(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.

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Terms Used In West Virginia Code 31E-7-721

  • 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
  • Person: includes , but is not limited to, an individual and an entity. See West Virginia Code 31E-1-150
  • Quorum: The number of legislators that must be present to do business.

(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.