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WV Code § 31E-10-1020 (2021)
2021 West Virginia Code|Chapter 31E. West Virginia Nonprofit Corporation Act|Article 10. Amendment of Articles of Incorporation and Bylaws|§31E-10-1020. Amendment by Board of Directors or Members

§31E-10-1020. Amendment by board of directors or members.(a) A corporation's members entitled to vote 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 members in whole or part; or(2) The members in amending, repealing, or adopting a bylaw expressly provide that the board of directors may not amend, repeal, or reinstate that bylaw.
WV Code § 31E-10-1021 (2021)
2021 West Virginia Code|Chapter 31E. West Virginia Nonprofit Corporation Act|Article 10. Amendment of Articles of Incorporation and Bylaws|§31E-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(a) A bylaw that increases a quorum or voting requirement for the board of directors may be amended or repealed:(1) If adopted by the members, only by the members, unless the bylaw otherwise provides; or(2) If adopted by the board of directors, either by the members or by the board of directors.(b) A bylaw adopted or amended by the members that increases a quorum or voting requirement for the board of directors may provide that it can be amended or repealed only by a specified vote of either the members or the board of directors.(c) Action by the board of directors under subsection (a) of this section to amend or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 § 31E-10-1022 (2021)
2021 West Virginia Code|Chapter 31E. West Virginia Nonprofit Corporation Act|Article 10. Amendment of Articles of Incorporation and Bylaws|§31E-10-1022. Bylaw Increasing Quorum or Voting Requirement for Members

(a) If authorized by the articles of incorporation, the members may adopt or amend a bylaw that fixes a greater quorum or voting requirement for members or classes of members than is required by this chapter. The adoption or amendment of a bylaw that adds, changes or deletes a greater quorum requirement for members must meet the same quorum requirement and be adopted by the same vote and classes of members required to take action under the quorum and voting requirement then in effect or proposed to be adopted, whichever is greater.(b) A bylaw that fixes a greater quorum or voting requirement for members under subsection (a) of this section may not be adopted, amended or repealed by the board of directors.
WV Code § 31E-11-1101 (2021)
2021 West Virginia Code|Chapter 31E. West Virginia Nonprofit Corporation Act|Article 11. Mergers|§31E-11-1101. Merger

(a) One or more domestic corporations may merge with a domestic or foreign corporation or other entity pursuant to a plan of merger.(b) A foreign corporation, or a domestic or foreign other entity, may be a party to the merger, or may be created by the terms of the plan of merger, only if:(1) The merger is permitted by the laws under which the corporation or other entity is organized or by which it is governed; and(2) In effecting the merger, the corporation or other entity complies with the laws under which the corporation or other entity is organized or by which it is governed and with its articles of incorporation or organizational documents.(c) The plan of merger must include:(1) The name of each corporation or other entity that will merge and the name of the corporation or other entity that will be the survivor of the merger;(2) The terms and conditions of the merger;(3) The manner and basis of converting the memberships, if any, of each merging corporation and interests of each merging entity, interests, obligations, cash, other property, or any combination of the foregoing;(4) The articles of incorporation of any corporation, or the organizational documents of any other entity, to be created by the merger, or if a new corporation or other entity is not to be created by the merger, any amendments to the survivor's articles of incorporation or organizational documents; and(5) Any other provisions required by the laws under which any party to the merger is organized or by which it is governed, or by the articles of incorporation or organizational documents of any party to the merger.(d) The terms described in subdivisions (2) and (3), subsection (c) of this section may be made dependent on facts ascertainable outside the plan of merger, provided that those facts are objectively ascertainable. The term "facts" includes, but is not limited to, the occurrence of any event, including a determination or action by any person or body, including the corporation.(e) The plan of merger may also include a provision that the plan may be amended prior to filing the articles of merger with the Secretary of State: Provided, That if the members of a domestic corporation that is a party to the merger are required or permitted to vote on the plan, the plan must provide that subsequent to approval of the plan by the members the plan may not be amended to:(1) Change the manner and basis of converting the memberships, if any;(2) Change the articles of incorporation of any corporation, or the organizational documents of any other entity, that will survive or be created as a result of the merger, except for changes permitted by section one thousand five, article ten of this chapter or by comparable provisions of the laws under which the foreign corporation or other entity is organized or governed; or(3) Change any of the other terms or conditions of the plan if the change would adversely affect the members in any material respect.
WV Code § 31E-11-1103 (2021)
2021 West Virginia Code|Chapter 31E. West Virginia Nonprofit Corporation Act|Article 11. Mergers|§31E-11-1103. Articles of Merger

