reglab/housing_qa huggingface dataset:
WV Code § 31D-1-126 (2021)
2021 West Virginia Code|Chapter 31D. West Virginia Business Corporation Act|Article 1. General Provisions|§31D-1-126. Appeal From Secretary of State's Refusal to File Document

(a) If the Secretary of State refuses to file a document delivered to his or her office for filing, the domestic or foreign corporation may appeal the refusal to the circuit court within thirty days after the return of the document to the corporation. The appeal is commenced by petitioning the court to compel filing the document and by attaching to the petition the document and the Secretary of State's explanation of his or her refusal to file.(b) The circuit court may summarily order the Secretary of State to file the document or take other action the court considers appropriate.(c) The circuit court's final decision may be appealed to the West Virginia Supreme Court of Appeals as in other civil proceedings.
WV Code § 31D-1-127 (2021)
2021 West Virginia Code|Chapter 31D. West Virginia Business Corporation Act|Article 1. General Provisions|§31D-1-127. Evidentiary Effect of Copy of Filed Document

All courts, public offices and official bodies shall take and receive copies of documents filed in the office of the Secretary of State and certified by him or her, in accordance with the provisions of this article, as conclusive evidence that the original document is on file with the Secretary of State.
WV Code § 31D-1-128 (2021)
2021 West Virginia Code|Chapter 31D. West Virginia Business Corporation Act|Article 1. General Provisions|§31D-1-128. Certificate of Existence

(a) Any person may request a certificate of existence for a domestic corporation or a certificate of authorization for a foreign corporation from the Secretary of State.(b) A certificate of existence or authorization provides the following information:(1) The domestic corporation's corporate name or the foreign corporation's corporate name used in this state;(2) If the corporation is a domestic corporation, that the corporation is duly incorporated under the laws of this state, the date of its incorporation and the period of its duration if it is less than perpetual;(3) If the corporation is a foreign corporation, that the corporation is authorized to transact business in this state; and(4) If payment is reflected in the records of the Secretary of State and if nonpayment affects the existence or authorization of the domestic or foreign corporation, whether all fees, taxes and penalties owed to this state have been paid.(c) Subject to any qualification stated in the certificate, a certificate of existence or authorization issued by the Secretary of State may be relied upon as conclusive evidence that the domestic or foreign corporation is in existence or is authorized to transact business in this state.
WV Code § 31D-1-129 (2021)
2021 West Virginia Code|Chapter 31D. West Virginia Business Corporation Act|Article 1. General Provisions|§31D-1-129. Penalty for Signing False Document

Any person who signs a document he or she knows is false in any material respect and knows that the document is to be delivered to the Secretary of State for filing is guilty of a misdemeanor and, upon conviction thereof, shall be fined not more than $1,000 or confined in the county or regional jail not more than one year, or both.
WV Code § 31D-1-130 (2021)
2021 West Virginia Code|Chapter 31D. West Virginia Business Corporation Act|Article 1. General Provisions|§31D-1-130. Powers

§31D-1-130. Powers.The Secretary of State has the power reasonably necessary to perform the duties required of him or her by this chapter. The Secretary of State has the power and authority to propose legislative rules for promulgation in accordance with the provisions of chapter twenty-nine-a of this code in order to carry out and implement the provisions of this chapter.
WV Code § 31D-1-140 (2021)
2021 West Virginia Code|Chapter 31D. West Virginia Business Corporation Act|Article 1. General Provisions|§31D-1-140. Venue

§31D-1-140. Venue.Unless otherwise provided by any provision of this code, any civil action or other proceeding brought pursuant to this chapter may be initiated in the circuit court of any county of this state as provided in section one, article one, chapter fifty-six of this code.
WV Code § 31D-1-151 (2021)
2021 West Virginia Code|Chapter 31D. West Virginia Business Corporation Act|Article 1. General Provisions|§31D-1-151. Notice

