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WV Code § 31D-8-856 (2021)
2021 West Virginia Code|Chapter 31D. West Virginia Business Corporation Act|Article 8. Directors and Officers|§31D-8-856. Indemnification of Officers

(a) A corporation may indemnify and advance expenses under this part to an officer of the corporation who is a party to a proceeding because he or she is an officer of the corporation:(1) To the same extent as a director; and(2) If he or she is an officer but not a director, to a further extent as may be provided by the articles of incorporation, the bylaws, a resolution of the board of directors or contract except for:(A) Liability in connection with a proceeding by or in the right of the corporation other than for reasonable expenses incurred in connection with the proceeding; or(B) Liability arising out of conduct that constitutes:(i) Receipt by him or her of a financial benefit to which he or she is not entitled;(ii) An intentional infliction of harm on the corporation or the shareholders; or(iii) An intentional violation of criminal law.(b) The provisions of subdivision (2), subsection (a) of this section apply to an officer who is also a director if the basis on which he or she is made a party to the proceeding is an act or omission solely as an officer.(c) An officer of a corporation who is not a director is entitled to mandatory indemnification under section eight hundred fifty-two of this article and may apply to a court under section eight hundred fifty-four of this article for indemnification or an advance for expenses in each case to the same extent to which a director may be entitled to indemnification or advance for expenses under those provisions.
WV Code § 31D-8-857 (2021)
2021 West Virginia Code|Chapter 31D. West Virginia Business Corporation Act|Article 8. Directors and Officers|§31D-8-857. Insurance

A corporation may purchase and maintain insurance on behalf of an individual who is a director or officer of the corporation, or who, while a director or officer of the corporation, serves at the corporation's request as a director, officer, partner, trustee, employee or agent of another domestic or foreign corporation, partnership, joint venture, trust, employee benefit plan or other entity, against liability asserted against or incurred by him or her in that capacity or arising from his or her status as a director or officer, whether or not the corporation would have power to indemnify or advance expenses to him or her against the same liability under this part.
WV Code § 31D-8-858 (2021)
2021 West Virginia Code|Chapter 31D. West Virginia Business Corporation Act|Article 8. Directors and Officers|§31D-8-858. Variation by Corporate Action; Application of Part

(a) A corporation may, by a provision in its articles of incorporation or bylaws or in a resolution adopted or a contract approved by its board of directors or shareholders, obligate itself in advance of the act or omission giving rise to a proceeding to provide indemnification in accordance with section eight hundred fifty-one of this article or advance funds to pay for or reimburse expenses in accordance with section eight hundred fifty-three of this article. Any obligatory provision is deemed to satisfy the requirements for authorization referred to in subsection (c), section eight hundred fifty-three of this article and in subsection (c), section eight hundred fifty-five of this article. Any provision that obligates the corporation to provide indemnification to the fullest extent permitted by law is deemed to obligate the corporation to advance funds to pay for or reimburse expenses in accordance with section eight hundred fifty-three of this article to the fullest extent permitted by law, unless the provision specifically provides otherwise.(b) Any provision pursuant to subsection (a) of this section does not obligate the corporation to indemnify or advance expenses to a director of a predecessor of the corporation, pertaining to conduct with respect to the predecessor, unless otherwise specifically provided. Any provision for indemnification or advance for expenses in the articles of incorporation, bylaws or a resolution of the board of directors or shareholders of a predecessor of the corporation in a merger or in a contract to which the predecessor is a party, existing at the time the merger takes effect, is to be governed by subdivision (3), subsection (a), section one thousand one hundred six, article eleven of this chapter.(c) A corporation may, by a provision in its articles of incorporation, limit any of the rights to indemnification or advance for expenses created by or pursuant to this part.(d) This part does not limit a corporation's power to pay or reimburse expenses incurred by a director or an officer in connection with his or her appearance as a witness in a proceeding at a time when he or she is not a party.(e) This part does not limit a corporation's power to indemnify, advance expenses to or provide or maintain insurance on behalf of an employee or agent.
WV Code § 31D-8-859 (2021)
2021 West Virginia Code|Chapter 31D. West Virginia Business Corporation Act|Article 8. Directors and Officers|§31D-8-859. Exclusivity of Part

A corporation may provide indemnification or advance expenses to a director or an officer only as permitted by this part.
WV Code § 31D-8-860 (2021)
2021 West Virginia Code|Chapter 31D. West Virginia Business Corporation Act|Article 8. Directors and Officers|§31D-8-860. Directors' Conflicting Interest Transactions

