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2023 West Virginia Code › Chapter 31. Corporations › Article 2. Railroad Companies › §31-2-5. Buying, Selling or Transporting Coal and Coke

It shall be unlawful for any railroad corporation to engage, directly or indirectly, in the business of buying and selling coal or coke, or to promise, pledge or lend its credit, money or other property or thing of value to another, either natural or corporate, engaged in such business, but nothing herein shall prevent such corporation from purchasing such articles for its own consumption, or when it is the owner of any such commodities from selling and shipping the same: Provided, That in doing so, such corporation shall not discriminate in rates, distribution of cars or otherwise against other shippers of like commodities on its lines: Provided further, That when such company has the right to sell either of such commodities, and is unable from any cause to fill any bona fide contracts it may have made to supply such commodities, or either of them, it may purchase them to enable it to fill such contracts.
Every railroad corporation, along whose line of railroad the industry of mining coal or manufacturing coke is carried on, shall without discrimination between or among shippers, and without unnecessary delay, make a reasonable provision for the transportation of all such coal and coke offered for transportation over its railroad, and no such railroad corporation shall discriminate in rates, distribution of cars or otherwise against or among shippers of coal or coke offered for shipment on its line or lines.
The circuit and criminal courts of every county through or into which the railroad of any such railroad corporation violating any or either of the provisions of this section may pass, shall have concurrent jurisdiction of all the offenses under and violations of the provisions of this section.
Any railroad corporation or officer or agent thereof who shall knowingly and wilfully violate any of the provisions of this section, shall, for each and every such offense, be deemed guilty of a misdemeanor, and, upon conviction thereof, shall be fined not less than fifty nor more than $500.
2023 West Virginia Code › Chapter 31. Corporations › Article 2. Railroad Companies › §31-2-7. Filing Map of Railroad

Every railroad corporation shall, within a reasonable time after its railroad is located in this state, cause to be made a map and profile thereof, with the names of the owners of the lands through which it runs, and of the noted places along the same stated thereon, and file the same in the office of the Secretary of State, and in the office of the clerk of the county court of each county in which any part of said road is located.
2023 West Virginia Code › Chapter 31. Corporations › Article 2. Railroad Companies › §31-2-8. Warning of Approach of Train at Crossings; Crossing Railroad Tracks

A bell or steam whistle shall be placed on each locomotive engine, which shall be rung or whistled by the engineer or fireman, at a distance of at least sixty rods from the place where the railroad crosses any public street or highway, and be kept ringing or whistling for a time sufficient to give due notice of the approach of such train before such street or highway is reached, and any failure so to do is a misdemeanor punishable by a fine of not exceeding $100; and the corporation owning or operating the railroad shall be liable to any party injured for all damages sustained by reason of such neglect. When the tracks, other than switch or sidetracks, of two railroads cross each other, or in any way connect at a common grade, the crossing shall be made and kept in repair, and watchmen maintained thereat at the joint expense of the companies owning the tracks; all trains or engines passing over such tracks shall come to a full stop not nearer than two hundred feet nor farther than eight hundred feet from the crossing and shall not cross until signaled so to do by the watchman, nor until the way is clear; and when two passenger or freight trains approach the crossing at the same time, the train on the road first built shall have precedence if the tracks are both main tracks over which all passengers and freights on the roads are transported; but if only one track is such main track, and the other is a side or depot track, the train on the main track shall have precedence; and if one of the trains is a passenger train and the other a freight train, the former shall take precedence; and regular trains on time shall take precedence over trains of the same grade not on time, and engines with cars attached not on time shall take precedence over engines without cars not on time: Provided, That if such two railroads crossing each other, or in any way connecting at a common grade, by works or fixtures to be erected by them render it safe to pass over such crossing without stopping, and such works and fixtures first be approved by the Public Service Commission of West Virginia, and the plan thereof for such crossing designating the plan of crossing has been filed with said commission and approved by it, the provisions of this section relating to railroad crossings shall not apply.
2023 West Virginia Code › Chapter 31. Corporations › Article 2. Railroad Companies › §31-2-9. Signboards or Warning Notices at Crossings

Every railroad company shall, at every place where a road or street crosses its railroad on the same level, erect and maintain suitable signboards or notices of warning apprising persons of the danger in crossing its tracks. All such signboards or notices shall be of the design and construction and shall be located in the manner required or approved by the state road commission. Any railroad company failing to comply with the provisions of this section shall be fined $5 for each week that any such failure continues.
2023 West Virginia Code › Chapter 31. Corporations › Article 2. Railroad Companies › §31-2-10. Watering Troughs for Livestock

