WEST VIRGINIA CODE

CHAPTER 31E. WEST VIRGINIA NONPROFIT CORPORATION ACT.
ARTICLE 1. GENERAL PROVISIONS.

PART 1. SHORT TITLE, RESERVATION OF POWERS AND CONSTRUCTION OF CHAPTER.

This chapter is and may be cited as the "West Virginia Nonprofit Corporation Act."
§31E-1-101a. Legislative acknowledgment.
     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.
§31E-1-102. Reservation of powers.
     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.
§31E-1-103. Construction of chapter.
     In the event of any inconsistency between any of the provisions of this chapter and the provisions made for particular classes of corporations by chapters thirty-one, thirty-one-a or thirty-three of this code, the provisions contained in chapter thiry-one, thirty-one-a or thirty-three prevail to the extent of the inconsistency.

PART 2. FILING DOCUMENTS.

§31E-1-120. Filing requirements.
     (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 transmitted, it must be in a format that can be retrieved or reproduced in typewritten or printed form.
     (c) The document to be filed must be in the English language: Provided, That a corporate name is not required to be in the English language if it is written in English letters or Arabic or Roman numerals: Provided, however, That the certificate of existence required of foreign corporations is not required to be in the English language if it is accompanied by a reasonably authenticated English translation.
     (d) The document to be filed must be executed:
     (1) By the chairman of the board of directors of a domestic or foreign corporation, by its president, or by another of its officers;
     (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.
     (e) The person executing the document to be filed shall sign it and state beneath or opposite his or her signature his or her name and the capacity in which he or she signs. The document may contain a corporate seal, attestation, acknowledgment or verification.
     (f) The document to be filed must be delivered to the office of the secretary of state for filing. Delivery may be made by electronic transmission as permitted by the secretary of state. The secretary of state may require one exact or conformed copy to be delivered with the document to be filed if the document is filed in typewritten or printed form and not transmitted electronically: Provided, That a document filed pursuant to section five hundred three, article five of this chapter and section one thousand four hundred nine, article fourteen of this chapter concerning the resignation of a registered agent must be accompanied by two exact or conformed copies as required by those sections.
     (g) When a document is delivered to the office of the secretary of state for filing, the correct filing fee, and any franchise tax, license fee, or penalty required by this chapter or any other provision of this code must be paid or provision for payment made in a manner permitted by the secretary of state.
     (h) In the case of service of notice and process as permitted by subsection (c), section five hundred four, article five and subsections (d) and (e), section one thousand four hundred ten, article fourteen of this chapter, the notice and process must be filed with the secretary of state as one original, plus two copies for each person to be served or noticed.
§31E-1-121. Forms.
     (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 governing the form for filing with and delivery of documents to the office of the secretary of state under this chapter by electronic means, including facsimile and computer transmission.
§31E-1-122. Filing, service and copying fees.
     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 recording the date and time of filing; or
    (2) At the time specified in the document as its effective time on the date it is filed.
    (b) A document may specify a delayed effective time and date, and if it does so the document becomes effective at the time and date specified. If a delayed effective date but no time is specified, the document is effective at the close of business on that date. A delayed effective date for a document may not be later than the ninetieth day after the date it is filed.
§31E-1-124. Correcting filed document.
     (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 document is corrected:
     (1) By preparing articles of correction that:
     (A) Describe the document, including its filing date, or attach a copy of the document to the articles;
     (B) Specify the inaccuracy or defect to be corrected; and (C) Correct the inaccuracy or defect; and
     (2) By delivering the articles to the secretary of state for filing.
     (c) Articles of correction are effective on the effective date of the document they correct: Provided, That articles of correction are effective when filed as to persons who have relied on the uncorrected document and have been adversely affected by the correction.
§31E-1-125. Filing duty of secretary of state.
     (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 of receipt, unless a delayed effective time is specified in the document. After filing a document, except as provided in section five hundred three, article five of this chapter and section one thousand four hundred nine, article fourteen of this chapter, the secretary of state shall deliver to the domestic or foreign corporation or its representative a receipt for the record and the fees. Upon request and payment of a fee, the secretary of state shall send to the requester a certified copy of the requested record.
     (c) If the secretary of state refuses to file a document, he or she shall return it to the domestic or foreign corporation or its representative within five days after the document was delivered, together with a brief, written explanation of the reason for his or her refusal.
     (d) The secretary of state's duty to file documents under this section is ministerial. His or her filing or refusing to file a document does not:
     (1) Affect the validity or invalidity of the document in whole or part;
     (2) Relate to the correctness or incorrectness of information contained in the document; or
     (3) Create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect.
§31E-1-126. Appeal from secretary of state’s refusal to file document.
     (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 petitioning the court to compel filing the document and by attaching to the petition the document and the secretary of state's explanation of his or her refusal to file.
     (b) The circuit court may summarily order the secretary of state to file the document or take other action the court considers appropriate.
     (c) The circuit court's final decision may be appealed to the West Virginia supreme court of appeals as in other civil proceedings.
§31E-1-127. Evidentiary effect of copy of filed document.
     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 with the secretary of state.
     §31E-1-128. Certificate of existence.
     (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 corporation's corporate name or the foreign corporation's corporate name used in this state; and
     (2) If the corporation is a domestic corporation, that the corporation is duly incorporated under the law of this state, the date of its incorporation, and the period of its duration if it is less than perpetual;
     (3) If the corporation is a foreign corporation, that the corporation is authorized to transact business in this state; and
     (4) If payment is reflected in the records of the secretary of state and if nonpayment affects the existence or authorization of the domestic or foreign corporation, whether all fees, taxes, and penalties owed to this state have been paid.
     (c) Subject to any qualification stated in the certificate, a certificate of existence or authorization issued by the secretary of state may be relied upon as conclusive evidence that the domestic or foreign corporation is in existence or is authorized to transact business in this state.
§31E-1-129. Penalty for signing false document.
     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 one thousand dollars, or confined in the county or regional jail not more than one year, or both.

PART 3. 

§31E-1-130. Powers.
     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 this code in order to carry out and implement the provisions of this chapter.

PART 4. VENUE.

§31E-1-140. Venue.
     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.

PART 5. 