(a) After a plan of merger is approved as required by section one thousand one hundred two of this article, the surviving corporation shall deliver to the Secretary of State for filing articles of merger setting forth: (1) The plan of merger; (2) a statement to the effect that the plan of merger was adopted by the board of directors of each corporation party to the merger; (3) if member approval was not required, a statement to that effect; and (4) if approval of members of one or more corporations party to the merger was required: (A) The designation of each class of members entitled to vote separately on the plan as to each corporation; and (B) the total number of votes cast for and against the plan by each class of members entitled to vote separately on the plan as to each corporation and a statement that the number cast for the plan by each class of members was sufficient for approval by that class.(b) A merger takes effect upon issuance by the Secretary of State of a certificate of merger to the survivor corporation. (c) The Secretary of State shall withhold the issuance of any certificate of merger in the case where the new or surviving corporation will be a foreign corporation which has not qualified to conduct affairs or do or transact business or hold property in this state until the receipt by the Secretary of State of a notice from the Tax Commissioner and Bureau of Employment Programs to the effect that all taxes due from said corporation under the provisions of chapter eleven of this code, including, but not limited to, taxes withheld under the provisions of section seventy-one, article twenty-one, chapter eleven of this code, all business and occupation taxes, motor carrier and transportation privilege taxes, gasoline taxes, consumer sales taxes and any and all license franchise or other excise taxes and corporate net income taxes, and employment security payments levied or assessed against the corporation seeking to dissolve have been paid or that the payment has been provided for, or until the Secretary of State received a notice from the Tax Commissioner or Bureau of Employment Programs stating that the corporation in question is not subject to payment of any taxes or to the making of any employment security payments or assessments.
WV Code § 31E-11-1104 (2021)
2021 West Virginia Code|Chapter 31E. West Virginia Nonprofit Corporation Act|Article 11. Mergers|§31E-11-1104. Effect of Merger

When a merger takes effect:(1) Every other corporation party to the merger merges into the surviving corporation and the separate existence of every corporation except the surviving corporation ceases;(2) All property owned by, and every contract right possessed by, each corporation or other entity that merges into the survivor is vested in the survivor without reversion or impairment; (3) All real property located in the state owned by each corporation or other entity that merges into the survivor passes by operation of law and the transfer is evidenced by recording a confirmation deed in each county in which the real property is located. No transfer or excise taxes may be assessed for the recording of the confirmation deeds.(4) The surviving corporation has all liabilities of each corporation party to the merger;(5) A proceeding pending against any corporation party to the merger may be continued as if the merger did not occur or the surviving corporation may be substituted in the proceeding for the corporation whose existence ceased;(6) The articles of incorporation of the surviving corporation is amended to the extent provided in the plan of merger;(7) The memberships, if any, of each corporation party to the merger that are to be converted into memberships of the surviving corporation are converted, and the former members in the membership classes are entitled only to the designation, qualifications, privileges and rights of the class of members to which they are converted, as provided in the articles of incorporation of the surviving corporation as the articles may be amended by the plan of merger; and(8) Any devise, bequest, gift or grant, contained in any will or in any other instrument, made before or after the merger, to or for the benefit of any of the merging corporations inures to the benefit of the surviving corporation, and so far as is necessary for that purpose, the existence of each merging corporation is deemed to continue in and through the surviving or new corporation.
WV Code § 31E-12-1201 (2021)
2021 West Virginia Code|Chapter 31E. West Virginia Nonprofit Corporation Act|Article 12. Disposition of Assets|§31E-12-1201. Disposition of Assets Not Requiring Member Approval

No approval of the members of a corporation is required, unless the articles of incorporation otherwise provide:(1) To sell, lease, exchange, or otherwise dispose of any or all of the corporation's assets in the usual and regular course of business;(2) To mortgage, pledge, dedicate to the repayment of indebtedness with or without recourse, or otherwise encumber any or all of the corporation's assets, whether or not in the usual and regular course of business; or(3) To transfer any or all of the corporation's assets to one or more corporations or other entities all of the shares or interests of which are owned by the corporation.
WV Code § 31E-13-1301 (2021)
2021 West Virginia Code|Chapter 31E. West Virginia Nonprofit Corporation Act|Article 13. Dissolution|§31E-13-1301. Dissolution by Incorporators or Initial Directors

