West Virginia Corporate Bylaws

West Virginia corporate bylaws contain the rules for a corporation’s structure, business transactions, and internal affairs. This generally helps corporations operate consistently, with the approval of its directors and shareholders.

Last updated December 6th, 2024

West Virginia corporate bylaws contain the rules for a corporation’s structure, business transactions, and internal affairs. This generally helps corporations operate consistently, with the approval of its directors and shareholders.

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Are bylaws required in West Virginia?

Yes, a corporation puts its bylaws in effect in order for it to conduct business in Virginia.[1]

West Virginia Corporate Laws

  • Corporate Tax: Corporations (specifically) pay a 6.5% tax.[2]
  • Board: A board of directors oversees the activities, affairs, and business transactions of a corporation; however, there are some exceptions (e.g., WV Code § 31D-7-732). [3][4]
    • Number – The bylaws or articles identify the number of directors on the board; however, if the board adjusts its number, no more than thirty percent of the “number of directors last approved by the shareholders” can be added or removed. [5]
    • Qualifications – Corporations determine their director requirements; thus, residing in West Virginia is not required “unless the articles of incorporation or bylaws require” so.[6]
    • Terms – The initial director’s term terminates during the first annual meeting “at which directors are elected” under the bylaws and the articles of incorporation for a full term. [7]
    • Staggered Terms – Corporations with “nine or more directors” can classify their directors as one of two or three equal groups, thus increasing a group’s terms to two or three years and its election accordingly. [8]
  • Officers: One officer has the “responsibility for preparing minutes,” while the bylaws describe all other offices. [9]
  • Fiduciary Duty: Directors and officers act in the best long and short-term interest of their corporation in addition to maintaining behavior “consistent with the bylaws.” [10][11]
  • Meetings: Special meetings typically require at least “two days’ notice of the date, time, and place” of a special meeting; however, the bylaws (or the articles of incorporation) can place specific requirements and protocols for regular and special meetings.[12]
  • Quorum: The bylaws (and the articles of incorporation) adjust quorum requirements to no “fewer than one-third” of the prescribed number of directors for a quorum; that is, without any such provisions in place, a quorum must be the majority of the available directors.[13]
  • Emergency Laws: Emergency bylaws manage a corporation specifically when state or national emergencies prevent its regular operation. [14]

Sources

  1. WV Code § 31D-2-205 (2023)
  2. West Virginia Tax Division
  3. WV Code § 31D-8-801 (2023)
  4. WV Code § 31D-7-732 (2023)
  5. WV Code § 31D-8-803 (2023)
  6. WV Code § 31D-8-802 (2023)
  7. WV Code § 31D-8-805 (2023)
  8. WV Code § 31D-8-806 (2023)
  9. WV Code § 31D-8-840 (2023)
  10. WV Code § 31D-8-830 (2023)
  11. WV Code § 31D-8-841 (2023)
  12. WV Code § 31D-8-822 (2023)
  13. WV Code § 31D-8-824 (2023)
  14. WV Code § 31D-2-206 (2023)