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WV Code § 31D-7-723 (2021)
2021 West Virginia Code|Chapter 31D. West Virginia Business Corporation Act|Article 7. Shareholders|§31D-7-723. Shares Held by Nominees

(a) A corporation may establish a procedure by which the beneficial owner of shares that are registered in the name of a nominee is recognized by the corporation as the shareholder. The extent of this recognition may be determined in the procedure.(b) The procedure may set forth:(1) The types of nominees to which it applies;(2) The rights or privileges that the corporation recognizes in a beneficial owner;(3) The manner in which the procedure is selected by the nominee;(4) The information that must be provided when the procedure is selected;(5) The period for which selection of the procedure is effective; and(6) Other aspects of the rights and duties created.
WV Code § 31D-7-724 (2021)
2021 West Virginia Code|Chapter 31D. West Virginia Business Corporation Act|Article 7. Shareholders|§31D-7-724. Corporation's Acceptance of Votes

(a) If the name signed on a vote, consent, waiver or proxy appointment corresponds to the name of a shareholder, 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 shareholder.(b) If the name signed on a vote, consent, waiver or proxy appointment does not correspond to the name of its shareholder, 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 shareholder if:(1) The shareholder 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 administrator, executor, guardian or conservator representing the shareholder 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 shareholder 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;(4) The name signed purports to be that of a pledgee, beneficial owner or attorney-in-fact of the shareholder and, if the corporation requests, evidence acceptable to the corporation of the signatory's authority to sign for the shareholder has been presented with respect to the vote, consent, waiver or proxy appointment; or(5) Two or more persons are the shareholder as cotenants or fiduciaries and the name signed purports to be the name of at least one of the coowners and the person signing appears to be acting on behalf of all the coowners.(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 shareholder.(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 shareholder 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 is valid unless a court of competent jurisdiction determines otherwise.
WV Code § 31D-7-725 (2021)
2021 West Virginia Code|Chapter 31D. West Virginia Business Corporation Act|Article 7. Shareholders|§31D-7-725. Quorum and Voting Requirements for Voting Groups

(a) Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. Unless the articles of incorporation or this chapter provide otherwise, a majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum of that voting group for action on that matter.(b) Once a share is represented for any purpose at a meeting, it 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) If a quorum exists, action on a matter, other than the election of directors, by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action unless the articles of incorporation or this chapter require a greater number of affirmative votes.(d) An amendment of articles of incorporation adding, changing or deleting a quorum or voting requirement for a voting group greater than specified in subsection (a) or (c) of this section is governed by section seven hundred twenty-seven of this article.(e) The election of directors is governed by section seven hundred twenty-eight of this article.
WV Code § 31D-7-726 (2021)
2021 West Virginia Code|Chapter 31D. West Virginia Business Corporation Act|Article 7. Shareholders|§31D-7-726. Action by Single and Multiple Voting Groups

(a) If the articles of incorporation or this chapter provide for voting by a single voting group on a matter, action on that matter is taken when voted upon by that voting group as provided in section seven hundred twenty-five of this article.(b) If the articles of incorporation or this chapter provide for voting by two or more voting groups on a matter, action on that matter is taken only when voted upon by each of those voting groups counted separately as provided in section seven hundred twenty-five of this article. Action may be taken by one voting group on a matter even though no action is taken by another voting group entitled to vote on the matter.
WV Code § 31D-7-727 (2021)
2021 West Virginia Code|Chapter 31D. West Virginia Business Corporation Act|Article 7. Shareholders|§31D-7-727. Greater Quorum or Voting Requirements