§31E-13-1301. Dissolution by incorporators or initial directors.A majority of the incorporators or initial directors of a corporation that has not commenced activities may dissolve the corporation by delivering to the Secretary of State for filing articles of dissolution that set forth:(1) The name of the corporation;(2) The date of its incorporation;(3) That the corporation has no member entitled to vote;(4) That the corporation has not commenced the activities for which it was incorporated;(5) That no debt of the corporation remains unpaid;(6) That the net assets of the corporation remaining after winding up have been distributed as required by this chapter; and(7) That a majority of the incorporators or initial directors authorized the dissolution.
WV Code § 31E-13-1302 (2021)
2021 West Virginia Code|Chapter 31E. West Virginia Nonprofit Corporation Act|Article 13. Dissolution|§31E-13-1302. Dissolution by Board of Directors and Members

(a) A corporation's board of directors may propose dissolution for submission to those members entitled to vote on the dissolution.(b) For a proposal to dissolve to be adopted:(1) The board of directors must recommend dissolution to the members 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; and(2) The members entitled to vote must approve the proposal to dissolve as provided in subsection (e) of this section.(c) The board of directors may condition its submission of the proposal for dissolution on any basis.(d) The corporation shall notify each member entitled to vote of the proposed members' meeting. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation.(e) Unless the articles of incorporation or the board of directors acting pursuant to subsection (c) of this section require a greater vote, adoption of the proposal to dissolve requires the approval of the members at a meeting at which a quorum consisting of at least a majority of the votes entitled to be cast exists.(f) If the corporation has no members, or no members entitled to vote upon dissolution, dissolution must be authorized by resolution of the board of directors.
WV Code § 31E-13-1303 (2021)
2021 West Virginia Code|Chapter 31E. West Virginia Nonprofit Corporation Act|Article 13. Dissolution|§31E-13-1303. Articles of Dissolution

(a) At any time after dissolution is authorized, the corporation may dissolve by delivering to the Secretary of State for filing articles of dissolution setting forth:(1) The name of the corporation;(2) The date dissolution was authorized; and(3) If dissolution was approved by the members, a statement that the proposal to dissolve was duly approved by the members in the manner required by this chapter and by the articles of incorporation.(b) A corporation is dissolved upon the receipt by the corporation of a certificate of dissolution from the Secretary of State.(c) The Secretary of State shall issue a certificate of dissolution to the corporation delivering articles of dissolution upon receipt by the Secretary of State of a notice from the Tax Commissioner and Bureau of Employment Programs to the effect that all taxes due from the corporation under the provisions of chapter eleven of this code, including, but not limited to, taxes withheld under the provisions of section seventy-one, article twenty-one of said chapter eleven of this code, all business and occupation taxes, motor carrier and transportation privilege taxes, gasoline taxes, consumer sales taxes and any and all license franchise or other excise taxes and corporate net income taxes, and employment security payments levied or assessed against the corporation seeking to dissolve have been paid or that the payment has been provided for, or until the Secretary of State received a notice from the Tax Commissioner or Bureau of Employment Programs, as the case may be, stating that the corporation in question is not subject to payment of any taxes or to the making of any employment security payments or assessments.
WV Code § 31E-13-1304 (2021)
2021 West Virginia Code|Chapter 31E. West Virginia Nonprofit Corporation Act|Article 13. Dissolution|§31E-13-1304. Revocation of Dissolution

(a) A corporation may revoke its dissolution within one hundred twenty days of its effective date.(b) Revocation of dissolution must be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by action of the board of directors alone, in which event the board of directors may revoke the dissolution without member action.(c) After the revocation of dissolution is authorized, the corporation may revoke the dissolution by delivering to the Secretary of State for filing articles of revocation of dissolution, together with a copy of its articles of dissolution, that set forth:(1) The name of the corporation;(2) The effective date of the dissolution that was revoked;(3) The date that the revocation of dissolution was authorized;(4) If the corporation's board of directors or incorporators revoked the dissolution, a statement to that effect;(5) If the corporation's board of directors revoked a dissolution authorized by the members, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization; and(6) If member action was required to revoke the dissolution, the information required by subdivision (3), subsection (a), section one thousand three hundred three of this article.(d) Revocation of dissolution is effective upon the effective date of the articles of revocation of dissolution.(e) When the revocation of dissolution is effective, it relates back to and takes effect as of the effective date of the dissolution and the corporation resumes carrying on its activities as if dissolution had never occurred.
WV Code § 31E-13-1305 (2021)
2021 West Virginia Code|Chapter 31E. West Virginia Nonprofit Corporation Act|Article 13. Dissolution|§31E-13-1305. Effect of Dissolution