§31E-1-150. Chapter definitions.
     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 classes a domestic or foreign corporation is authorized to issue.
     (3) "Board" or "board of directors" means the group of persons vested with management of the affairs of the corporation irrespective of the name by which the group is designated.
     (4) "Business corporation" means a corporation with capital stock or shares incorporated for profit.
     (5) "Conspicuous" means written so that a reasonable person against whom the writing is to operate should have noticed including, but not limited to, printing in italics or boldface or contrasting color, or typing in capitals or underlined.
     (6) "Corporation" or "domestic corporation" means a corporation without capital stock or shares, which is not a foreign corporation, incorporated under the laws of this state: Provided, That "corporation" or "domestic corporation" does not include towns, cities, boroughs or any municipal corporation or any department of any town, city, borough or municipal corporation.
     (7) "Deliver" or "delivery" means any method of delivery used in conventional commercial practice, including, but not limited to, delivery by hand, mail, commercial delivery, and electronic transmission.
     (8) "Distribution" means a direct or indirect transfer of money or other property, or incurrence of indebtedness by a corporation to or for the benefit of its members in respect of any of its membership interests, or to or for the benefit of its officers or directors: Provided, That the payment of reasonable compensation for services rendered, the reimbursement of reasonable expenses, the granting of benefits to members in conformity with the corporation’s nonprofit purposes and the making of distributions upon dissolution or final liquidation as provided by article thirteen of this chapter may not be deemed a distribution.
     (9) "Effective date of notice" means the date as determined pursuant to section one hundred fifty-one of this article.
     (10) "Electronic transmission" or "electronically transmitted" means any process of communication not directly involving the physical transfer of paper that is suitable for the retention, retrieval, and reproduction of information by the recipient.
     (11) "Employee" includes an officer and may include a director: Provided, That the director has accepted duties that make him or her also an employee.
     (12) "Entity" includes corporation and foreign corporations; business corporations and foreign business corporations; profit and nonprofit unincorporated associations; limited liability companies and foreign limited liability companies; business trusts, estates, partnerships, trusts, and two or more persons having a joint or common economic interest; and state, United States, and foreign government.
     (13) "Foreign corporation" means any nonprofit corporation which is incorporated under a law other than the laws of this state.
     (14) "Governmental subdivision" includes, but is not limited to, authorities, counties, districts, and municipalities.
     (15) "Individual" includes, but is not limited to, the estate of an incompetent or deceased individual.
     (16) "Member" means a person having membership rights in a corporation in accordance with the provisions of its certificate of incorporation or bylaws.
     (17) "Nonprofit corporation" means a corporation which may not make distributions to its members, directors or officers.
     (18) "Person" includes, but is not limited to, an individual and an entity.
     (19) "Principal office" means the office so designated in the return required pursuant to section three, article twelve-c, chapter eleven of this code where the principal executive offices of a domestic or foreign corporation are located.
     (20) "Proceeding" includes, but is not limited to, civil suits and criminal, administrative, and investigatory actions.
     (21) "Record date" means the date established under article six or seven of this chapter on which a corporation determines the identity of its members and their interests. The determinations are to be made as of the close of business on the record date unless another time for doing so is specified when the record date is fixed.
     (22) "Registered agent" means the agent identified by the corporation pursuant to section five hundred one, article five of this chapter.
     (23) "Registered office" means the address of the registered agent for the corporation, as provided in section five hundred one, article five of this chapter.
     (24) "Secretary" means the corporate officer to whom the board of directors has delegated responsibility under subsection (c), section eight hundred forty, article eight of this chapter for custody of the minutes of the meetings of the board of directors and the meetings of the members and for authenticating records of the corporation.
     (25) "Sign" or "signature" includes, but is not limited to, any manual, facsimile, conformed or electronic signature. (26) "State," when referring to a part of the United States, includes a state, commonwealth and a territory and insular possession of the United States and their agencies and governmental subdivisions.
     (27) "United States" includes, but is not limited to, districts, authorities, bureaus, commissions, departments, and any other agency of the United States.
§31E-1-151. Notice.
     (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 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 published, or by radio, television, or other form of public broadcast communication.
     (c) Written notice by a domestic or foreign corporation to its member, if in a comprehensible form, is effective: (1) Upon deposit in the United States mail, if mailed postpaid and correctly addressed to the member's address shown in the corporation's current record of members; or (2) when electronically transmitted to the member in a manner authorized by the member.
     (d) Written notice to a domestic or foreign corporation authorized to transact business in this state may be addressed to its registered agent at its registered office or to the corporation or its secretary at its principal office shown in its most recent return required pursuant to section three, article twelve-c, chapter eleven of this code or, in the case of a foreign corporation that has not yet delivered a return, in its application for a certificate of authority.
     (e) Except as provided in subsection (c) of this section, 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; or
     (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) If other provisions of this chapter prescribe 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.
§31E-1-152. Number of members.
     (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 co-owners;
     (2) A corporation, partnership, trust, estate, or other entity; or
     (3) The trustees, guardians, custodians, or other fiduciaries of a single trust, estate, or account.
    (b) For purposes of this chapter, interests registered in substantially similar names constitute one member if it is reasonable to believe that the names represent the same person.

ARTICLE 2. INCORPORATION.