(a) The articles of incorporation may provide for a greater quorum or voting requirement for shareholders or voting groups of shareholders than is provided for by this chapter.(b) 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 voting groups required to take action under the quorum and voting requirements then in effect or proposed to be adopted, whichever is greater.
WV Code § 31D-7-728 (2021)
2021 West Virginia Code|Chapter 31D. West Virginia Business Corporation Act|Article 7. Shareholders|§31D-7-728. 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 shares entitled to vote in the election at a meeting at which a quorum is present.(b) Each shareholder or designated voting group of shareholders holding shares having the right to vote for directors has a right to cumulate his or her votes for directors.(c) A statement included in the articles of incorporation that "all or a designated voting group of shareholders are entitled to cumulate their votes for directors", or words of similar import, means that the shareholders 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) Shares otherwise entitled to vote cumulatively may not be voted cumulatively at a particular meeting unless:(1) The meeting notice or proxy statement accompanying the notice states conspicuously that cumulative voting is authorized; or(2) A shareholder 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 shareholder gives this notice all other shareholders in the same voting group participating in the election are entitled to cumulate their votes without giving further notice.
WV Code § 31D-7-729 (2021)
2021 West Virginia Code|Chapter 31D. West Virginia Business Corporation Act|Article 7. Shareholders|§31D-7-729. Inspectors of Election

(a) A corporation having any shares listed on a national securities exchange or regularly traded in a market maintained by one or more members of a national or affiliated securities association must, and any other corporation may, appoint one or more inspectors to act at a meeting of shareholders 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 shares outstanding and the voting power of each;(2) Determine the shares 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.
WV Code § 31D-7-730 (2021)
2021 West Virginia Code|Chapter 31D. West Virginia Business Corporation Act|Article 7. Shareholders|§31D-7-730. Voting Trusts

§31D-7-730. Voting trusts.(a) One or more shareholders may create a voting trust, conferring on a trustee the right to vote or otherwise act for them, by signing an agreement setting out the provisions of the trust, including, but not limited to, anything consistent with its purpose, and transferring their shares to the trustee. When a voting trust agreement is signed, the trustee shall prepare a list of the names and addresses of all owners of beneficial interests in the trust, together with the number and class of shares each transferred to the trust, and deliver copies of the list and agreement to the corporation's principal office.(b) A voting trust becomes effective on the date the first shares subject to the trust are registered in the trustee's name. A voting trust is valid for not more than ten years after its effective date unless extended under subsection (c) of this section.(c) All or some of the parties to a voting trust may extend it for additional terms of not more than ten years each by signing written consent to the extension. An extension is valid for ten years from the date the first shareholder signs the extension agreement. The voting trustee must deliver copies of the extension agreement and list of beneficial owners to the corporation's principal office. An extension agreement binds only those parties signing it.
WV Code § 31D-7-731 (2021)
2021 West Virginia Code|Chapter 31D. West Virginia Business Corporation Act|Article 7. Shareholders|§31D-7-731. Voting Agreements

(a) Two or more shareholders may provide for the manner in which they will vote their shares by signing an agreement for that purpose. A voting agreement created under this section is not subject to the provisions of section seven hundred thirty of this article.(b) A voting agreement created under this section is specifically enforceable.
WV Code § 31D-8-801 (2021)
2021 West Virginia Code|Chapter 31D. West Virginia Business Corporation Act|Article 8. Directors and Officers|§31D-8-801. Requirement for and Duties of Board of Directors

§31D-8-801. Requirement for and duties of board of directors.(a) Except as provided in section seven hundred thirty-two, article seven of this chapter, each corporation must have a board of directors.(b) All corporate powers are to be exercised by or under the authority of, and the business 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 or in an agreement authorized under section seven hundred thirty-two, article seven of this chapter.
WV Code § 31D-8-802 (2021)
2021 West Virginia Code|Chapter 31D. West Virginia Business Corporation Act|Article 8. Directors and Officers|§31D-8-802. Qualifications of Directors

The articles of incorporation or bylaws may prescribe qualifications for directors. A director need not be a resident of this state or a shareholder of the corporation unless the articles of incorporation or bylaws require he or she to be a shareholder.
WV Code § 31D-8-803 (2021)
2021 West Virginia Code|Chapter 31D. West Virginia Business Corporation Act|Article 8. Directors and Officers|§31D-8-803. Number and Election of Directors

