West Virginia Code 31E-10-1003 – Amendment by board of directors and members
(a) A corporation's board of directors may propose one or more amendments to the articles of incorporation for submission to those members who are entitled to vote on amendments, if any.
Terms Used In West Virginia Code 31E-10-1003
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- 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
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Member: means a person having membership rights in a corporation in accordance with the provisions of its certificate of incorporation or bylaws. See West Virginia Code 31E-1-150
- Quorum: The number of legislators that must be present to do business.
- State: when applied to a part of the United States and not restricted by the context, includes the District of Columbia and the several territories, and the words "United States" also include the said district and territories. See West Virginia Code 2-2-10
(b) For the amendment to be adopted: (1) The board of directors must approve the amendment; (2) the board of directors must recommend the amendment to the members entitled to vote on the amendment, if any, unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the members entitled to vote on the amendment with the submission of the amendment; and (3) the members entitled to vote on the amendment must approve the amendment, either before or after the actions required in subdivisions (1) and (2) of this subsection, as provided in subsection (e) of this section.
(c) The board of directors may condition its submission of the proposed amendment on any basis.
(d) The corporation shall notify each member entitled to vote on the amendment, if any, of the proposed meeting of members in accordance with section seven hundred five, article seven of this chapter. The notice of meeting must also state that the purpose, or one of the purposes, of the meeting is to consider the proposed amendment and contain or be accompanied by a copy or summary of the amendment.
(e) Unless this chapter, the articles of incorporation or the board of directors acting pursuant to subsection (c) of this section requires a greater vote or a vote by class of members, the amendment to be adopted must be approved by: (1) If no class of members is entitled to vote separately on the amendment as a class, at least two thirds of the votes cast by the members entitled to vote on the amendment; and (2) if any class of members is entitled to vote on the amendment separately as a class, at least two thirds of the votes cast by the members of each class.
(f) If the corporation has no members, or no members entitled to vote, the proposed amendment must be adopted by vote of at least two thirds of the directors present at a meeting of the board of directors at which a quorum is present.