All railroads maintaining stations that are shipping points for livestock, where there are as many as one thousand head shipped in any one year, shall wherever practicable place within the stock pens owned or controlled by such railroad company suitable watering troughs which shall, at all times during the time stock is being shipped from the station, be supplied with pure drinking water such as stock will drink. It shall be considered practicable where there are waterworks from which water can be obtained (city or otherwise) by piping not to exceed one fourth of a mile.
Any railroad company which refuses to comply with this section shall be guilty of a misdemeanor and, shall be fined not less than $50 nor more than $100 for each offense. And each day that such pens are without water during the shipping season shall be considered a separate offense.
2023 West Virginia Code › Chapter 31. Corporations › Article 2. Railroad Companies › §31-2-11. Consolidation of Railroad Properties

Any railroad company in this state may, with the assent and approval of the Public Service Commission, consolidate its properties and franchises with the property and franchises of another railroad company or other railroad companies, or obtain the possession and control of the lines and tracks of another railroad company or of other railroad companies, by purchase or lease, whether such railroads are or are not parallel or competing lines.
2023 West Virginia Code › Chapter 31. Corporations › Article 2. Railroad Companies › §31-2-14. Foreclosure or Judicial Sale of Railroad Company

If a sale shall be made under a trust deed or mortgage executed by a railroad corporation on all its works and property, or if the sale of such property shall be made under the decree of a court, and there be a conveyance to any person or persons pursuant to any such sale, said sale and conveyance shall pass to the purchaser at such sale, not only the works and property of the corporation as they were at the time of making the trust deed or mortgage, but any works which the company may, after that time and before the sale, have constructed, and all other property of which it may be possessed at the time of the sale, other than debts due to it. Upon such conveyance to the purchaser such company shall ipso facto be dissolved, and such purchaser shall forthwith be a corporation by any name which may be set forth in such conveyance, or in any writing signed by him or them, and recorded in the office of the clerk of the county court of any county wherein the property so sold, or any part thereof, is situated.
2023 West Virginia Code › Chapter 31. Corporations › Article 2. Railroad Companies › §31-2-15. Same -- Rights and Duties of Purchaser

The corporation created by or in consequence of such sale and conveyance shall succeed to all such franchises, rights and privileges, but not immunity from taxation, and perform all such duties as would have been had, or should have been performed by the first company, but for such sale and conveyance; save only, that the corporation so created shall not be entitled to debts due to the first company, and shall not be liable for any debts of, or claims against the first company, which may not be expressly assumed in the contract of purchase; and that the whole profits of the business done by such corporation shall belong to such purchaser and his assigns. His interest in the corporation shall be personal estate, and he or his assigns may create so many shares of stock therein as he or they may think proper, not exceeding together the amount of stock in the first company at the time of the sale, and assign the same in a book kept for that purpose. Such shares shall thereupon be on the footing of shares in corporations generally, except only that the first meeting of the stockholders shall be held on such day and at such place as shall be fixed by such purchaser, of which notice shall be published as a Class II legal advertisement in compliance with the provisions of article three, chapter fifty-nine of this code, and the publication area for such publication shall be each county in the state wherein such corporation may do business.
2023 West Virginia Code › Chapter 31. Corporations › Article 2A. Railroad Crossing › §31-2A-1. Definitions

As used in this article:
(a) "Carrier,""railroad" or "railroad company" means a common carrier by railroad.
(b) "Train" or "trains" mean engines, cars and any type of railroad equipment or rolling stock, or any part thereof, capable of blocking any crossing of a railroad track or tracks and any public street, road or highway.
2023 West Virginia Code › Chapter 31. Corporations › Article 2A. Railroad Crossing › §31-2A-2. Blocking of Crossing Prohibited; Time Limit

(a) It is unlawful for any railroad company, except in an emergency, to order, allow or permit the operation of or to operate or to so operate its system so that a train blocks the passage of vehicular traffic over the railroad crossing of any public street, road or highway of this state for a period longer than ten minutes. This section does not apply to an obstruction of any such street, road or highway caused by a continuously moving train or caused by circumstances wholly beyond the control of the railroad, but does apply to all other obstructions as aforesaid, including, but not limited to, those caused by a stopped train or a train engaged in switching, loading or unloading operations: Provided, That if any such train is within the jurisdictional limits of any municipality which now has or hereafter shall have in force and effect an ordinance limiting the time a railroad crossing may be blocked by a train, such ordinance shall govern, and the provisions of this article shall not be applicable.
(b) Upon receiving notification from a law-enforcement officer, member of a fire department, operator of an emergency medical vehicle, or a member of an emergency services provider that emergency circumstances require the immediate clearing of a public highway railroad grade crossing, the members of the train crew of the train, railroad car or equipment, or engine blocking such crossing shall immediately notify the appropriate railroad dispatcher of the pending emergency situation. Upon receipt of notice of such emergency circumstances by the train crew or dispatcher, the railroad shall immediately clear the crossing, consistent with the safe operation of the train.
2023 West Virginia Code › Chapter 31. Corporations › Article 2A. Railroad Crossing › §31-2A-3. Responsibility of Railroad Company