(a) Notice under this chapter must be in writing unless oral notice is reasonable under the circumstances. Notice by electronic transmission is to be considered written notice.(b) Notice may be communicated in person; by mail or other method of delivery; or by telephone, voice mail or other electronic means. If these forms of personal notice are impracticable, notice may be communicated by a newspaper of general circulation in the area where published, or by radio, television or other form of public broadcast communication.(c) Written notice by a domestic or foreign corporation to its shareholder, if in a comprehensible form, is effective: (1) Upon deposit in the United States mail, if mailed postpaid and correctly addressed to the shareholder's address shown in the corporation's current record of shareholders; or (2) when electronically transmitted to the shareholder in a manner authorized by the shareholder.(d) Written notice to a domestic or foreign corporation authorized to transact business in this state may be addressed to its registered agent at its registered office or to the corporation or its secretary at its principal office shown in its most recent return required pursuant to section three, article twelve-c, chapter eleven of this code or, in the case of a foreign corporation that has not yet delivered a return, in its application for a certificate of authority.(e) Except as provided in subsection (c) of this section, written notice, if in a comprehensible form, is effective at the earliest of the following:(1) When received;(2) Five days after its deposit in the United States mail, if mailed postpaid and correctly addressed; or(3) On the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee.(f) Oral notice is effective when communicated, if communicated in a comprehensible manner.(g) If other provisions of this chapter prescribe notice requirements for particular circumstances, those requirements govern. If articles of incorporation or bylaws prescribe notice requirements, not inconsistent with this section or other provisions of this chapter, those requirements govern.
WV Code § 31D-1-152 (2021)
2021 West Virginia Code|Chapter 31D. West Virginia Business Corporation Act|Article 1. General Provisions|§31D-1-152. Number of Shareholders

(a) For purposes of this chapter, the following, identified as a shareholder in a corporation's current record of shareholders, constitutes one shareholder:(1) Three or fewer coowners;(2) A corporation, partnership, trust, estate or other entity; or(3) The trustees, guardians, custodians or other fiduciaries of a single trust, estate or account.(b) For purposes of this chapter, shareholdings registered in substantially similar names constitute one shareholder if it is reasonable to believe that the names represent the same person.
WV Code § 31D-2-201 (2021)
2021 West Virginia Code|Chapter 31D. West Virginia Business Corporation Act|Article 2. Incorporation|§31D-2-201. Incorporators

One or more persons may act as the incorporator or incorporators of a corporation by delivering articles of incorporation to the Secretary of State for filing.
WV Code § 31D-2-202 (2021)
2021 West Virginia Code|Chapter 31D. West Virginia Business Corporation Act|Article 2. Incorporation|§31D-2-202. Articles of Incorporation

(a) The articles of incorporation must set forth:(1) A corporate name for the corporation that satisfies the requirements of section four hundred one, article four of this chapter;(2) The number of shares the corporation is authorized to issue, the par value of each of the shares or a statement that all shares are without par value;(3) The street address of the corporation's initial registered office, if any, and the name of its initial registered agent at that office, if any;(4) The name and address of each incorporator;(5) The purpose or purposes for which the corporation is organized;(6) The mailing address of the corporation's principal office; and(7) An e-mail address where informational notices and reminders of annual filings may be sent, unless there is a technical inability to comply.(b) The articles of incorporation may set forth:(1) The names and addresses of the individuals who are to serve as the initial directors;(2) Provisions not inconsistent with law regarding:(A) Managing the business and regulating the affairs of the corporation;(B) Defining, limiting and regulating the powers of the corporation, its board of directors and shareholders; or(C) The imposition of personal liability on shareholders for the debts of the corporation to a specified extent and upon specified conditions;(3) Any provision that, under this chapter, is required or permitted to be set forth in the bylaws;(4) A provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director: Provided, That a provision may not eliminate or limit the liability of a director: (A) For any breach of the director's duty of loyalty to the corporation or its stockholders; (B) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (C) under section eight hundred thirty-three, article eight of this chapter for unlawful distributions; or (D) for any transaction from which the director derived an improper personal benefit. No provision may eliminate or limit the liability of a director for any act or omission occurring prior to the date when that provision becomes effective; and(5) A provision permitting or making obligatory indemnification of a director for liability as that term is defined in section eight hundred fifty, article eight of this chapter to any person for any action taken, or any failure to take any action, as a director except liability for: (A) Receipt of a financial benefit to which he or she is not entitled; (B) an intentional infliction of harm on the corporation or its shareholders; (C) a violation of section eight hundred thirty-three, article eight of this chapter for unlawful distributions; or (D) an intentional violation of criminal law.(c) The articles of incorporation need not set forth any of the corporate powers enumerated in this chapter.
WV Code § 31D-2-203 (2021)
2021 West Virginia Code|Chapter 31D. West Virginia Business Corporation Act|Article 2. Incorporation|§31D-2-203. Incorporation