§31E-2-201. Incorporators.
     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.
§31E-2-202. Articles of incorporation. 
      (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 shares of stock or make distributions;
     (3) Whether the corporation is to have members and, if it is to have members, the provisions required by section six hundred one, article six of this chapter to be set forth in the certificate of incorporation;
     (4) The mailing address of the corporation's initial registered office, if any, and the name of its initial registered agent at that office, if any; and
     (5) The name and address of each incorporator.
     (b) The articles of incorporation may set forth:
     (1) The names and addresses of the individuals who are to serve as the initial directors;
     (2) Provisions not inconsistent with law regarding:
     (A) Managing and regulating the affairs of the corporation; or
     (B) Defining, limiting, and regulating the powers of the corporation, its board of directors, and members, or any class of members;
     (3) Any provision that under this chapter is required or permitted to be set forth in the bylaws;
     (4) A provision eliminating or limiting the personal liability of a director to the corporation or its members for monetary damages for any action taken, or any failure to take any action, as a director or member, except liability for: (A) The amount of a financial benefit received by a director or member to which he or she is not entitled; (B) an intentional infliction of harm on the corporation or the members; (C) a violation of section eight hundred thirty-three, article eight of this chapter regarding unlawful distributions; or (D) an intentional violation of criminal law; and
     (5) A provision permitting or making obligatory indemnification of a director for liability as that term is defined in section eight hundred fifty, article eight of this chapter, to any person for any action taken, or any failure to take any action, as a director, except liability for: (A) Receipt of a financial benefit to which he or she is not entitled; (B) an intentional infliction of harm on the corporation or its members; (C) a violation of section eight hundred thirty-three, article eight of this chapter for unlawful distributions; or (D) an intentional violation of criminal law.
     (c) The articles of incorporation need not set forth any of the corporate powers enumerated in this chapter.
§31E-2-203. Incorporation.
     (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 incorporation except in a proceeding by the state to cancel or revoke the incorporation or involuntarily dissolve the corporation.
§31E-2-204. Organization of corporation.
     (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 bylaws, and carrying on any other business brought before the meeting; or
     (2) If initial directors are not named in the articles, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators: (A) To elect directors and complete the organization of the corporation; or
     (B) To elect a board of directors who shall complete the organization of the corporation.
     (b) Action required or permitted by this chapter to be taken by incorporators at an organizational meeting may be taken without a meeting if the action taken is evidenced by one or more written consents describing the action taken and signed by each incorporator.
     (c) An organizational meeting may be held in or out of this state.
§31E-2-205. Bylaws.
     (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 articles of incorporation.
§31E-2-206. Emergency bylaws.
     (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 make all provisions necessary for managing the corporation during the emergency, including:
     (1) Procedures for calling a meeting of the board of directors;
     (2) Quorum requirements for the meeting; and
     (3) Designation of additional or substitute directors.
     (b) All provisions of the regular bylaws consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends.
     (c) Corporate action taken in good faith in accordance with the emergency bylaws:
     (1) Binds the corporation; and
     (2) May not be used to impose liability on a corporate director, officer, employee, or agent.
     (d) An emergency exists for purposes of this section if a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event.

ARTICLE 3.

§31E-3-301. Purposes.
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, agricultural, horticultural, animal husbandry, and professional commercial, industrial or trade association.

§31E-3-302. General powers.
     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 limitation, power:
     (1) To sue and be sued, complain and defend in its corporate name;
     (2) To have a corporate seal, which may be altered at will, and to use it, or a facsimile of it, by impressing or affixing it or in any other manner reproducing it;
     (3) To make and amend bylaws, not inconsistent with its articles of incorporation or with the laws of this state, for managing and regulating the affairs of the corporation;
     (4) To purchase, receive, lease, or otherwise acquire, and own, hold, improve, use, and otherwise deal with, real or personal property, or any legal or equitable interest in property, wherever located; 
     (5) To sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of all or any part of its property;
     (6) To purchase, receive, subscribe for, or otherwise acquire; own, hold, vote, use, sell, mortgage, lend, pledge, or otherwise dispose of; and deal in and with shares or other interests in, or obligations of, any other entity;
     (7) To make contracts and guarantees; incur liabilities; borrow money; issue its notes, bonds, and other obligations, which may be convertible into or include the option to purchase other securities of the corporation; and secure any of its obligations by mortgage, deed of trust, or pledge of any of its property, franchises, or income;
     (8) To lend money, invest and reinvest its funds, and receive and hold real and personal property as security for repayment;
     (9) To be a promoter, partner, member, associate, or manager of any partnership, joint venture, trust, or other entity;
     (10) To conduct its activities, locate offices, and exercise the powers granted by this chapter within or without this state;
     (11) To elect directors and appoint officers, employees, and agents of the corporation, define their duties, and fix their compensation;
     (12) To pay pensions and establish pension plans, pension trusts, profit sharing plans, share bonus plans, share option plans, and benefit or incentive plans for any or all of its current or former directors, officers, employees, and agents;
     (13) To make donations for the public welfare or for charitable, scientific, or educational purposes, and for other purposes that further the corporate interest;
     (14) To transact any lawful activity that will aid governmental policy;
     (15) To impose or levy fines, penalties, dues, assessments, admission and transfer fees upon its members;
     (16) To establish conditions for admission of members, admit members and issue memberships and certificates evidencing membership;
     (17) To carry on one or more businesses; and
     (18) To make payments or donations, or do any other act, not inconsistent with law, that furthers the affairs of the corporation.
§31E-3-303. Emergency powers.
     (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, designate alternative principal offices or regional offices, or authorize the officers to do so.
     (b) During an emergency defined in subsection (d) of this section, unless emergency bylaws provide otherwise:
     (1) Notice of a meeting of the board of directors need be given only to those directors whom it is practicable to reach and may be given in any practicable manner, including by publication and radio; and
     (2) One or more officers of the corporation present at a meeting of the board of directors may be deemed to be directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum. (c) Corporate action taken in good faith during an emergency under this section to further the ordinary affairs of the corporation:
     (1) Binds the corporation; and
     (2) May not be used to impose liability on a corporate director, officer, employee, or agent.
     (d) An emergency exists for purposes of this section if a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event.
§31E-3-304. Ultra vires.
     (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 against the corporation to enjoin the act;
     (2) In a proceeding by the corporation, directly, derivatively, or through a receiver, trustee, or other legal representative, against an incumbent or former director, officer, employee, or agent of the corporation; or
     (3) In a proceeding by the attorney general to dissolve the corporation or to enjoin the corporation from the conduct of unauthorized affairs.
     (c) In a member's or director’s proceeding under subdivision (1), subsection (b) of this section to enjoin an unauthorized corporate act, the circuit court may enjoin or set aside the act, if equitable and if all affected persons are parties to the proceeding, and may award damages for loss, except loss of anticipated profits, suffered by the corporation or another party because of enjoining the unauthorized act.
     (d) The attorney general may, upon his or her own information or upon complaint of an interested party, bring an action in the name of the state to restrain any person from purporting to have, or exercising, corporate powers not granted.

ARTICLE 4. NAME.