The railroad company shall be solely responsible for the acts of its agents and employees in violating any provision of this article or any provision of any ordinance of any municipality or any provision of any order of a county or other public authority regulating the period of time any such street, road or highway may be so blocked by a train.
2023 West Virginia Code › Chapter 31. Corporations › Article 2A. Railroad Crossing › §31-2A-6. Fines and Penalties

(a) Any railroad company, carrier or railroad violating the provisions of subsection (a), section two of this article is guilty of misdemeanor and, upon conviction thereof, shall be fined not less than $150; upon a second conviction occurring at the same crossing within one year thereafter, shall be fined not less than $250; and upon a third or subsequent conviction occurring at the same crossing within one year after the first conviction, shall be fined not less than $350.
(b) Any railroad company, carrier or railroad violating the provisions of subsection (b), section two of this article is guilty of a misdemeanor and, upon conviction thereof, shall be fined not less than $1,000; upon a second conviction occurring at the same crossing within one year thereafter, shall be fined not less than $2,500; and upon a third or subsequent conviction occurring at the same crossing within one year after the first conviction, shall be fined not less than $5,000.
2023 West Virginia Code › Chapter 31. Corporations › Article 2B. Illumination Equipment for Railroad Cabooses › §31-2B-2. Illumination Requirements; Time Period for Implementation; Application of Requirements

(a) From the effective date of this article, there shall be maintained at the rear of all cabooses, while cabooses are being pushed during the hours of darkness, either a handheld or installed backup light which shall have sufficient candlepower to illuminate the track for a distance of at least two hundred fifty feet under clear atmospheric conditions on all local and mine runs.
(b) Every railroad company operating within this state shall be required to comply with the provisions of this article, but shall have one year from the effective date hereof to comply with such requirements.
(c) The provisions of this article shall apply to all local and mine run cabooses.
2023 West Virginia Code › Chapter 31. Corporations › Article 2B. Illumination Equipment for Railroad Cabooses › §31-2B-3. Repair and Maintenance; Exemption

Any railroad company operating a caboose to which the illumination requirements of section two of this article apply shall not be in violation of said article if the failure of lighting equipment required under the provisions of this article is corrected at the first point maintenance supplies are available, or in the case of repairs, the first point at which materials and repair facilities are available and repairs can reasonably be made.
2023 West Virginia Code › Chapter 31. Corporations › Article 2B. Illumination Equipment for Railroad Cabooses › §31-2B-6. No Individual Responsibility

With the exception of intentional misconduct or negligence on the part of the employee, this article shall not be construed to impose any individual responsibility upon any railroad employee for damage to his employer due to breakage or loss of use while the employee is engaged in handling the lights as required by this article.
This article shall be construed as imposing upon the employer responsibility for securing and maintaining the lights required by this article.
2023 West Virginia Code › Chapter 31. Corporations › Article 4D. Uniform Act for Simplification of Fiduciary Security Transfers › §31-4D-1. Definitions

In this article, unless the context otherwise requires:
(a) "Assignment" includes any written stock power, bond power, bill of sale, deed, declaration of trust or other instrument of transfer.
(b) "Claim of beneficial interest" includes a claim of any interest by a decedent's legatee, distributee, heir or creditor, a beneficiary under a trust, a ward, a beneficial owner of a security registered in the name of a nominee, or a minor owner of a security registered in the name of a custodian, or a claim of any similar interest, whether the claim is asserted by the claimant or by a fiduciary or by any other authorized person on his behalf, and includes a claim that the transfer would be in breach of fiduciary duties.
(c) "Corporation" means a private or public corporation, association or trust issuing a security.
(d) "Fiduciary" means an executor, administrator, trustee, guardian, committee, conservator, curator, tutor, custodian or nominee.
(e) "Person" includes an individual, a corporation, government or governmental subdivision or agency, business trust, estate, trust, partnership or association, two or more persons having a joint or common interest, or any other legal or commercial entity.
(f) "Security" includes any share of stock, bond, debenture, note or other security issued by a corporation which is registered as to ownership on the books of the corporation.
(g) "Transfer" means a change on the books of a corporation in the registered ownership of a security.
(h) "Transfer agent" means a person employed or authorized by a corporation to transfer securities issued by the corporation.
2023 West Virginia Code › Chapter 31. Corporations › Article 4D. Uniform Act for Simplification of Fiduciary Security Transfers › §31-4D-2. Registration in Name of Fiduciary