(a) Unless a delayed effective date is specified, the corporate existence begins when the articles of incorporation are filed.(b) The Secretary of State's filing of the articles of incorporation is conclusive proof that the incorporators satisfied all conditions precedent to incorporation except in a proceeding by the state to cancel or revoke the incorporation or involuntarily dissolve the corporation.
WV Code § 31D-2-204 (2021)
2021 West Virginia Code|Chapter 31D. West Virginia Business Corporation Act|Article 2. Incorporation|§31D-2-204. Organization of Corporation

(a) After incorporation:(1) If initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers, adopting bylaws and carrying on any other business brought before the meeting; or(2) If initial directors are not named in the articles, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators:(A) To elect directors and complete the organization of the corporation; or(B) To elect a board of directors who shall complete the organization of the corporation.(b) Action required or permitted by this chapter to be taken by incorporators at an organizational meeting may be taken without a meeting if the action taken is evidenced by one or more written consents describing the action taken and signed by each incorporator.(c) An organizational meeting may be held in or out of this state.
WV Code § 31D-2-205 (2021)
2021 West Virginia Code|Chapter 31D. West Virginia Business Corporation Act|Article 2. Incorporation|§31D-2-205. Bylaws

(a) The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation.(b) The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or the articles of incorporation.
WV Code § 31D-2-206 (2021)
2021 West Virginia Code|Chapter 31D. West Virginia Business Corporation Act|Article 2. Incorporation|§31D-2-206. Emergency Bylaws

(a) Unless the articles of incorporation provide otherwise, the board of directors of a corporation may adopt bylaws to be effective only in an emergency defined in subsection (d) of this section. The emergency bylaws, which are subject to amendment or repeal by the shareholders, may make all provisions necessary for managing the corporation during the emergency, including:(1) Procedures for calling a meeting of the board of directors;(2) Quorum requirements for the meeting; and(3) Designation of additional or substitute directors.(b) All provisions of the regular bylaws consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends.(c) Corporate action taken in good faith in accordance with the emergency bylaws:(1) Binds the corporation; and(2) May not be used to impose liability on a corporate director, officer, employee or agent.(d) An emergency exists for purposes of this section if a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event.
WV Code § 31D-3-301 (2021)
2021 West Virginia Code|Chapter 31D. West Virginia Business Corporation Act|Article 3. Purposes and Powers|§31D-3-301. Purposes

(a) Every corporation incorporated under this chapter has the purpose of engaging in any lawful business unless a more limited purpose is set forth in the articles of incorporation.(b) A corporation engaging in a business that is subject to regulation under another statute of this state may incorporate under this chapter only if permitted by, and subject to all limitations of, the other statute.
WV Code § 31D-3-302 (2021)
2021 West Virginia Code|Chapter 31D. West Virginia Business Corporation Act|Article 3. Purposes and Powers|§31D-3-302. General Powers

Unless its articles of incorporation provide otherwise, every corporation has perpetual duration and succession in its corporate name and has the same powers as an individual to do all things necessary or convenient to carry out its business and affairs, including, without limitation, power:(1) To sue and be sued, complain and defend in its corporate name;(2) To have a corporate seal, which may be altered at will, and to use it, or a facsimile of it, by impressing or affixing it or in any other manner reproducing it;(3) To make and amend bylaws, not inconsistent with its articles of incorporation or with the laws of this state, for managing the business and regulating the affairs of the corporation;(4) To purchase, receive, lease or otherwise acquire and own, hold, improve, use and otherwise deal with real or personal property, or any legal or equitable interest in property, wherever located;(5) To sell, convey, mortgage, pledge, lease, exchange and otherwise dispose of all or any part of its property;(6) To purchase, receive, subscribe for or otherwise acquire; own, hold, vote, use, sell, mortgage, lend, pledge or otherwise dispose of; and deal in and with shares or other interests in, or obligations of, any other entity;(7) To make contracts and guarantees; incur liabilities; borrow money; issue its notes, bonds and other obligations which may be convertible into or include the option to purchase other securities of the corporation; and secure any of its obligations by mortgage, deed of trust or pledge of any of its property, franchises or income;(8) To lend money, invest and reinvest its funds and receive and hold real and personal property as security for repayment;(9) To be a promoter, partner, member, associate or manager of any partnership, joint venture, trust or other entity;(10) To conduct its business, locate offices and exercise the powers granted by this chapter within or without this state;(11) To elect directors and appoint officers, employees and agents of the corporation; define their duties; fix their compensation; and lend them money and credit;(12) To pay pensions and establish pension plans, pension trusts, profit-sharing plans, share bonus plans, share option plans and benefit or incentive plans for any or all of its current or former directors, officers, employees and agents;(13) To make donations for the public welfare or for charitable, scientific or educational purposes and for other purposes that further the corporate interest;(14) To transact any lawful business that will aid governmental policy; and(15) To make payments or donations, or do any other act, not inconsistent with law, that furthers the business and affairs of the corporation.
WV Code § 31D-3-303 (2021)
2021 West Virginia Code|Chapter 31D. West Virginia Business Corporation Act|Article 3. Purposes and Powers|§31D-3-303. Emergency Powers