§31E-4-401. Corporate name.
     (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 the corporation is organized for a purpose other than that permitted by section three hundred one, article three of this chapter and its articles of incorporation.
     (b) Except as authorized by subsections (c) and (d) of this section, a corporate name must be distinguishable upon the records of the secretary of state from:
     (1) The corporate name of a corporation or business corporation incorporated or authorized to transact business in this state;
     (2) A corporate name reserved or registered under section four hundred three or four hundred four, article four of this chapter;
     (3) The fictitious name adopted by a foreign corporation authorized to transact business in this state because its real name is unavailable;
     (4) The corporate name of any foreign corporation authorized to transact business or conduct affairs in this state; and
     (5) The name of any other entity whose name is carried upon the records of the secretary of state.
     (c) A corporation may apply to the secretary of state for authorization to use a name that is not distinguishable upon his or her records from one or more of the names described in subsection (b) of this section. The secretary of state shall authorize use of the name applied for if:
     (1) The other corporation consents to the use in writing and submits an undertaking in form satisfactory to the secretary of state to change the name so that it is distinguishable upon the records of the secretary of state from the name applied for; or
     (2) The applicant delivers to the secretary of state a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this state.
     (d) A corporation may use the name, including the fictitious name, of another domestic or foreign corporation that is used in this state if the other corporation is incorporated or authorized to transact business in this state and the proposed user corporation:
     (1) Has merged with the other corporation;
     (2) Has been formed by reorganization of the other corporation; or
     (3) Has acquired all or substantially all of the assets, including the corporate name, of the other corporation.
     (e) This chapter does not control the use of fictitious names.
     (f) Notwithstanding the provisions of subsection (a) of this section, any domestic nonprofit corporation and any foreign nonprofit corporation, if permitted by the law of the state of its incorporation, may include in its name the word "foundation" in lieu of or in addition to the word "corporation", "company", "incorporated" or "limited" or an abbreviation of these words.
§31E-4-402. Use of the words "corporation", "incorporated" or "limited"; prohibitions; penalties.
     (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 Virginia under the provisions of this chapter or chapter thirty-one-d of this code.
     (b) No person may use the word "limited" or any abbreviation of the word "limited" 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 Virginia under the provisions of this chapter, chapters thirty-one-b, thirty-one-d or forty-seven of this code.
     (c) The tax commissioner may not issue any business registration certificate under the provisions of article twelve, chapter eleven of this code to any business if the business name includes any of the words or their abbreviations as set forth in subsection (a) or (b) of this section unless the business is a domestic or foreign corporation or domestic or foreign business corporation.
     (d) Any person who unlawfully uses any one or more of the prescribed words or their abbreviations as set forth in subsection (a) or (b) of this section is to be deemed to be acting as a corporation without authority of law and subject to an action in quo warranto as provided in article two, chapter fifty-three of this code. 
     (e) Any person who violates the provisions of this section is guilty of a misdemeanor and, upon conviction thereof, shall be fined not less than five hundred dollars nor more than one thousand dollars, or confined in the county or regional jail not more than thirty days, or both.
     (f) The provisions of this section do not apply to businesses in existence prior to the first day of July, one thousand nine hundred eighty-eight.
§31E-4-403. Reserved name.
     (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 the applicant and the name proposed to be reserved. If the secretary of state finds that the corporate name applied for is available, he or she shall reserve the name for the applicant's exclusive use for a nonrenewable one hundred twenty-day period.
     (b) The owner of a reserved corporate name may transfer the reservation to another person by delivering to the secretary of state a signed notice of the transfer that states the name and address of the transferee.
§31E-4-404. Registered name.
     (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 names that are not available under subsection (b), section four hundred one of this article.
     (b) A foreign corporation registers its corporate name, or its corporate name with any addition required by section one thousand four hundred six, article fourteen of this chapter, by delivering to the secretary of state for filing an application:
     (1) Setting forth its corporate name, or its corporate name with any addition required by section one thousand four hundred six, article fourteen of this chapter, the state or country and date of its incorporation, and a brief description of the nature of the business in which it is engaged; and
     (2) Accompanied by a certificate of existence, or a document of similar import, from the state or country of incorporation.
     (c) The name is registered for the applicant's exclusive use upon the effective date of the application.
     (d) A foreign corporation whose registration is effective may renew it for successive years by delivering to the secretary of state for filing a renewal application, which complies with the requirements of subsection (b) of this section, between the first day of October and the thirty-first day of December of the preceding year. The renewal application when filed renews the registration for the following calendar year.
     (e) A foreign corporation whose registration is effective may qualify as a foreign corporation under the registered name or consent in writing to the use of that name by a corporation incorporated under this chapter or by another foreign corporation authorized to transact business in this state. The registration terminates when the domestic corporation is incorporated or the foreign corporation qualifies or consents to the qualification of another foreign corporation under the registered name.

ARTICLE 5. OFFICE AND AGENT.

