reglab/housing_qa huggingface dataset:
WV Code § 31E-8-810 (2021)
2021 West Virginia Code|Chapter 31E. West Virginia Nonprofit Corporation Act|Article 8. Directors and Officers|§31E-8-810. 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 members holding at least ten percent of the voting power 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 serving on the board for a period prescribed by the court.(c) If members commence a proceeding under subsection (a) of this section, they must make the corporation a party defendant.
WV Code § 31E-8-811 (2021)
2021 West Virginia Code|Chapter 31E. West Virginia Nonprofit Corporation Act|Article 8. Directors and Officers|§31E-8-811. 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 members entitled to vote for directors 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 class of members and if the vacancy is to be filled by the members entitled to vote for directors as provided in subdivision (1), subsection (a) of this section, only the members of that class 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 eight of this article or otherwise, may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.(d) If the board of directors ceases to exist and there are no members having the right to vote for the election of directors, members not entitled to vote are entitled to elect a new board of directors.
WV Code § 31E-8-812 (2021)
2021 West Virginia Code|Chapter 31E. West Virginia Nonprofit Corporation Act|Article 8. Directors and Officers|§31E-8-812. 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 § 31E-8-820 (2021)
2021 West Virginia Code|Chapter 31E. West Virginia Nonprofit Corporation Act|Article 8. Directors and Officers|§31E-8-820. Meetings

§31E-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 § 31E-8-821 (2021)
2021 West Virginia Code|Chapter 31E. West Virginia Nonprofit Corporation Act|Article 8. Directors and Officers|§31E-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 § 31E-8-822 (2021)
2021 West Virginia Code|Chapter 31E. West Virginia Nonprofit Corporation Act|Article 8. Directors and Officers|§31E-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 § 31E-8-823 (2021)
2021 West Virginia Code|Chapter 31E. West Virginia Nonprofit Corporation Act|Article 8. Directors and Officers|§31E-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.
WV Code § 31E-8-824 (2021)
2021 West Virginia Code|Chapter 31E. West Virginia Nonprofit Corporation Act|Article 8. Directors and Officers|§31E-8-824. Quorum and Voting

(a) Unless the articles of incorporation or bylaws require a greater number or unless otherwise specifically provided in this chapter, a quorum of a board of directors consists of:(1) A majority of the fixed number of directors if the corporation has a fixed board size; or(2) A majority of the number of directors prescribed, or if no number is prescribed the number in office immediately before the meeting begins, if the corporation has a variable-range size board.(b) The articles of incorporation or bylaws may authorize a quorum of a board of directors to consist of no fewer than one third of the fixed or prescribed number of directors determined under subsection (a) of this section.(c) If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board of directors unless the articles of incorporation or bylaws require the vote of a greater number of directors.(d) A director who is present at a meeting of the board of directors or a committee of the board of directors when corporate action is taken is deemed to have assented to the action taken unless: (1) He or she objects at the beginning of the meeting or promptly upon his or her arrival to holding it or transacting business at the meeting; (2) his or her dissent or abstention from the action taken is entered in the minutes of the meeting; or (3) he or she delivers written notice of his or her dissent or abstention to the presiding officer of the meeting before its adjournment or to the corporation immediately after adjournment of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the action taken.
WV Code § 31E-8-825 (2021)
2021 West Virginia Code|Chapter 31E. West Virginia Nonprofit Corporation Act|Article 8. Directors and Officers|§31E-8-825. Committees

(a) Unless the articles of incorporation or bylaws provide otherwise, a board of directors may create one or more committees and appoint members of the board of directors to serve on them. Each committee must have two or more members, who serve at the pleasure of the board of directors.(b) The creation of a committee and appointment of members to it must be approved by the greater of: (1) A majority of all the directors in office when the action is taken; or (2) the number of directors required by the articles of incorporation or bylaws to take action under section eight hundred twenty-four of this article.(c) Sections eight hundred twenty, eight hundred twenty-one, eight hundred twenty-two, eight hundred twenty-three and eight hundred twenty-four of this article, which govern meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the board of directors, apply to committees and their members as well.(d) To the extent specified by the board of directors or in the articles of incorporation or bylaws, each committee may exercise the authority of the board of directors under section eight hundred one of this article.(e) A committee may not, however:(1) Approve or propose to members action that this chapter requires be approved by members;(2) Fill vacancies on the board of directors or on any of its committees;(3) Amend articles of incorporation pursuant to section one thousand two, article ten of this chapter; (4) Adopt, amend, or repeal bylaws;(5) Approve a plan of merger;(6) Approve a sale, lease, exchange or other disposition of all, or substantially all, of the property of a corporation; or(7) Approve a proposal to dissolve.(f) The creation of, delegation of authority to, or action by a committee does not alone constitute compliance by a director with the standards of conduct described in section eight hundred thirty of this article.
WV Code § 31E-8-826 (2021)
2021 West Virginia Code|Chapter 31E. West Virginia Nonprofit Corporation Act|Article 8. Directors and Officers|§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.(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.
WV Code § 31E-8-830 (2021)
2021 West Virginia Code|Chapter 31E. West Virginia Nonprofit Corporation Act|Article 8. Directors and Officers|§31E-8-830. Standards of Conduct for Directors