(a) A board of directors must consist of one or more individuals, with the number specified in or fixed in accordance with the articles of incorporation or bylaws.(b) If a board of directors has power to fix or change the number of directors, the board may increase or decrease by thirty percent or less the number of directors last approved by the shareholders, but only the shareholders may increase or decrease by more than thirty percent the number of directors last approved by the shareholders.(c) The articles of incorporation or bylaws may establish a variable range for the size of the board of directors by fixing a minimum and maximum number of directors. If a variable range is established, the number of directors may be fixed or changed, from time to time, within the minimum and maximum, by the shareholders or the board of directors. After shares are issued, only the shareholders may change the range for the size of the board or change from a fixed- to a variable-range size board or change from a variable- to a fixed-range size board.(d) Directors are elected at the first annual shareholders' meeting and at each annual meeting thereafter unless their terms are staggered under section eight hundred six of this article.
WV Code § 31D-8-804 (2021)
2021 West Virginia Code|Chapter 31D. West Virginia Business Corporation Act|Article 8. Directors and Officers|§31D-8-804. Election of Directors by Certain Classes of Shareholders

If the articles of incorporation authorize dividing the shares into classes, the articles may also authorize the election of all or a specified number of directors by the holders of one or more authorized classes of shares. A class or classes of shares entitled to elect one or more directors is a separate voting group for purposes of the election of directors.
WV Code § 31D-8-805 (2021)
2021 West Virginia Code|Chapter 31D. West Virginia Business Corporation Act|Article 8. Directors and Officers|§31D-8-805. Terms of Directors Generally

(a) The terms of the initial directors of a corporation expire at the first shareholders' meeting at which directors are elected.(b) The terms of all other directors expire at the next annual shareholders' meeting following their election unless their terms are staggered under section eight hundred six of this article.(c) A decrease in the number of directors does not shorten an incumbent director's term.(d) The term of a director elected to fill a vacancy expires at the next shareholders' meeting at which directors are elected.(e) Despite the expiration of a director's term, he or she continues to serve until his or her successor is elected and qualifies or until there is a decrease in the number of directors.
WV Code § 31D-8-806 (2021)
2021 West Virginia Code|Chapter 31D. West Virginia Business Corporation Act|Article 8. Directors and Officers|§31D-8-806. Staggered Terms for Directors

If there are nine or more directors, the articles of incorporation may provide for staggering their terms by dividing the total number of directors into two or three groups, with each group containing as close to one half or one third of the total number of directors as possible. In that event, the terms of directors in the first group expire at the first annual shareholders' meeting after their election, the terms of the second group expire at the second annual shareholders' meeting after their election and the terms of the third group, if any, expire at the third annual shareholders' meeting after their election. At each annual shareholders' meeting held thereafter, directors are to be chosen for a term of two years or three years to succeed those whose terms expire.
WV Code § 31D-8-807 (2021)
2021 West Virginia Code|Chapter 31D. West Virginia Business Corporation Act|Article 8. Directors and Officers|§31D-8-807. Resignation of Directors

(a) A director may resign at any time by delivering written notice to the board of directors, the chair of the board of directors or to the corporation.(b) A resignation is effective when the notice is delivered unless the board of directors agree to a later effective date.
WV Code § 31D-8-808 (2021)
2021 West Virginia Code|Chapter 31D. West Virginia Business Corporation Act|Article 8. Directors and Officers|§31D-8-808. Removal of Directors by Shareholders

(a) The shareholders may remove one or more directors with or without cause.(b) If a director is elected by a voting group of shareholders, only the shareholders of that voting group may participate in the vote to remove him or her.(c) A director may be removed only if the number of votes cast to remove him or her exceeds the number of votes cast not to remove him or her provided that a director may not be removed if the number of votes sufficient to elect him or her under cumulative voting is voted against his or her removal.(d) A director may be removed by the shareholders only at a meeting called for the purpose of removing him or her and the meeting notice must state that the purpose, or one of the purposes, of the meeting is removal of the director.
WV Code § 31D-8-809 (2021)
2021 West Virginia Code|Chapter 31D. West Virginia Business Corporation Act|Article 8. Directors and Officers|§31D-8-809. Removal of Directors by Judicial Proceeding