§31E-5-501. Registered office and registered agent.
     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 office;
     (B) A domestic corporation or domestic business corporation whose business office is identical with the registered office;
     (C) A foreign corporation or foreign business corporation authorized to transact business in this state whose business office is identical with the registered office; or 
     (D) A foreign limited liability company or domestic limited liability company authorized to transact business in this state whose business office is identical with the registered office.
§31E-5-502. Change of registered office or registered agent.
     (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 office;
     (3) If the current registered office is to be changed, the street address or description of physical location of the new registered office;
     (4) The name of its current registered agent;
     (5) If the current registered agent is to be changed, the name of the new registered agent and the new agent's written consent to the appointment either printed on the statement or attached to it; and
     (6) That after the change or changes are made, the mailing addresses of its registered office and the business office of its registered agent will be identical.
     (b) If a registered agent changes the mailing address of his or her business office, he or she may change the mailing address of the registered office of any corporation for which he or she is the registered agent by notifying the corporation in writing of the change and signing, either manually or in facsimile, and delivering to the secretary of state for filing a statement that complies with the requirements of subsection (a) of this section and recites that the corporation has been notified of the change.
§31E-5-503. Resignation of registered agent.
     (a) A registered agent may resign his or her agency appointment by signing and delivering to the secretary of state for filing the signed original and two exact or conformed copies of a statement of resignation. The statement may include a statement that the registered office is also discontinued.
     (b) After filing the statement the secretary of state shall mail one copy to the registered office if the registered office is not discontinued and the other copy to the corporation at its principal office.
     (c) The agency appointment is terminated, and the registered office is discontinued if provision for its discontinuation is made, on the thirty-first day after the date on which the statement was filed.
§31E-5-504. Service on corporation.
     (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 corporation may be served by registered or certified mail, return receipt requested, addressed to the secretary of the corporation at its principal office. Service is perfected under this subsection at the earliest of:
     (1) The date the corporation receives the mail;
     (2) The date shown on the return receipt, if signed on behalf of the corporation; or
     (3) Five days after its deposit in the United States mail, as evidenced by the postmark, if mailed postpaid and correctly addressed.
     (c) In addition to the methods of service on a corporation provided in subsections (a) and (b) of this section, the secretary of state is hereby constituted the attorney-in-fact for and on behalf of each corporation created pursuant to the provisions of this chapter. The secretary of state has the authority to accept service of notice and process on behalf of each corporation and is an agent of the corporation upon whom service of notice and process may be made in this state for and upon each corporation. No act of a corporation appointing the secretary of state as attorney-in-fact is necessary. Service of any process, notice or demand on the secretary of state may be made by delivering to and leaving with the secretary of state the original process, notice or demand and two copies of the process, notice or demand for each defendant, along with the fee required by section two, article one, chapter fifty-nine of this code. Immediately after being served with or accepting any process or notice, the secretary of state shall: (1) File in his or her office a copy of the process or notice, endorsed as of the time of service, or acceptance; and (2) transmit one copy of the process or notice by registered or certified mail, return receipt requested, to: (A) The corporation’s registered agent; or (B) if there is no registered agent, to the individual whose name and address was last given to the secretary of state’s office as the person to whom notice and process are to be sent, and if no person has been named, to the principal office of the corporation as that address was last given to the secretary of state’s office. Service or acceptance of process or notice is sufficient if return receipt is signed by an agent or employee of the corporation, or the registered or certified mail sent by the secretary of state is refused by the addressee and the registered or certified mail is returned to the secretary of state, or to his or her office, showing the stamp of the United States postal service that delivery has been refused, and the return receipt or registered or certified mail is appended to the original process or notice and filed in the clerk’s office of the court from which the process or notice was issued. No process or notice may be served on the secretary of state or accepted by him or her less than ten days before the return day of the process or notice. The court may order continuances as may be reasonable to afford each defendant opportunity to defend the action or proceedings.
     (d) This section does not prescribe the only means, or necessarily the required means of serving a corporation.

ARTICLE 6. MEMBERS – MEMBERSHIP RIGHTS AND LIABILITIES.

§31E-6-601. Classes of members.
     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 qualifications and rights of the members of each class is to be set forth in the articles of incorporation or bylaws. If the corporation has no members, or only members not entitled to vote, that is to be set forth in the articles of incorporation and the corporation is to operate under the management of its board of directors. A corporation may issue articles evidencing membership.
§31E-6-602. Rules for membership.
     (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 articles of incorporation or the bylaws, another entity, foreign or domestic, may become a member of a corporation.
     (c) Membership may be limited to persons who are members in good standing of another corporation, organization or association, if provided for in the articles of incorporation. If membership is limited, the articles of incorporation may provide that failure on the part of any member to keep in good standing with the other corporation, organization or association is sufficient cause for expulsion.
     (d) Unless otherwise provided in the articles of incorporation or bylaws, a member may not voluntarily or involuntarily transfer his or her membership or any rights arising from his or her membership.
     (e) Unless otherwise provided in the articles of incorporation or bylaws, membership is terminated by death, voluntary withdrawal or expulsion, and all rights and privileges of the member in the corporation and its property cease.
§31E-6-603. Imposition of fines and penalties; levy of dues and assessments.
     (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 entitled to vote. The fine or penalty may not exceed the higher of the: 
     (1) Annual dues or assessment; or 
     (2) initiation fee, if any.
     (b) A corporation may levy dues or assessments against members if provided in a bylaw provision duly adopted: (1) By the affirmative vote of at least two thirds of the members of each class of members, voting as a class, to which the levy applies, even though a class of members is not otherwise entitled to vote; or (2) by the directors if the directors are authorized by a bylaw provision adopted by the affirmative vote of at least two thirds of the members of each class of members, voting as a class, to which a levy may apply, even though a class of members is not otherwise entitled to vote.
     (c) For purposes of this section, the corporation's initial bylaws adopted by: (1) The incorporators; or (2) the board of directors is deemed to have been adopted by all the members entitled to vote thereon, if any.
     (d) Notwithstanding any limitation on the amount of a fine or penalty set forth in subsection (a) of this section, a corporation organized under this chapter, or any predecessor statutes, that is a trade association or other professional organization exempt from taxation under Section 501(c)(6) of the Internal Revenue Code may impose a fine on a member, not to exceed the amount set forth in the bylaws, for the violation of a code of ethics or other code of conduct upon majority vote of its board of directors in accordance with its bylaws, provided the articles of corporation or bylaws of the corporation contain a written provision whereby members agree to be bound by a code of ethics or code of conduct as a condition of membership.
§31E-6-604. Liability of members.
     (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 or she has assented, or imposed or levied against him or her in accordance with the provisions of section six hundred three of this article.
     (b) Any member who receives any distribution of income or assets from a corporation in violation of this chapter or of the articles of incorporation, whether by dividend, in liquidation or otherwise, and who accepted or received the distribution knowing it to be improper, is liable for the amount so received: (1) To any creditors existing at the time of the distribution who obtain a judgment against the corporation on which execution is returned unsatisfied; and (2) to the corporation.

ARTICLE 7. MEMBERS – MEETINGS AND VOTING.

PART 1. MEETINGS.