§31E-8-830. Standards of conduct for directors.(a) Each member of the board of directors, when discharging the duties of a director, shall act: (1) In good faith; and (2) in a manner the director reasonably believes to be in the best interests of the corporation.(b) The members of the board of directors or a committee of the board, when becoming informed in connection with their decision-making function or devoting attention to their oversight function, shall discharge their duties with the care that a person in a like position would reasonably believe appropriate under similar circumstances.(c) In discharging board or committee duties a director, who does not have knowledge that makes reliance unwarranted, is entitled to rely on the performance by any of the persons specified in subdivisions (1) or (3), subsection (e) of this section to whom the board may have delegated, formally or informally by course of conduct, the authority or duty to perform one or more of the board's functions that are delegable under applicable law.(d) In discharging board or committee duties a director, who does not have knowledge that makes reliance unwarranted, is entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, prepared or presented by any of the persons specified in subsection (e) of this section.(e) A director is entitled to rely, in accordance with subsection (c) or (d) of this section, on:(1) One or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the functions performed or the information, opinions, reports or statements provided;(2) Legal counsel, public accountants, or other persons retained by the corporation as to matters involving skills or expertise the director reasonably believes are matters: (A) Within the particular person's professional or expert competence; or (B) as to which the particular person merits confidence; or(3) A committee of the board of directors of which the director is not a member if the director reasonably believes the committee merits confidence.
WV Code § 31E-8-833 (2021)
2021 West Virginia Code|Chapter 31E. West Virginia Nonprofit Corporation Act|Article 8. Directors and Officers|§31E-8-833. Directors' Liability for Unlawful Distributions

(a) A director who votes for or assents to a distribution in violation of this chapter or the articles of incorporation is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating this chapter if the party asserting liability establishes that when taking the action the director did not comply with section eight hundred thirty of this article.(b) A director held liable under subsection (a) of this section for an unlawful distribution is entitled to:(1) Contribution from every other director who could be held liable under subsection (a) of this section for the unlawful distribution; and(2) Recoupment from each recipient for the amount the recipient accepted, knowing the distribution was made in violation of this chapter or the articles of incorporation.(c) A proceeding to enforce the liability of a director under subsection (a) of this section is barred unless it is commenced within two years after the date on which the distribution was made.(d) For purposes of this section, a director is deemed to have voted for a distribution if the director was present at the meeting of the board of directors at the time the distribution was authorized and did not vote in dissent, or if the director consented to the vote pursuant to section eight hundred twenty-one of this article.
WV Code § 31E-8-840 (2021)
2021 West Virginia Code|Chapter 31E. West Virginia Nonprofit Corporation Act|Article 8. Directors and Officers|§31E-8-840. Required Officers

§31E-8-840. Required officers.(a) A corporation has the officers described in its bylaws or appointed by the board of directors in accordance with the bylaws.(b) A duly appointed officer may appoint one or more officers or assistant officers if authorized by the bylaws or the board of directors.(c) The bylaws or the board of directors must delegate to one of the officers responsibility for preparing minutes of the directors' and members' meetings and for authenticating records of the corporation.(d) The same individual may simultaneously hold more than one office in a corporation.
WV Code § 31E-8-841 (2021)
2021 West Virginia Code|Chapter 31E. West Virginia Nonprofit Corporation Act|Article 8. Directors and Officers|§31E-8-841. Duties of Officers

Each officer has the authority and shall perform the duties set forth in the bylaws or, to the extent consistent with the bylaws, the duties prescribed by the board of directors or by direction of an officer authorized by the board of directors to prescribe the duties of other officers.
WV Code § 31E-8-842 (2021)
2021 West Virginia Code|Chapter 31E. West Virginia Nonprofit Corporation Act|Article 8. Directors and Officers|§31E-8-842. Standards of Conduct for Officers

(a) An officer, when performing in his or her official capacity, shall act:(1) In good faith;(2) With the care that a person in a like position would reasonably exercise under similar circumstances; and(3) In a manner the officer reasonably believes to be in the best interests of the corporation.
WV Code § 31E-8-843 (2021)
2021 West Virginia Code|Chapter 31E. West Virginia Nonprofit Corporation Act|Article 8. Directors and Officers|§31E-8-843. Resignation and Removal of Officers