§31D-8-860. Directors' conflicting interest transactions.(a) No contract or transaction between a corporation and one or more of its directors or officers, or between a corporation and any other corporation, partnership, association or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, is void or voidable solely for this reason or solely because the director or officer is present at or participates in the meeting of the board or committee thereof which authorizes the contract or transaction or solely because any director's or officer's votes are counted for the purpose, if:(1) The material facts as to the director's or officer's relationship or interest and as to the contract or transaction are disclosed or are known to the board of directors or the committee and the board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or(2) The material facts as to the director's or officer's relationship or interest and as to the contract or transaction are disclosed or are known to the members entitled to vote on the contract or transaction and the contract or transaction is specifically approved in good faith by vote of the members entitled to vote; or(3) The contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified by the board of directors, a committee of the board of directors or the members.(b) Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or of a committee which authorizes the contract or transaction.
WV Code § 31D-10-1001 (2021)
2021 West Virginia Code|Chapter 31D. West Virginia Business Corporation Act|Article 10. Amendment of Articles of Incorporation and Bylaws|§31D-10-1001. Authority to Amend

§31D-10-1001. Authority to amend.(a) A corporation may amend its articles of incorporation at any time to add or change a provision that is required or permitted in the articles of incorporation or to delete a provision not required in the articles of incorporation. Whether a provision is required or permitted in the articles of incorporation is determined as of the effective date of the amendment.(b) A shareholder of the corporation does not have a vested property right resulting from any provision in the articles of incorporation, including provisions relating to management, control, capital structure, dividend entitlement or purpose or duration of the corporation.
WV Code § 31D-10-1002 (2021)
2021 West Virginia Code|Chapter 31D. West Virginia Business Corporation Act|Article 10. Amendment of Articles of Incorporation and Bylaws|§31D-10-1002. Amendment Before Issuance of Shares

If a corporation has not yet issued shares, its board of directors, or its incorporators if it has no board of directors, may adopt one or more amendments to the corporation's articles of incorporation.
WV Code § 31D-10-1003 (2021)
2021 West Virginia Code|Chapter 31D. West Virginia Business Corporation Act|Article 10. Amendment of Articles of Incorporation and Bylaws|§31D-10-1003. Amendment by Board of Directors and Shareholders

If a corporation has issued shares, an amendment to the articles of incorporation must be adopted in the following manner:(1) The proposed amendment must be adopted by the board of directors.(2) Except as provided in sections one thousand five, one thousand seven and one thousand eight of this article, after adopting the proposed amendment the board of directors must submit the amendment to the shareholders for their approval. The board of directors must also transmit to the shareholders a recommendation that the shareholders approve the amendment, unless the board of directors makes a determination that because of conflicts of interest or other special circumstances it should not make the recommendation, in which case the board of directors must transmit to the shareholders the basis for that determination.(3) The board of directors may condition its submission of the amendment to the shareholders on any basis.(4) If the amendment is required to be approved by the shareholders and the approval is to be given at a meeting, the corporation must notify each shareholder, whether or not entitled to vote, of the meeting of shareholders at which the amendment is to be submitted for approval. The notice must state that the purpose, or one of the purposes, of the meeting is to consider the amendment and must contain or be accompanied by a copy of the amendment.(5) Unless the articles of incorporation, or the board of directors acting pursuant to subdivision (3) of this section, requires a greater vote or a greater number of shares to be present, approval of the amendment requires the approval of the shareholders at a meeting at which a quorum consisting of at least a majority of the votes entitled to be cast on the amendment exists and, if any class or series of shares is entitled to vote as a separate group on the amendment, except as provided in subsection (c), section one thousand four of this article, the approval of each separate voting group at a meeting at which a quorum of the voting group consisting of at least a majority of the votes entitled to be cast on the amendment by that voting group exists.
WV Code § 31D-10-1004 (2021)
2021 West Virginia Code|Chapter 31D. West Virginia Business Corporation Act|Article 10. Amendment of Articles of Incorporation and Bylaws|§31D-10-1004. Voting on Amendments by Voting Groups

