West Virginia Code 31E-10-1020 – Amendment by board of directors or members
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(a) A corporation's members entitled to vote may amend or repeal the corporation's bylaws.
Terms Used In West Virginia Code 31E-10-1020
- Articles of incorporation: includes , but is not limited to, amended and restated articles of incorporation and articles of merger. See West Virginia Code 31E-1-150
- 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. See West Virginia Code 31E-1-150
(b) A corporation's board of directors may amend or repeal the corporation's bylaws, unless:
(1) The articles of incorporation or section one thousand twenty-one of this article reserve that power exclusively to the members in whole or part; or
(2) The members in amending, repealing, or adopting a bylaw expressly provide that the board of directors may not amend, repeal, or reinstate that bylaw.