A corporation or transfer agent registering a security in the name of a person who is a fiduciary or who is described as a fiduciary is not bound to inquire into the existence, extent, or correct description of the fiduciary relationship, and thereafter the corporation and its transfer agent may assume without inquiry that the newly registered owner continues to be the fiduciary until the corporation or transfer agent receives written notice that the fiduciary is no longer acting as such with respect to the particular security.
2023 West Virginia Code › Chapter 31. Corporations › Article 4D. Uniform Act for Simplification of Fiduciary Security Transfers › §31-4D-3. Transfer Pursuant to Assignment by Fiduciary

Except as otherwise provided in this article, a corporation or transfer agent making a transfer of a security pursuant to an assignment by a fiduciary:
(a) May assume without inquiry that the assignment, even though to the fiduciary himself or to his nominee, is within his authority and capacity and is not in breach of his fiduciary duties;
(b) May assume without inquiry that the fiduciary has complied with any controlling instrument and with the law of the jurisdiction governing the fiduciary relationship, including any law requiring the fiduciary to obtain court approval of the transfer; and
(c) Is not charged with notice of and is not bound to obtain or examine any court record or any recorded or unrecorded document relating to the fiduciary relationship or the assignment, even though the record or document is in its possession.
2023 West Virginia Code › Chapter 31. Corporations › Article 4D. Uniform Act for Simplification of Fiduciary Security Transfers › §31-4D-4. Obtaining Evidence of Appointment or Incumbency of Fiduciary

A corporation or transfer agent making a transfer pursuant to an assignment by a fiduciary who is not the registered owner shall obtain the following evidence of appointment or incumbency:
(a) In the case of a fiduciary appointed or qualified by a court, a certificate issued by or under the direction or supervision of that court or an officer thereof and dated within sixty days before the transfer; or
(b) In any other case, a copy of a document showing the appointment or a certificate issued by or on behalf of a person reasonably believed by the corporation or transfer agent to be responsible or, in the absence of such a document or certificate, other evidence reasonably deemed by the corporation or transfer agent to be appropriate. Corporations and transfer agents may adopt standards with respect to evidence of appointment or incumbency under this subsection (b) provided such standards are not manifestly unreasonable. Neither the corporation nor transfer agent is charged with notice of the contents of any document obtained pursuant to this subsection (b) except to the extent that the contents relate directly to the appointment or incumbency.
2023 West Virginia Code › Chapter 31. Corporations › Article 4D. Uniform Act for Simplification of Fiduciary Security Transfers › §31-4D-5. Adverse Claims

(a) A person asserting a claim of beneficial interest adverse to the transfer of a security pursuant to an assignment by a fiduciary may give the corporation or transfer agent written notice of the claim. The corporation or transfer agent is not put on notice unless the written notice identifies the claimant, the registered owner and the issue of which the security is a part, provides an address for communications directed to the claimant and is received before the transfer. Nothing in this article relieves the corporation or transfer agent of any liability for making or refusing to make the transfer after it is so put on notice, unless it proceeds in the manner authorized in subsection (b).
(b) As soon as practicable after the presentation of a security for transfer pursuant to an assignment by a fiduciary, a corporation or transfer agent which has received notice of a claim of beneficial interest adverse to the transfer may send notice of the presentation by registered or certified mail to the claimant at the address given by him If the corporation or transfer agent so mails such a notice it shall withhold the transfer for thirty days after the mailing and shall then make the transfer unless restrained by a court order.
2023 West Virginia Code › Chapter 31. Corporations › Article 4D. Uniform Act for Simplification of Fiduciary Security Transfers › §31-4D-7. Nonliability of Third Persons

(a) No person who participates in the acquisition, disposition, assignment or transfer of a security by or to a fiduciary including a person who guarantees the signature of the fiduciary is liable for participation in any breach of fiduciary duty by reason of failure to inquire whether the transaction involves such a breach unless it is shown that he acted with actual knowledge that the proceeds of the transaction were being or were to be used wrongfully for the individual benefit of the fiduciary or that the transaction was otherwise in breach of duty.
(b) If a corporation or transfer agent makes a transfer pursuant to an assignment by a fiduciary, a person who guaranteed the signature of the fiduciary is not liable on the guarantee to any person to whom the corporation or transfer agent by reason of this article incurs no liability.
(c) This section does not impose any liability upon the corporation or its transfer agent.
2023 West Virginia Code › Chapter 31. Corporations › Article 4D. Uniform Act for Simplification of Fiduciary Security Transfers › §31-4D-8. Law Governing Registering or Transferring Securities; Application of Article