§31E-7-701. Annual meeting; regular meeting.
     (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 fixed in accordance with the bylaws. If no place is stated in or fixed in accordance with the bylaws, annual meetings are to be held at the corporation's principal office.
     (c) A corporation that has members entitled to vote may hold regular meetings of these members in or out of this state at the places and times stated in or fixed in accordance with the bylaws.
     (d) The failure to hold an annual or regular meeting at the time stated in or fixed in accordance with a corporation's bylaws does not affect the validity of any corporate action.
§31E-7-702. Special meeting.
     (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 holding at least five percent, or other number or proportion as is provided in the bylaws, of all the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting sign, date and deliver to the corporation one or more written demands for the meeting describing the purpose or purposes for which it is to be held. If a call for a special meeting is not issued within fifteen days after receipt of a members' request, members may call the meeting.
     (b) If not otherwise fixed under section seven hundred three or seven hundred seven of this article, the record date for determining members entitled to demand a special meeting is the date the first member signs the demand.
     (c) Special meetings of members may be held in or out of this state at the place stated in or fixed in accordance with the bylaws. If no place is stated or fixed in accordance with the bylaws, special meetings are to be held at the corporation's principal office.
     (d) Only business within the purpose or purposes described in the meeting notice required by subsection (c), section seven hundred five of this article may be conducted at a special meeting of members.
§31E-7-703. Court-ordered meeting.
     (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 last annual meeting; or
     (2) On application of a member who signed a demand for a special meeting valid under section seven hundred two of this article, if:
     (A) Notice of the special meeting was not given within thirty days after the date the demand was delivered to the corporation's secretary; or
     (B) The special meeting was not held in accordance with the notice.
     (b) The court may fix the time and place of the meeting; determine the  members entitled to vote at the meeting; specify a record date for determining members entitled to notice of and to vote at the meeting; prescribe the form and content of the meeting notice; fix the quorum required for specific matters to be considered at the meeting, or direct that the votes represented at the meeting constitute a quorum for action on those matters; and enter other orders necessary to accomplish the purpose or purposes of the meeting.
§31E-7-704. Action without meeting; validity of actions at meetings not properly called.
     (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 upon the action at a meeting, or by their duly authorized attorneys which action for purposes of this subsection is to be referred to as "unanimous written consent". The secretary shall file the consent or consents, or certify the tabulation of the consents and file the articles, with the minutes of the meetings of the members. A unanimous written consent must have the same force and effect as a vote of the members at a meeting duly held, and may be stated as having the same force and effect as a vote of the members in any articles or document filed under this chapter.
     (b) Where directors or officers are to be elected by members or any other action is to be voted upon by members, the articles of incorporation or bylaws may provide that the elections may be conducted and the actions voted upon by mail or electronic means in a manner provided in the articles of incorporation or bylaws. The vote of members, or of the members of any particular class, is to be determined from the total number of members who actually vote by mail, rather than from the total number of members entitled to vote, unless the articles of incorporation otherwise provide. A ballot signed under this section has the same force and effect as a vote of the member who signed it at a meeting duly held, and may be stated as having the same force and effect in any certificate or document filed under this chapter.
     (c) If not otherwise fixed under section seven hundred three or seven hundred seven of this article, the record date for determining members entitled to take action without a meeting is the date the first member signs the consent or ballot under subsection (a) or (b) of this section.
     (d) The absence from the minutes of any indication that a member objected to holding the meeting prima facie establishes that no objection was made.
§31E-7-705. Notice of meeting.
     (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 corporation is required to give notice only to members entitled to vote at the meeting.
     (b) Unless this chapter, the articles of incorporation or bylaws require otherwise, notice of an annual or regular meeting need not include a description of the purpose or purposes for which the meeting is called, except that, unless stated in a written notice of the meeting: (1) No bylaw may be brought up for adoption, amendment or repeal; and (2) no matter, other than the election of directors at an annual meeting, may be brought up which expressly requires the vote of members.
     (c) Notice of a special meeting of members must include a description of the purpose or purposes for which the meeting is called.
     (d) If not otherwise fixed under section seven hundred three or seven hundred seven of this article, the record date for determining members entitled to notice of and to vote at an annual, regular or special meeting is the day before the first notice is delivered to members.
     (e) Unless the bylaws require otherwise, if an annual, regular or special meeting of members is adjourned to a different date, time or place, notice need not be given of the new date, time or place if the new date, time or place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed under section seven hundred seven of this article, notice of the adjourned meeting must be given under this section to persons who are members entitled to vote as of the new record date.
     (f) Unless the articles of incorporation or bylaws provide otherwise, any member may participate in a regular or special meeting by any means of communication by which all members participating may simultaneously hear each other during the meeting. A member participating in a meeting by this means is deemed to be present in person at the meeting.
§31E-7-706. Waiver of notice.
     (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 inclusion in the minutes or filing with the corporate records.
     (b) A member's attendance at a meeting:
     (1) Waives objection to lack of notice or defective notice of the meeting, unless the member at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; and
     (2) Waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the member objects to considering the matter when it is presented.
§31E-7-707. Record date.
     (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 provide for fixing a record date, the board of directors of the corporation may fix a future date as the record date.
     (b) A record date fixed under this section may not be more than seventy days before the meeting or action requiring a determination of members.
     (c) A determination of members entitled to notice of or to vote at a meeting of members is effective for any adjournment of the meeting unless the board of directors fixes a new record date, which it must do if the meeting is adjourned to a date more than one hundred twenty days after the date fixed for the original meeting.
     (d) If a court orders a meeting adjourned to a date more than one hundred twenty days after the date fixed for the original meeting, it may provide that the original record date continues in effect or it may fix a new record date.
§31E-7-708. Conduct of the meeting.
     (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 determine the order of business and has the authority to establish rules for the conduct of the meeting.
     (c) Any rules adopted for, and the conduct of, the meeting are to be fair to members.
     (d) The chair of the meeting shall announce at the meeting when the polls close for each matter voted upon. If no announcement is made, the polls are to be deemed to have closed upon the final adjournment of the meeting. After the polls close, no ballots, proxies or votes, nor any revocations or changes to a ballot, proxy or vote, may be accepted.
     (e) If the articles of incorporation or bylaws authorize the use of electronic communication for members’ meetings, any or all of the members may participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all members may simultaneously hear each other during the meeting.

PART 2. VOTING.