(a) In anticipation of or during an emergency defined in subsection (d) of this section, the board of directors of a corporation may:(1) Modify lines of succession to accommodate the incapacity of any director, officer, employee or agent; and(2) Relocate the principal office, designate alternative principal offices or regional offices or authorize the officers to do so.(b) During an emergency defined in subsection (d) of this section, unless emergency bylaws provide otherwise:(1) Notice of a meeting of the board of directors need be given only to those directors whom it is practicable to reach and may be given in any practicable manner, including by publication and radio; and(2) One or more officers of the corporation present at a meeting of the board of directors may be deemed to be directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.(c) Corporate action taken in good faith during an emergency under this section to further the ordinary business affairs of the corporation:(1) Binds the corporation; and(2) May not be used to impose liability on a corporate director, officer, employee or agent.(d) An emergency exists for purposes of this section if a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event.
WV Code § 31D-3-304 (2021)
2021 West Virginia Code|Chapter 31D. West Virginia Business Corporation Act|Article 3. Purposes and Powers|§31D-3-304. Ultra Vires

(a) Except as provided in subsection (b) of this section, the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act.(b) A corporation's power to act may be challenged:(1) In a proceeding by a shareholder against the corporation to enjoin the act;(2) In a proceeding by the corporation, directly, derivatively or through a receiver, trustee or other legal representative, against an incumbent or former director, officer, employee or agent of the corporation; or(3) In a proceeding by the Attorney General under section one thousand four hundred thirty, article fourteen of this chapter.(c) In a shareholder's proceeding under subdivision (1), subsection (b) of this section to enjoin an unauthorized corporate act, the circuit court may enjoin or set aside the act, if equitable and if all affected persons are parties to the proceeding, and may award damages for loss, except loss of anticipated profits, suffered by the corporation or another party because of enjoining the unauthorized act.
WV Code § 31D-4-401 (2021)
2021 West Virginia Code|Chapter 31D. West Virginia Business Corporation Act|Article 4. Name|§31D-4-401. Corporate Name

(a) A corporate name:(1) Must contain the word "corporation", "incorporated", "company" or "limited", or the abbreviation "corp.", "inc.", "co." or "ltd.", or words or abbreviations of like import in another language; and(2) May not contain language stating or implying that the corporation is organized for a purpose other than that permitted by section three hundred one, article three of this chapter and its articles of incorporation.(b) Except as authorized by subsections (c) and (d) of this section, a corporate name must be distinguishable upon the records of the Secretary of State from:(1) The corporate name of a corporation incorporated or authorized to transact business in this state;(2) A corporate name reserved or registered under section four hundred three or four hundred four of this article;(3) The fictitious name adopted by a foreign corporation authorized to transact business in this state because its real name is unavailable;(4) The corporate name of a nonprofit corporation incorporated or authorized to transact business in this state; and(5) The name of any other entity whose name is carried in the records of the Secretary of State.(c) A corporation may apply to the Secretary of State for authorization to use a name that is not distinguishable upon his or her records from one or more of the names described in subsection (b) of this section. The Secretary of State shall authorize use of the name applied for if:(1) The other corporation consents to the use in writing and submits an undertaking in form satisfactory to the Secretary of State to change the name so that it is distinguishable upon the records of the Secretary of State from the name applied for; or(2) The applicant delivers to the Secretary of State a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this state.(d) A corporation may use the name, including the fictitious name, of another domestic or foreign corporation that is used in this state if the other corporation is incorporated or authorized to transact business in this state and the proposed user corporation:(1) Has merged with the other corporation;(2) Has been formed by reorganization of the other corporation; or(3) Has acquired all or substantially all of the assets, including the corporate name, of the other corporation.(e) This chapter does not control the use of fictitious names.