(a) The rights and duties of a corporation and its transfer agents in registering a security in the name of a fiduciary or in making a transfer of a security pursuant to an assignment by a fiduciary are governed by the law of the jurisdiction under whose laws the corporation is organized.
(b) This article applies to the rights and duties of a person other than the corporation and its transfer agents with regard to acts and omissions in this state in connection with the acquisition, disposition, assignment or transfer of a security by or to a fiduciary and of a person who guarantees in this state the signature of a fiduciary in connection with such a transaction.
2023 West Virginia Code › Chapter 31. Corporations › Article 12. Membership in Federal Savings and Loan Associations › §31-12-1. Certain Building and Loan Associations and Other Institutions May Subscribe to Shares of Federal Savings and Loan Association

Any building and loan association or company or savings and loan association or company or savings bank or any other association or corporation that may now or hereafter be eligible to become a member of any federal home loan bank according to the terms of the Federal Home Loan Bank Act, as the same may be amended from time to time, is authorized and empowered to subscribe to the shares of a federal savings and loan association, and may pay for such shares in cash or by the transfer or assignment of such assets of the subscriber as are approved by the federal home loan bank board in writing, evidenced by the certificate of the federal home loan bank board on file with the subscriber.
2023 West Virginia Code › Chapter 31. Corporations › Article 12. Membership in Federal Savings and Loan Associations › §31-12-2. Powers of Federal Savings and Loan Associations in State

Whenever, by the terms of any general or special laws of this state, any restriction is imposed upon the conduct in this state of any building and loan association or company or savings and loan association or company or savings bank or any other association or corporation, the same shall not apply to the affairs or conduct of the business in this state of any savings and loan association formed under and pursuant to the act of Congress known as the Home Owners' Loan Act of one thousand nine hundred thirty-three, as the same may be amended from time to time, but such federal savings and loan association or associations may conduct business in this state according to the terms of the said Home Owners' Loan Act and the Federal Home Loan Bank Act and the rules and regulations from time to time fixed and prescribed by the federal home loan bank board and the federal home loan bank, and may do all things authorized or required by the said acts of Congress, as amended from time to time, whereby the said rules and regulations and the said federal savings and loan association or associations shall not be deemed foreign corporation or corporations as defined by any general or special law of this state.
2023 West Virginia Code › Chapter 31. Corporations › Article 12. Membership in Federal Savings and Loan Associations › §31-12-3. Powers of State Building and Loan Associations, etc., in Relation to Federal Home Loan Bank

Any building and loan association or company or savings and loan association or company or savings bank or any other association or corporation that may now or hereafter be eligible to become a member of any federal home loan bank according to the terms of the Federal Home Loan Bank Act, as the same may be amended from time to time, is authorized and empowered to subscribe for and own and hold stock in such federal home loan bank and become a member thereof, or to borrow money from any federal home loan bank pursuant to the said act of Congress, as the same may be amended, and also to invest in the bonds of any federal home loan bank or the home owners' loan corporation, and also to give and pledge securities and conform to the provisions of the said Federal Home Loan Bank Act and to the rules and regulations from time to time fixed and prescribed either by the federal home loan bank board or the federal home loan bank, and to perform any acts and execute any instruments authorized or required by the said act of Congress, as amended from time to time, or by said rules and regulations.
2023 West Virginia Code › Chapter 31. Corporations › Article 12. Membership in Federal Savings and Loan Associations › §31-12-4. Joint Offices, etc., With Federal Savings and Loan Association

Any building and loan association or company or savings and loan association or company or savings bank or any other association or corporation that may now or hereafter be eligible to become a member of any federal home loan bank according to the terms of the Federal Home Loan Bank Act, as the same may be amended from time to time, is authorized and empowered to occupy the same office or offices and use the same facilities, officers, directors, and employees as and in conjunction with a federal savings and loan association upon such terms and conditions as may be agreed upon with the said federal savings and loan association.
2023 West Virginia Code › Chapter 31. Corporations › Article 12. Membership in Federal Savings and Loan Associations › §31-12-5. Conversion of State Building and Loan Associations, etc., Into Federal Savings and Loan Associations; Effect