(a) If a corporation has more than one class of shares outstanding, the holders of the outstanding shares of a class are entitled to vote as a separate voting group, if shareholder voting is otherwise required by this chapter, on a proposed amendment to the articles of incorporation if the amendment would:(1) Effect an exchange or reclassification of all or part of the shares of the class into shares of another class;(2) Effect an exchange or reclassification, or create the right of exchange, of all or part of the shares of another class into shares of the class;(3) Change the rights, preferences or limitations of all or part of the shares of the class;(4) Change the shares of all or part of the class into a different number of shares of the same class;(5) Create a new class of shares having rights or preferences with respect to distributions or to dissolution that are prior or superior to the shares of the class;(6) Increase the rights, preferences or number of authorized shares of any class that, after giving effect to the amendment, have rights or preferences with respect to distributions or to dissolution that are prior or superior to the shares of the class;(7) Limit or deny an existing preemptive right of all or part of the shares of the class; or(8) Cancel or otherwise affect rights to distributions that have accumulated but not yet been authorized on all or part of the shares of the class.(b) If a proposed amendment would affect a series of a class of shares in one or more of the ways described in subsection (a) of this section, the holders of shares of that series are entitled to vote as a separate voting group on the proposed amendment.(c) If a proposed amendment that entitles the holders of two or more classes or series of shares to vote as separate voting groups under this section would affect those two or more classes or series in the same or a substantially similar way, the holders of shares of all the classes or series affected by the proposed amendment must vote together as a single voting group on the proposed amendment, unless otherwise provided in the articles of incorporation or required by the board of directors.(d) A class or series of shares is entitled to the voting rights granted by this section although the articles of incorporation provide that the shares are nonvoting shares.
WV Code § 31D-10-1005 (2021)
2021 West Virginia Code|Chapter 31D. West Virginia Business Corporation Act|Article 10. Amendment of Articles of Incorporation and Bylaws|§31D-10-1005. Amendment by Board of Directors

Unless the articles of incorporation provide otherwise, a corporation's board of directors may adopt amendments to the corporation's articles of incorporation without shareholder approval:(1) To extend the duration of the corporation if it was incorporated at a time when limited duration was required by law;(2) To delete the names and addresses of the initial directors;(3) To delete the name and address of the initial registered agent or registered office, if any, if a statement of change is on file with the Secretary of State;(4) If the corporation has only one class of shares outstanding:(A) To change each issued and unissued authorized share of the class into a greater number of whole shares of that class; or(B) To increase the number of authorized shares of the class to the extent necessary to permit the issuance of shares as a share dividend;(5) To change the corporate name by substituting the word "corporation", "incorporated", "company", "limited" or the abbreviation "corp.", "inc.", "co." or "ltd." for a similar word or abbreviation in the name, or by adding, deleting or changing a geographical attribution for the name;(6) To reflect a reduction in authorized shares, as a result of the operation of subsection (b), section six hundred thirty-one, article six of this chapter, when the corporation has acquired its own shares and the articles of incorporation prohibit the reissue of the acquired shares;(7) To delete a class of shares from the articles of incorporation, as a result of the operation of subsection (b), section six hundred thirty-one, article six of this chapter, when there are no remaining shares of the class because the corporation has acquired all shares of the class and the articles of incorporation prohibit the reissue of the acquired shares; or(8) To make any change expressly permitted by subsection (d), section six hundred two, article six of this chapter to be made without shareholder approval.
WV Code § 31D-10-1006 (2021)
2021 West Virginia Code|Chapter 31D. West Virginia Business Corporation Act|Article 10. Amendment of Articles of Incorporation and Bylaws|§31D-10-1006. Articles of Amendment

After an amendment to the articles of incorporation has been adopted and approved in the manner required by this chapter and by the articles of incorporation, the corporation shall deliver to the Secretary of State, for filing, articles of amendment, setting forth:(1) The name of the corporation;(2) The text of each amendment adopted;(3) If an amendment provides for an exchange, reclassification or cancellation of issued shares, provisions for implementing the amendment if not contained in the amendment itself;(4) The date of each amendment's adoption; and(5) If an amendment:(A) Was adopted by the incorporators or board of directors without shareholder approval, a statement that the amendment was duly approved by the incorporators or by the board of directors, as required, and that shareholder approval was not required;(B) Required approval by the shareholders, a statement that the amendment was duly approved by the shareholders in the manner required by this chapter and by the articles of incorporation.
WV Code § 31D-10-1007 (2021)
2021 West Virginia Code|Chapter 31D. West Virginia Business Corporation Act|Article 10. Amendment of Articles of Incorporation and Bylaws|§31D-10-1007. Restated Articles of Incorporation