§31E-7-720. Members’ list for meeting.
     (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 each member is entitled.
     (b) The members' list must be available for inspection by any member entitled to vote at the meeting, beginning two business days after notice of the meeting is given for which the list was prepared and continuing through the meeting, at the corporation's principal office or at a place identified in the meeting notice in the city where the meeting will be held. A member entitled to vote at the meeting or his or her agent or attorney is entitled on written demand to inspect and, subject to the requirements of section one thousand five hundred two, article fifteen of this chapter, to copy the list, during regular business hours and at his or her expense, during the period it is available for inspection.
     (c) The corporation must make the members' list available at the meeting, and any member entitled to vote at the meeting or his or her agent or attorney is entitled to inspect the list at any time during the meeting or any adjournment.
     (d) If the corporation refuses to allow a member entitled to vote at the meeting or his or her agent or attorney to inspect the members' list before or at the meeting, or copy the list as permitted by subsection (b) of this section, the circuit court, on application of the member, may summarily order the inspection or copying at the corporation's expense and may postpone the meeting for which the list was prepared until the inspection or copying is complete.
     (e) Refusal or failure to prepare or make available the members' list does not affect the validity of action taken at the meeting.
§31E-7-721. Members’ voting rights.
     (a) Unless the articles of incorporation provide otherwise, each member, regardless of class, is entitled to one vote on each matter voted on at a meeting of members. Voting rights of members of any class may be increased, limited or denied by the articles of incorporation.
     (b) Members otherwise entitled to vote, but disqualified from voting for any reason, may not be considered for the purpose of a quorum or of computing the voting power of the corporation or of members of any class.
     (c) A corporate member's vote may be cast by the president of the member corporation or by any other officer of the corporation in the absence of express notice of the designation of some other person by the board of directors or bylaws of the member corporation.
§31E-7-722. Proxies.
     (a) Unless the articles of incorporation or bylaws provide otherwise, a member entitled to vote may vote in person or by proxy.
     (b) A member entitled to vote by proxy or his or her agent or attorney-in-fact may appoint a proxy to vote or otherwise act for the member by signing an appointment form or by an electronic transmission of the appointment. An electronic transmission must contain or be accompanied by information from which one can determine that the member, the member's agent or the member's attorney-in-fact authorized the electronic transmission.
     (c) An appointment of a proxy is effective when a signed appointment form or an electronic transmission of the appointment is received by the inspector of election or the officer or agent of the corporation authorized to tabulate votes. A photographic or similar reproduction of an appointment, or a telegram, cablegram, facsimile transmission, wireless or similar transmission of an appointment received by the inspector of election or the officer or agent of the corporation authorized to tabulate votes is sufficient to effect an appointment. An appointment is valid for eleven months unless a longer period is expressly provided in the appointment form.
     (d) An appointment of a proxy is revocable by the member.
     (e) The death or incapacity of the member appointing a proxy does not affect the right of the corporation to accept the proxy's authority unless notice of the death or incapacity is received by the secretary or other officer or agent authorized to tabulate votes before the proxy exercises his or her authority under the appointment.
     (f) Subject to section seven hundred twenty-three of this article and to any express limitation on the proxy's authority stated in the appointment form or electronic transmission of the appointment, a corporation is entitled to accept the proxy's vote or other action as that of the member making the appointment.
§31E-7-723. Corporation’s acceptance or rejection of votes.
     (a) If the name signed on a vote, consent, waiver or proxy appointment corresponds to the name of a member, the corporation if acting in good faith is entitled to accept the vote, consent, waiver or proxy appointment and give it effect as the act of the member.
     (b) If the name signed on a vote, consent, waiver or proxy appointment does not correspond to the name of a member, the corporation if acting in good faith is entitled to accept the vote, consent, waiver or proxy appointment and give it effect as the act of the member if:
     (1) The member is an entity and the name signed purports to be that of an officer or agent of the entity;
     (2) The name signed purports to be that of an attorney-in-fact, administrator, executor, guardian or conservator representing the member and, if the corporation requests, evidence of this status acceptable to the corporation has been presented with respect to the vote, consent, waiver or proxy appointment;
     (3) The name signed purports to be that of a receiver or trustee in bankruptcy of the member and, if the corporation requests, evidence of this status acceptable to the corporation has been presented with respect to the vote, consent, waiver or proxy appointment; or
     (4) Two or more persons are co-members or fiduciaries and the name signed purports to be the name of at least one of the co-members or fiduciaries and the person signing appears to be acting on behalf of all of the co-members or fiduciaries.
     (c) The corporation is entitled to reject a vote, consent, waiver or proxy appointment if the secretary or other officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory's authority to sign for the member.
     (d) The corporation and its officer or agent who accepts or rejects a vote, consent, waiver or proxy appointment in good faith and in accordance with the standards of this section or subsection (b), section seven hundred twenty-two of this article are not liable in damages to the member for the consequences of the acceptance or rejection.
     (e) Corporate action based on the acceptance or rejection of a vote, consent, waiver or proxy appointment under this section or subsection (b), section seven hundred twenty-two of this article is valid unless a court of competent jurisdiction determines otherwise.
§31E-7-724. Quorum and voting requirements.
     (a) Members entitled to vote on a matter may take action on the matter at a meeting only if a quorum of those members exists with respect to that matter. If there are no members entitled to vote as a separate class, unless this chapter, the articles of incorporation or bylaws provide otherwise, the members entitled to vote on the matter who are present at the meeting, either in person or by proxy, if voting by proxy is permitted pursuant to section seven hundred twenty-two of this article, constitute a quorum for action on the matter. If there are members entitled to vote on a matter as a separate class, the members entitled to vote as a separate class may take action on the matter at a meeting only if a quorum of that class exists with respect to that matter. Unless this chapter, the articles of incorporation or bylaws provide otherwise, the members of a class entitled to vote on the matter who are present at the meeting, either in person or by proxy, if voting by proxy is permitted pursuant to section seven hundred twenty-two of this article constitute a quorum of that class for action on that matter.
     (b) Once a member is represented for any purpose at a meeting, the member is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting.
     (c) Where any of this chapter, requires for any purpose the vote of a designated proportion of the voting power of members entitled to vote on a matter, or of the members of any particular class entitled to vote on a matter as a class, if a quorum exists, action on the matter, other than the election of directors, by these members or by the members of a class, is approved if the votes cast favoring the action by the members voting or by the members of a class voting, are in a designated proportion of the total votes cast by the members or by the members of a class, unless the articles of incorporation require a greater vote.
     (d) Where subsection (c) of this section is not applicable, if a quorum exists, action on a matter, other than the election of directors, by the members entitled to vote on the matter, or by the members of any particular class entitled to vote on the matter as a class, is approved if the votes cast by the members voting, or by the members of a class voting, favoring the action exceed the votes cast by the members, or by the members of a class, opposing the action, unless the articles of incorporation require a greater vote.
     (e) An amendment of the articles of incorporation adding, changing or deleting a voting requirement is governed by section seven hundred twenty-six of this article. An amendment of the articles of incorporation or bylaws adding, changing or deleting a quorum requirement is governed by section seven hundred twenty-six of this article.
     (f) The election of directors is governed by section seven hundred twenty-seven of this article.
§31E-7-725. Action by single and multiple classes of members.
     (a) If the articles of incorporation or this chapter, provide for voting by a single class on a matter, action on that matter is taken when voted upon by that class as provided in section seven hundred twenty-four of this article.
     (b) If the articles of incorporation or this chapter, provide for voting by two or more classes on a matter, action on that matter is taken only when voted upon by each of those classes counted separately as provided in section seven hundred twenty-four of this article. Action may be taken by one class on a matter even though no action is taken by another class entitled to vote on the matter.
§31E-7-726. Other quorum or voting requirement.
     (a) The articles of incorporation may provide for a greater voting requirement for members, or classes of members, than is provided by this chapter. The articles of incorporation or the bylaws may provide for a greater quorum requirement for members, or classes of members, than is provided by this chapter. 
     (b) The articles of incorporation may, except where expressly prohibited by this chapter, or where action is required by this chapter to be unanimous, provide for a lesser voting requirement, but unless expressly permitted by a particular section of this chapter, not less than a majority of the votes cast by the members, or by the members of a particular class, entitled to vote on the matter.
     (c) An amendment to the articles of incorporation that adds, changes or deletes a greater quorum or voting requirement must meet the same quorum requirement and be adopted by the same vote and classes required to take action under the quorum and voting requirements then in effect or proposed to be adopted, whichever is greater.
§31E-7-727. Voting for directors; cumulative voting.
     (a) Unless otherwise provided in the articles of incorporation, directors are elected by a plurality of the votes cast by the members entitled to vote in the election at a meeting at which a quorum is present, or if voting by mail is permitted pursuant to section seven hundred four of this article in an election in which the total number of members who vote is not less than the number required for a quorum.
     (b) Members do not have a right to cumulate their votes for directors unless this is provided for in the articles of incorporation.
     (c) A statement included in the articles of incorporation that "all or a designated class of members are entitled to cumulate their votes for directors", or words of similar import, means that the members designated are entitled to multiply the number of votes they are entitled to cast by the number of directors for whom they are entitled to vote and cast the product for a single candidate or distribute the product among two or more candidates.
     (d) Members otherwise entitled to vote cumulatively may not vote cumulatively at a particular meeting unless: (1) The meeting notice states conspicuously that cumulative voting is authorized; (2) a member who has the right to cumulate his or her votes gives notice to the corporation not less than forty-eight hours before the time set for the meeting of his or her intent to cumulate his or her votes during the meeting, and if one member gives this notice all other members in the same class participating in the election are entitled to cumulate their votes without giving further notice; or (3) if voting is to be by mail or electronic means pursuant to section seven hundred four of this article: (A) The bylaws specify how election of directors are to be conducted if members vote cumulatively by mail; (B) the notice of the meeting states conspicuously that cumulative voting is authorized and how the election is to be conducted; and (C) the mail ballot provides for cumulative voting.
§31E-7-728. Inspectors of election.
     (a) A corporation may appoint one or more inspectors to act at a meeting of members and make a written report of the inspectors' determinations. Each inspector shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of the inspector's ability.
     (b) The inspectors shall: (1) Ascertain the number of members entitled to vote and the voting power of each; (2) determine the members represented at a meeting; (3) determine the validity of proxies and ballots; (4) count all votes; and (5) determine the result.
     (c) An inspector may be an officer or employee of the corporation.