Any building and loan association or company or savings and loan association or company or savings bank or any other association or corporation organized under the laws of this state may convert into a federal savings and loan association according to the terms of the Federal Home Loan Bank Act and the rules and regulations of the federal home loan bank board, as the same may be amended from time to time, by a resolution to such effect adopted at a meeting of the shareholders of any such association or corporation by the affirmative vote of a majority of the shareholders present in person or by proxy. Whenever any such association or corporation shall so convert itself into a federal savings and loan association, it shall thereupon come under the sole supervision of the federal home loan bank or the federal home loan bank board. At the time when such conversion becomes effective all the property of such association or corporation, including all its right, title, and interest in and to all property of whatsoever kind, whether real, personal, or mixed, and things in action, and every right, privilege, interest, and asset of any conceivable value of benefit then existing, belonging, or pertaining to it, or which would enure to it, shall immediately by act of law and without any conveyance or transfer or assignment, and without any further act or deed, be vested in and become the property of the federal savings and loan association, which shall have, hold, and enjoy the same in its own right as fully and to the same extent as the same was possessed, held, and enjoyed by such association or corporation so converting, and the federal savings and loan association as of the time of the taking effect of such conversion shall succeed to all the rights, obligations, and relations of such association or corporation.
2023 West Virginia Code › Chapter 31. Corporations › Article 14. West Virginia Business Development Corporations › §31-14-1. Short Title; Definitions

This article shall be known and may be cited as the "West Virginia Business Development Corporation Act."
As used in this article, the following words and phrases, unless definitely defined or described, shall have the meanings and references as follows:
(1) "Business Development Corporation": A West Virginia business development corporation created and organized under the provisions of this article.
(2) "Financial Institution": Any banking corporation or trust company, savings bank, building and loan association, industrial loan company, insurance company, or similar corporation, partnership, foundation, or other institution, either domestic or foreign, which is engaged in lending or investing funds.
(3) "Member": Any financial institution authorized to do business within this state which shall undertake to lend money to a corporation created under this article, upon its call, and in accordance with the provisions of this article.
(4) "Board of Directors": The board of directors created under this article.
(5) "Loan Limit": For any member, the maximum amount permitted to be outstanding at one time on loans made by such member to the corporation, as determined under the provisions of this article.
2023 West Virginia Code › Chapter 31. Corporations › Article 14. West Virginia Business Development Corporations › §31-14-3. Authorized Capital Stock; Description of Shares; Consideration for Sale of Shares

The agreement of incorporation shall set forth the total amount of authorized capital stock, the number of shares in which it is divided, the par value of each of such shares and the amount of capital stock with which it will commence business and, if there be more than one class of stock, the total number of shares of all classes of stock which the corporation shall have authority to issue, with a description of the different classes and all other information with respect thereto required by section six, article one of this chapter. No corporation organized hereunder shall sell its shares for any consideration other than money.
2023 West Virginia Code › Chapter 31. Corporations › Article 14. West Virginia Business Development Corporations › §31-14-4. Issuance of Charter; Exemption From License Tax

Upon the filing in the office of the Secretary of State of the agreement provided for in section two of this article, the Secretary of State shall issue his certificate as provided in section seven, article one of this chapter, except that the Secretary of State shall not require the payment of the license tax provided for in sections seventy-eight and seventy-nine, article twelve, chapter eleven of the Code of West Virginia, 1931, as amended. A corporation organized under the provisions of this article shall be exempt from such license tax.
2023 West Virginia Code › Chapter 31. Corporations › Article 14. West Virginia Business Development Corporations › §31-14-6. Board of Directors; Officers

The business and affairs of the corporation shall be managed and conducted by a board of directors, a president and treasurer, and such other officers and such agents as the corporation by its bylaws shall authorize. The board of directors shall be determined by the incorporators and, thereafter, by the stockholders and the members of the corporation, but the number of directors shall be a multiple of three.
The board of directors may exercise all the powers of the corporation except such as are conferred by law or by the bylaws of the corporation upon the stockholders or members and shall choose and appoint all the agents and officers of the corporation and fill all vacancies except vacancies in the office of director which shall be filled as hereinafter provided.
The board of directors shall be elected in the first instance by the incorporators and thereafter at each annual meeting of the corporation, or, if no annual meeting shall be held in any year at the time fixed by the bylaws, at a special meeting held in lieu thereof, the members of the corporation shall elect two thirds of the board of directors and the stockholders shall elect the remaining directors. The directors shall hold office until the next annual meeting of the corporation or special meeting held in lieu of the annual meeting after their election, and until their successors are elected and qualified unless sooner removed in accordance with the provisions of the bylaws.
Any vacancy in the office of a director elected by the members shall be filled by the directors elected by the members, and any vacancy in the office of a director elected by the stockholders shall be filled by the directors elected by the stockholders.
Directors and officers shall not be responsible for losses unless the same shall have been occasioned by the wilful misconduct of such directors and officers.
2023 West Virginia Code › Chapter 31. Corporations › Article 14. West Virginia Business Development Corporations › §31-14-8. Powers of Stockholders and Members; Voting

