or penalties duly imposed against him or her and any dues and assessments levied against him or her to which he…

(a) A corporation that has members entitled to vote for the election of directors must hold a meeting of these members annually at a time stated in or fixed in accordance with the bylaws. (b) Annual meetings of members may be held in or out of this state at the place stated in or…

(a) A corporation that has members entitled to vote must hold a special meeting of members entitled to vote at the meeting: (1) On call of its board of directors or the person or persons authorized to do so by the articles of incorporation or the bylaws; or (2) if the members hol…

(a) The circuit court may summarily order a meeting to be held: (1) On application of any member entitled to vote at an annual meeting if an annual meeting was not held within the earlier of six months after the end of the corporation's fiscal year or fifteen months after its las…

(a) Any action which, under any provision of this chapter, may be taken at a meeting of members may be taken without a meeting if one or more members consents in writing, setting forth the action taken or to be taken, signed by all of the persons who would be entitled to vote upo…

(a) A corporation is to notify members entitled to vote of the date, time and place of each annual, regular and special meeting no fewer than ten nor more than sixty days before the meeting date. Unless this chapter, or the articles of incorporation require otherwise, the corpora…

(a) A member may waive any notice required by this chapter, the articles of incorporation or bylaws before or after the date and time stated in the notice. The waiver must be in writing, be signed by the member entitled to the notice and be delivered to the corporation for inclus…

(a) The bylaws may fix or provide the manner of fixing the record date for one or more classes of members in order to determine the members entitled to notice of a meeting of members, to demand a special meeting, to vote or to take any other action. If the bylaws do not fix or pr…

(a) At each meeting of members, a chair must preside. The chair is to be appointed as provided in the bylaws or, in the absence of a provision in the bylaws, by the board of directors. (b) The chairperson, unless the articles of incorporation or bylaws provide otherwise, shall de…

(a) After fixing a record date for a meeting, a corporation must prepare an alphabetical list of the names of all its members who are entitled to notice of the meeting. The list must be arranged by classes of members, if any, and show the address of and number of votes to which e…