ARTICLE 8.

PART 1. BOARD OF DIRECTORS.

§31E-8-801. Requirement for and duties of board of directors.
     (a) Each corporation must have a board of directors. 
     (b) All corporate powers are to be exercised by or under the authority of, and the activities, property and affairs of the corporation managed under the direction of, its board of directors, subject to any limitation set forth in the articles of incorporation.
§31E-8-802. Qualifications of directors.
     (a) The articles of incorporation or bylaws may prescribe qualifications for directors. A director need not be a resident of this state or a member of the corporation unless the articles of incorporation or bylaws require he or she to be a member.
     (b) The directors and board of directors may be designated by other names as may be provided in the articles of incorporation or bylaws.
§31E-8-803. Number and election of directors.
     (a) A board of directors must consist of three or more individuals, with the number specified in or fixed in accordance with the articles of incorporation or bylaws.
    (b) The number of directors may be increased or decreased from time to time by amendment to, or in the manner provided in, the articles of incorporation or bylaws.
     (c) The initial board of directors is to be designated in the articles of incorporation or elected at the organizational meeting of the corporation. Thereafter, if the corporation has members entitled to vote for directors, directors are to be elected at the first meeting of the members held for that purpose and at each subsequent annual meeting, except as provided in section eight hundred four of this article.
§31E-8-804. Special provisions regarding directors.
     (a) The articles of incorporation may provide that the entire membership, or a certain class of members, shall constitute the board of directors.
     (b) The articles of incorporation may provide that persons occupying certain positions within or without the corporation are ex officio directors, but, unless otherwise provided in the articles of incorporation or bylaws, ex officio directors may not be counted in determining a quorum nor may they be entitled to a vote. An ex officio director shall continue to be a director so long as he or she continues to hold the office from which his or her ex officio status derives, and shall cease to be an ex officio director immediately and automatically upon ceasing to hold the office, without the need for any action by the corporation, its directors or its members. The provisions of sections eight hundred six and eight hundred eight of this article do not apply to ex officio directors.
     (c) In the cases of corporations without members and corporations without members entitled to vote for directors, the articles of incorporation may provide for a self