The stockholders and the members of the corporation shall have the power to determine the number of and to elect directors as provided heretofore, to make, amend and repeal bylaws, to amend the corporate charter in the manner hereinafter provided, and to exercise such other of the powers of the corporation as may be conferred on the stockholders and the members by the bylaws. As to all matters requiring action by the stockholders and the members of the corporation, said stockholders and said members shall vote separately thereon by classes, and, except as otherwise herein provided, such matters shall require the affirmative vote of a majority of the votes to which the stockholders present or represented at the meeting shall be entitled and the affirmative vote of a majority of the votes to which the members present or represented at the meeting shall be entitled. Each stockholder shall have one vote, in person or by proxy, for each share of capital stock held by him and each member shall have one vote, in person or by proxy, except that any member having a loan limit of more than $1,000 shall have one additional vote, in person or by proxy, for each additional $1,000 which such member is authorized to have outstanding on loans to the corporation at any one time.
2023 West Virginia Code › Chapter 31. Corporations › Article 14. West Virginia Business Development Corporations › §31-14-9. Purchase of Securities and Stock by Other Corporations, Fiduciaries and Financial Institutions

Notwithstanding any other provision of law or any provision in their respective charters or trust indentures, any domestic corporation, including without implied limitation, any public utility company or insurance or casualty company; all foreign corporations licensed to do business in this state; all trusts or other fiduciaries and any financial institution as defined in section one of this article are hereby authorized and empowered to acquire, purchase, hold, sell, assign, transfer, mortgage, pledge or otherwise dispose of any bonds, notes, debentures, securities or other evidences of indebtedness created by, or the shares of the capital stock of any corporation organized under the provisions of this article and, while owners of such stock, to exercise all of the rights, powers and privileges of owners, including the right to vote said stock, all without the approval of any regulatory authority of the state; except, however, that the amount of the capital stock of such corporation which may be acquired by any member pursuant to the authority granted herein shall not exceed ten percent of the loan limit of such member. A financial institution which does not become a member of the corporation shall not be permitted to acquire any shares of the capital stock of the corporation. The amount of capital stock of such corporation which any member is authorized to acquire pursuant to the authority granted herein is in addition to the amount of capital stock in corporations which such member may otherwise be authorized to acquire.
2023 West Virginia Code › Chapter 31. Corporations › Article 14. West Virginia Business Development Corporations › §31-14-10. Creation of Surplus From Annual Net Earnings

Each year the corporation shall set apart as earned surplus not less than ten percent of its net earnings for the preceding fiscal year until such surplus shall be equal in value to one half of the amount paid in on the capital stock then outstanding. Whenever the amount of surplus established herein shall become impaired, it shall be built up again to the required amount in the manner provided for its original accumulation. Net earnings and surplus shall be determined by the board of directors, after providing for such reserves as said directors deem desirable, and the determination of the directors, made in good faith, shall be conclusive on all persons.
2023 West Virginia Code › Chapter 31. Corporations › Article 14. West Virginia Business Development Corporations › §31-14-11. Corporation Not to Receive Deposits; Designation of Depository Bank

No corporation organized under the provisions hereof shall at any time be authorized to receive money on deposit. The corporation shall not deposit any of its funds in any banking institution unless such institution has been designated as a depository by a vote of a majority of the directors present at an authorized meeting of the board of directors, exclusive of any director who is an officer or director of the depository so designated.
2023 West Virginia Code › Chapter 31. Corporations › Article 14. West Virginia Business Development Corporations › §31-14-12. Examination by and Reports to Banking Commissioner

Every corporation organized under the provisions of this article shall be subject to the examination and supervision of the commissioner of banking of this state, and shall make a report annually of its condition in such form and containing such information as the commissioner may require, who shall transmit a copy of such annual report to the Insurance Commissioner of the state.
2023 West Virginia Code › Chapter 31. Corporations › Article 14. West Virginia Business Development Corporations › §31-14-13. Exemption From Payment of Business and Occupation Taxes; Treatment as Banking Institution for Purposes of Property Taxation