(a) The circuit court may remove a director of the corporation from office in a proceeding commenced either by the corporation or by its shareholders holding at least ten percent of the outstanding shares of any class if the court finds that: (1) The director engaged in fraudulent or dishonest conduct or gross abuse of authority or discretion with respect to the corporation; and (2) removal is in the best interest of the corporation.(b) The court that removes a director may bar the director from reelection for a period prescribed by the court.(c) If shareholders commence a proceeding under subsection (a) of this section, they must make the corporation a party defendant.
WV Code § 31D-8-810 (2021)
2021 West Virginia Code|Chapter 31D. West Virginia Business Corporation Act|Article 8. Directors and Officers|§31D-8-810. Vacancy on Board

(a) Unless the articles of incorporation provide otherwise, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors:(1) The shareholders may fill the vacancy;(2) The board of directors may fill the vacancy; or(3) If the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.(b) If the vacant office was held by a director elected by a voting group of shareholders and if the vacancy is to be filled by the shareholders as provided in subdivision (1), subsection (a) of this section, only the holders of shares of that voting group are entitled to vote to fill the vacancy.(c) A vacancy that will occur at a specific later date by reason of a resignation effective at a later date under subsection (b), section eight hundred seven of this article or otherwise may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.
WV Code § 31D-8-811 (2021)
2021 West Virginia Code|Chapter 31D. West Virginia Business Corporation Act|Article 8. Directors and Officers|§31D-8-811. Compensation of Directors

Unless the articles of incorporation or bylaws provide otherwise, the board of directors may fix the compensation of directors, including reasonable allowance for expenses actually incurred in connection with their duties.
WV Code § 31D-8-820 (2021)
2021 West Virginia Code|Chapter 31D. West Virginia Business Corporation Act|Article 8. Directors and Officers|§31D-8-820. Meetings

§31D-8-820. Meetings.(a) The board of directors may hold regular or special meetings in or out of this state.(b) Unless the articles of incorporation or bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.
WV Code § 31D-8-821 (2021)
2021 West Virginia Code|Chapter 31D. West Virginia Business Corporation Act|Article 8. Directors and Officers|§31D-8-821. Action Without Meeting

(a) Unless the articles of incorporation or bylaws provide otherwise, action required or permitted by this chapter to be taken at a board of directors' meeting may be taken without a meeting if the action is taken by all members of the board. The action must be evidenced by one or more written consents describing the action taken, signed by each director and included in the minutes or filed with the corporate records reflecting the action taken.(b) Action taken under this section is effective when the last director signs the consent, unless the consent specifies a different effective date.(c) A consent signed under this section has the effect of a meeting vote and may be described as having the effect of a meeting vote in any document.
WV Code § 31D-8-822 (2021)
2021 West Virginia Code|Chapter 31D. West Virginia Business Corporation Act|Article 8. Directors and Officers|§31D-8-822. Notice of Meeting

(a) Unless the articles of incorporation or bylaws provide otherwise, regular meetings of the board of directors may be held without notice of the date, time, place or purpose of the meeting.(b) Unless the articles of incorporation or bylaws provide for a longer or shorter period, special meetings of the board of directors must be preceded by at least two days' notice of the date, time and place of the meeting. The notice need not describe the purpose of the special meeting unless required by the articles of incorporation or bylaws.
WV Code § 31D-8-823 (2021)
2021 West Virginia Code|Chapter 31D. West Virginia Business Corporation Act|Article 8. Directors and Officers|§31D-8-823. Waiver of Notice

(a) A director 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. Except as provided by subsection (b) of this section, the waiver must be in writing, signed by the director entitled to the notice, and filed with the minutes or corporate records.(b) A director's attendance at or participation in a meeting waives any required notice to him or her of the meeting unless the director at the beginning of the meeting or promptly upon his or her arrival objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.