(a) A corporation's board of directors may restate its articles of incorporation at any time, with or without shareholder approval, to consolidate all amendments into a single document.(b) If the restated articles include one or more new amendments that require shareholder approval, the amendments must be adopted and approved as provided in section one thousand three of this article.(c) A corporation that restates its articles of incorporation shall deliver to the Secretary of State for filing articles of restatement setting forth the name of the corporation and the text of the restated articles of incorporation together with a certificate which states that the restated articles consolidate all amendments into a single document and, if a new amendment is included in the restated articles, which also includes the statements required under section one thousand six of this article.(d) Duly adopted restated articles of incorporation supersede the original articles of incorporation and all amendments to it.(e) The Secretary of State may certify restated articles of incorporation as the articles of incorporation currently in effect, without including the certificate information required by subsection (c) of this section.
WV Code § 31D-10-1008 (2021)
2021 West Virginia Code|Chapter 31D. West Virginia Business Corporation Act|Article 10. Amendment of Articles of Incorporation and Bylaws|§31D-10-1008. Amendment Pursuant to Reorganization

(a) A corporation's articles of incorporation may be amended without action by the board of directors or shareholders to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under the authority of federal law.(b) The individual or individuals designated by the court shall deliver to the Secretary of State for filing articles of amendment setting forth:(1) The name of the corporation;(2) The text of each amendment approved by the court;(3) The date of the court's order or decree approving the articles of amendment;(4) The title of the reorganization proceeding in which the order or decree was entered; and(5) A statement that the court had jurisdiction of the proceeding under federal law.(c) This section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan.
WV Code § 31D-10-1009 (2021)
2021 West Virginia Code|Chapter 31D. West Virginia Business Corporation Act|Article 10. Amendment of Articles of Incorporation and Bylaws|§31D-10-1009. Effect of Amendment

An amendment to the articles of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party or the existing rights of persons other than shareholders of the corporation. An amendment changing a corporation's name does not abate a proceeding brought by or against the corporation in its former name.
WV Code § 31D-10-1020 (2021)
2021 West Virginia Code|Chapter 31D. West Virginia Business Corporation Act|Article 10. Amendment of Articles of Incorporation and Bylaws|§31D-10-1020. Amendment by Board of Directors or Shareholders

§31D-10-1020. Amendment by board of directors or shareholders.(a) A corporation's shareholders may amend or repeal the corporation's bylaws.(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 shareholders, in whole or in part; or(2) The shareholders in amending, repealing or adopting a bylaw expressly provide that the board of directors may not amend, repeal or reinstate that bylaw.
WV Code § 31D-10-1021 (2021)
2021 West Virginia Code|Chapter 31D. West Virginia Business Corporation Act|Article 10. Amendment of Articles of Incorporation and Bylaws|§31D-10-1021. Bylaw Increasing Quorum or Voting Requirement for Directors

(a) A bylaw that increases a quorum or voting requirement for the board of directors may be amended or repealed:(1) If adopted by the shareholders, only by the shareholders, unless the bylaw otherwise provides; or(2) If adopted by the board of directors, either by the shareholders or by the board of directors.(b) A bylaw adopted or amended by the shareholders that increases a quorum or voting requirement for the board of directors may provide that it can be amended or repealed only by a specified vote of either the shareholders or the board of directors.(c) Action by the board of directors under subsection (a) of this section to amend or repeal a bylaw that changes the quorum or voting requirement for the board of directors must meet the same quorum requirement and be adopted by the same vote required to take action under the quorum and voting requirement then in effect or proposed to be adopted, whichever is greater.
WV Code § 31D-11-1101 (2021)
2021 West Virginia Code|Chapter 31D. West Virginia Business Corporation Act|Article 11. Mergers and Share Exchanges|§31D-11-1101. Definitions

As used in this article:(a) "Interests" means the proprietary interests in an other entity.(b) "Merger" means a business combination pursuant to section one thousand one hundred two of this article.(c) "Organizational documents" means the basic document or documents that create, or determine the internal governance of, an other entity.(d) "Other entity" means any association or legal entity, other than a domestic or foreign corporation, organized to conduct business, including, but not limited to, limited partnerships, general partnerships, limited liability partnerships, limited liability companies, joint ventures, joint stock companies and business trusts.(e) "Party to a merger" or "party to a share exchange" means any domestic or foreign corporation or other entity that will either:(1) Merge under a plan of merger;(2) Acquire shares or interests of another corporation or an other entity in a share exchange; or(3) Have all of its shares or interests or all of one or more classes or series of its shares or interests acquired in a share exchange.(f) "Share exchange" means a business combination pursuant to section one thousand one hundred three of this article.(g) "Survivor" in a merger means the corporation or other entity into which one or more other corporations or other entities are merged. A survivor of a merger may preexist the merger or be created by the merger.