Every corporation organized under the provisions of this article shall be exempt from payment or collection of the business and occupation tax as provided for by chapter eleven, article thirteen of the Code of West Virginia, 1931, as amended, upon the business done by it. Upon certification by the corporation to the State Tax Commissioner that it is a corporation organized under and pursuant to the provisions of this article, such corporation shall not be required to file annual or other returns under the requirements of said chapter and article. Every business development corporation organized under the provisions of this article shall be taxed as a banking institution for the purposes of article three, chapter eleven of this code.
2023 West Virginia Code › Chapter 31. Corporations › Article 14. West Virginia Business Development Corporations › §31-14-14. Amendment of Charter

The charter of any corporation organized under the provisions of this article may be amended by the vote of the stockholders and the members of the corporation, voting separately by classes, and such amendments shall require approval by the affirmative vote of two thirds of the votes to which the stockholders shall be entitled and two thirds of the votes to which the members shall be entitled, except that no amendment which affects or limits the right of the commissioner of banking to examine the corporation or the obligation of the corporation to make annual reports to the commissioner as provided in section twelve shall be made without amendment of this article; and except, further, that no amendment to the charter of the corporation which increases the obligation of a member to make loans to the corporation, or makes any change in the principal amount, maturity date or in the security or credit position of any outstanding loan of a member to the corporation, or affects a member's right to withdraw from membership, or its voting rights as provided in sections seven and eight, shall be made without the consent of each member affected by such amendment.
Within thirty days after any meeting at which amendment of the charter has been adopted, certification thereof shall be made by the corporation to the Secretary of State in the manner provided for by section twelve, article one of this chapter, whereupon the Secretary of State shall issue his certificate as therein provided for.
2023 West Virginia Code › Chapter 31. Corporations › Article 14. West Virginia Business Development Corporations › §31-14-15. Applicability of General Corporation Law

Every corporation organized under the provisions of this article shall be governed by the provisions of chapter thirty-one of the Code of West Virginia, 1931, as amended, except insofar as the provisions of that chapter are in conflict with the provisions of this article, in which case the provisions of this article shall prevail.
2023 West Virginia Code › Chapter 31. Corporations › Article 15. West Virginia Economic Development Authority › §31-15-3a. West Virginia Industry and Jobs Development Corporation Abolished; Establishment of Economic Development Authority as Successor to Corporation

The authority shall be the corporate successor to the West Virginia industry and jobs development corporation and is hereby vested with all right, title and interest of such corporation in and to all property, rights and choses in action heretofore owned by or vested in such corporation, including, but not limited to, its loan portfolio, and shall assume all debts, liabilities and other obligations, if any, of such corporation. As of the effective date of this legislation, such corporation shall cease to exist and all rights and interests heretofore vested in such corporation shall be vested in the authority.
The unexpended balance of funds authorized under section seventeen, article one, chapter five-c of this code available for use of the West Virginia industry and jobs development corporation as of the effective date of this legislation is hereby transferred to the authority.
2023 West Virginia Code › Chapter 31. Corporations › Article 15. West Virginia Economic Development Authority › §31-15-6a. Special Power of Authority to Transfer Funds; Limitations; Fund Created; Use of Funds to Provide Customized Job Training Program by Governor's Office of Economic and Community Development

(a) The Legislature finds and declares that in order to attract the new business and industry to this state and retain the business and industry in this state which provide the citizens of this state with economic security; to advance the business prosperity and economic welfare of this state and to assure a pool of qualified employees it is necessary that a training program exist to provide both unemployed and under-employed workers of this state a means to acquire or improve their working skills so as to insure availability of qualified employees that is fundamental for business and industry to prosper.
(b) The authority is hereby empowered to transfer to the special revenue fund herein created, a sum of money not to exceed $2,500,000, to be used by the Governors office of community development to establish, administer and operate a customized job training program. The authority may only make transfers to said fund between the time period commencing with the effective date of this section and ending June 30, 1991. Such transfers may only be made from repayments of principal amounts from loans made by the authority where such repayments of principal are available for such use and are not otherwise restricted. Transfers into the special revenue fund created above may be made at such times and in such amounts as the authority, in its discretion, deems reasonable: Provided, That the total amount of all such transfers may not exceed $2,500,000 in the aggregate.
(c) There is hereby created in the State Treasury a special revenue fund entitled the "Governor's Office of Community and Industrial Development Customized Job Training Program Fund." This fund shall consist of moneys paid into such fund in accordance with this section. Moneys in said fund shall be used by the Governors office of community and industrial development to establish and administer a customized job training program to meet the needs of expanding business and industry or to create new jobs, and the Governor's office of community and industrial development may make such withdrawals from this fund as required to establish and administer said customized job training program.