(a) An officer may resign at any time by delivering notice to the corporation. A resignation is effective when the notice is delivered unless the board of directors agree to a later effective date. If a resignation is made effective at a later date and the corporation accepts the future effective date, its board of directors may fill the pending vacancy before the effective date if the board of directors provides that the successor does not take office until the effective date.(b) A board of directors may remove any officer at any time with or without cause.
WV Code § 31E-8-844 (2021)
2021 West Virginia Code|Chapter 31E. West Virginia Nonprofit Corporation Act|Article 8. Directors and Officers|§31E-8-844. Contract Rights of Officers

(a) The appointment of an officer does not itself create contract rights.(b) An officer's removal does not affect the officer's contract rights, if any, with the corporation. An officer's resignation does not affect the corporation's contract rights, if any, with the officer.
WV Code § 31E-8-850 (2021)
2021 West Virginia Code|Chapter 31E. West Virginia Nonprofit Corporation Act|Article 8. Directors and Officers|§31E-8-850. Part Definitions

§31E-8-850. Part definitions.In this part:(1) "Corporation" includes any domestic or foreign predecessor entity of a corporation in a merger.(2) "Director" or "officer" means an individual who is or was a director or officer, respectively, of a corporation or who, while a director or officer of the corporation, is or was serving 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. A director or officer is considered to be serving an employee benefit plan at the corporation's request if his or her duties to the corporation also impose duties on, or otherwise involve services by, him or her to the plan or to participants in or beneficiaries of the plan. "Director" or "officer" includes, unless the context requires otherwise, the estate or personal representative of a director or officer.(3) "Disinterested director" means a director who, at the time of a vote referred to in subsection (c), section eight hundred fifty-three of this article or a vote or selection referred to in subsection (b) or (c), section eight hundred fifty-five of this article, is not: (A) A party to the proceeding; or (B) an individual having a familial, financial, professional or employment relationship with the director whose indemnification or advance for expenses is the subject of the decision being made, which relationship would, in the circumstances, reasonably be expected to exert an influence on the director's judgment when voting on the decision being made.(4) "Expenses" includes counsel fees.(5) "Liability" means the obligation to pay a judgment; settlement; penalty; fine, including an excise tax assessed with respect to an employee benefit plan; or reasonable expenses incurred with respect to a proceeding.(6) "Official capacity" means:(A) When used with respect to a director, the office of director in a corporation; and(B) When used with respect to an officer, as contemplated in section eight hundred fifty-six of this article, the office in a corporation held by the officer. "Official capacity" does not include service for any other domestic or foreign corporation or any partnership, joint venture, trust, employee benefit plan, or other entity.(7) "Party" means an individual who was, is, or is threatened to be made, a defendant or respondent in a proceeding.(8) "Proceeding" means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, arbitrative, or investigative and whether formal or informal.
WV Code § 31E-8-851 (2021)
2021 West Virginia Code|Chapter 31E. West Virginia Nonprofit Corporation Act|Article 8. Directors and Officers|§31E-8-851. Permissible Indemnification

(a) Except as otherwise provided in this section, a corporation may indemnify an individual who is a party to a proceeding because he or she is a director against liability incurred in the proceeding if:(1) (A) He or she conducted himself or herself in good faith; and(B) He or she reasonably believed: (i) In the case of conduct in his or her official capacity, that his or her conduct was in the best interests of the corporation; and (ii) in all other cases, that his or her conduct was at least not opposed to the best interests of the corporation; and(C) In the case of any criminal proceeding, he or she had no reasonable cause to believe his or her conduct was unlawful; or(2) He or she engaged in conduct for which broader indemnification has been made permissible or obligatory under a provision of the articles of incorporation, as authorized by subdivision (5), subsection (b), section two hundred two, article two of this chapter.(b) A director's conduct with respect to an employee benefit plan for a purpose he or she reasonably believed to be in the interests of the participants in, and the beneficiaries of, the plan is conduct that satisfies the requirement of subparagraph (ii), paragraph (B), subdivision (1), subsection (a) of this section.(c) The termination of a proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, is not, determinative that the director did not meet the relevant standard of conduct described in this section.(d) Unless ordered by a circuit court under subdivision (3), subsection (a), section eight hundred fifty-four of this article, a corporation may not indemnify a director:(1) In connection with a proceeding by or in the right of the corporation, except for reasonable expenses incurred in connection with the proceeding if it is determined that the director has met the relevant standard of conduct under subsection (a) of this section; or(2) In connection with any proceeding with respect to conduct for which he or she was adjudged liable on the basis that he or she received a financial benefit to which he or she was not entitled, whether or not involving action in his or her official capacity.
WV Code § 31E-8-852 (2021)
2021 West Virginia Code|Chapter 31E. West Virginia Nonprofit Corporation Act|Article 8. Directors and Officers|§31E-8-852. Mandatory Indemnification

A corporation must indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which he or she was a party because he or she was a director of the corporation against reasonable expenses incurred by him or her in connection with the proceeding.