West Virginia Code 31E-8-826 – Court-ordered meeting of directors
(a) The circuit court of the county where a corporation's principal office is located or, if none, where its registered office is located, or if the corporation has no principal or registered office in this state, the circuit court satisfying the venue requirements found in section one, article one, chapter fifty-six of this code, may summarily order a meeting of the board of directors to be held: (1) On application of any director of the corporation if no meeting of the board of directors has been held for a period of twelve months or more; or (2) on application of a director who signed a demand for a special meeting valid under the bylaws 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.
Terms Used In West Virginia Code 31E-8-826
- 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.
- Principal office: means the office so designated in the return required pursuant to section three, article twelve-c, chapter . See West Virginia Code 31E-1-150
- Quorum: The number of legislators that must be present to do business.
- Registered office: means the address of the registered agent for the corporation, as provided in section five hundred one, article five of this chapter. See West Virginia Code 31E-1-150
- 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. See West Virginia Code 31E-1-150
- 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
- Venue: The geographical location in which a case is tried.
(b) The circuit court may fix the time and place of the meeting, determine the directors entitled to participate in 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.