(a) A dissolved corporation continues its corporate existence but may not carry on any activities except those appropriate to wind up and liquidate its activities and affairs, including:(1) Adopting a plan providing for the distribution of assets under section one thousand three hundred eight of this article.(2) Collecting its assets;(3) Disposing of its properties that will not be distributed in kind pursuant to the plan of distribution consistent with the requirements of section one thousand three hundred eight of this article;(4) Discharging or making provision for discharging its liabilities;(5) Distributing its remaining assets in accordance with sections one thousand three hundred eight and one thousand three hundred nine of this article; and (6) Doing every other act necessary to wind up and liquidate its activities and affairs.(b) Dissolution of a corporation does not:(1) Transfer title to the corporation's property;(2) Prevent transfer of its transferable membership interests, if any, although the authorization to dissolve may provide for closing the corporation's membership records;(3) Subject its directors or officers to standards of conduct different from those prescribed in article eight of this chapter;(4) Change quorum or voting requirements for its board of directors or members; change provisions for selection, resignation, or removal of its directors or officers or both; or change provisions for amending its bylaws;(5) Prevent commencement of a proceeding by or against the corporation in its corporate name;(6) Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; (7) Terminate the authority of the registered agent of the corporation; or(8) Of itself, render the members liable for any liability or other obligations of the corporation or vest title to the property of the corporation in the members.
WV Code § 31E-13-1306 (2021)
2021 West Virginia Code|Chapter 31E. West Virginia Nonprofit Corporation Act|Article 13. Dissolution|§31E-13-1306. Known Claims Against Dissolved Corporation

(a) A dissolved corporation may dispose of the known claims against it by following the procedure described in this section.(b) The dissolved corporation shall notify its known claimants in writing of the dissolution at any time after its effective date. The written notice must:(1) Describe information that must be included in a claim;(2) Provide a mailing address where a claim may be sent;(3) State the deadline, which may not be fewer than one hundred twenty days from the effective date of the written notice, by which the dissolved corporation must receive the claim; and(4) State that the claim will be barred if not received by the deadline.(c) A claim against the dissolved corporation is barred:(1) If a claimant who was given written notice under subsection (b) of this section does not deliver the claim to the dissolved corporation by the deadline; or(2) If a claimant whose claim was rejected by the dissolved corporation does not commence a proceeding to enforce the claim within ninety days from the effective date of the rejection notice.(d) For purposes of this section, "claim" does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution.
WV Code § 31E-13-1307 (2021)
2021 West Virginia Code|Chapter 31E. West Virginia Nonprofit Corporation Act|Article 13. Dissolution|§31E-13-1307. Unknown Claims Against Dissolved Corporation

(a) A dissolved corporation may also publish notice of its dissolution and request that persons with claims against the corporation present them in accordance with the notice.(b) The notice must:(1) Be published one time in a newspaper of general circulation in the county where the dissolved corporation's principal office, or if the corporation had no principal office in this state, in any county where it conducts its affairs;(2) Describe the information that must be included in a claim and provide a mailing address where the claim may be sent; and(3) State that a claim against the corporation will be barred unless a proceeding to enforce the claim is commenced within five years after the publication of the notice.(c) If the dissolved corporation publishes a newspaper notice in accordance with subsection (b) of this section, the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved corporation within five years after the publication date of the newspaper notice:(1) A claimant who did not receive written notice under section one thousand three hundred six of this article;(2) A claimant whose claim was timely sent to the dissolved corporation but not acted on; and(3) A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.(d) A claim may be enforced under this section:(1) Against the dissolved corporation, to the extent of its undistributed assets; or(2) If the assets have been distributed in liquidation, against a member of the dissolved corporation to the extent of his or her pro rata share of the claim or the corporate assets distributed to him or her in liquidation, whichever is less, but a member's total liability for all claims under this section may not exceed the total amount of assets distributed to him or her.