reglab/statecodes huggingface dataset:
2023 West Virginia Code › Chapter 31E. West Virginia Nonprofit Corporation Act › Article 14. Foreign Corporations › §31E-14-1408. Change of Registered Office or Registered Agent of Foreign Corporation

(a) A foreign corporation authorized to conduct affairs in this state may change its registered office or registered agent by delivering to the Secretary of State for filing a statement of change that sets forth:
(1) Its name;
(2) The mailing address of its current registered office;
(3) If the current registered office is to be changed, the mailing address of its new registered office;
(4) The name of its current registered agent;
(5) If the current registered agent is to be changed, the name of its new registered agent and the new agent's written consent, either on the statement or attached to it, to the appointment; and
(6) That after the change or changes are made, the mailing addresses of its registered office and the business office of its registered agent will be identical.
(b) If a registered agent changes the mailing address of his or her business office, he or she may change the mailing address of the registered office of any foreign corporation for which he or she is the registered agent by notifying the corporation in writing of the change and signing, either manually or in facsimile, and delivering to the Secretary of State for filing a statement of change that complies with the requirements of subsection (a) of this section and recites that the corporation has been notified of the change.
2023 West Virginia Code › Chapter 31E. West Virginia Nonprofit Corporation Act › Article 14. Foreign Corporations › §31E-14-1409. Resignation of Registered Agent of Foreign Corporation

(a) The registered agent of a foreign corporation may resign his or her agency appointment by signing and delivering to the Secretary of State for filing a statement of resignation. The statement of resignation may include a statement that the registered office is also discontinued.
(b) After filing the statement, the Secretary of State shall mail a copy of the filed statement of resignation and receipt to the corporation at its principal office.
(c) The agency appointment is terminated, and the registered office discontinued if provided in the statement of registration, on the thirty-first day after the date on which the statement was filed.
2023 West Virginia Code › Chapter 31E. West Virginia Nonprofit Corporation Act › Article 14. Foreign Corporations › §31E-14-1420. Withdrawal of Foreign Corporation

§31E-14-1420. Withdrawal of foreign corporation.
(a) A foreign corporation authorized to conduct activities in this state may not withdraw from this state until it obtains a certificate of withdrawal from the Secretary of State.
(b) A foreign corporation authorized to conduct activities in this state may apply for a certificate of withdrawal by delivering an application to the Secretary of State for filing. The application must set forth:
(1) The name of the foreign corporation and the name of the state or country under whose law it is incorporated;
(2) That it is not conducting activities in this state and that it surrenders its authority to conduct activities in this state;
(3) That it revokes the authority of its registered agent to accept service on its behalf and appoints the Secretary of State as its agent for service of process in any proceeding based on a cause of action arising during the time it was authorized to conduct activities in this state;
(4) A mailing address to which the Secretary of State may mail a copy of any process served on him or her under subdivision (3) of this subsection; and
(5) A commitment to notify the Secretary of State in the future of any change in its mailing address.
(c) After the withdrawal of the corporation is effective, service of process on the Secretary of State under this section is service on the foreign corporation. Upon receipt of process, the Secretary of State shall mail a copy of the process to the foreign corporation at the mailing address set forth under subsection (b) of this section.
(d) The Secretary of State shall withhold the issuance of any certificate of withdrawal until the receipt by the Secretary of State of a notice from the Tax Commissioner and Bureau of Employment Programs to the effect that all taxes due from the corporation under the provisions of chapter eleven of this code, including, but not limited to, taxes withheld under the provisions of section seventy-one, article twenty-one, chapter eleven of this code, all business and occupation taxes, motor carrier and transportation privilege taxes, gasoline taxes, consumer sales taxes and any and all license franchise or other excise taxes and corporate net income taxes, and employment security payments levied or assessed against the corporation seeking to dissolve have been paid or that payment has been provided for, or until the Secretary of State received a notice from the Tax Commissioner or Bureau of Employment Programs, as the case may be, stating that the corporation in question is not subject to payment of any taxes or to the making of any employment security payments or assessments.
2023 West Virginia Code › Chapter 31E. West Virginia Nonprofit Corporation Act › Article 14. Foreign Corporations › §31E-14-1421. Revocation of Withdrawal

(a) A corporation may revoke its withdrawal within one hundred twenty days of its effective date.
(b) Revocation of withdrawal must be authorized in the same manner as the withdrawal was authorized unless that authorization permitted revocation by action of the board of directors alone, in which event the board of directors may revoke the withdrawal without shareholder action.
(c) After the revocation of withdrawal is authorized, the corporation may revoke the withdrawal by delivering to the Secretary of State for filing articles of revocation of withdrawal, together with a copy of its application of withdrawal, that sets forth:
(1) The name of the corporation;
(2) The effective date of the withdrawal that was revoked;
(3) The date that the revocation of withdrawal was authorized;
(4) If the corporation's board of directors or incorporators revoked the withdrawal, a statement to that effect; and
(5) If the corporation's board of directors revoked the withdrawal authorized by the shareholders, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization.
(d) Revocation of withdrawal is effective upon the effective date of the articles of revocation of withdrawal.
(e) When the revocation of withdrawal is effective, it relates back to and takes effect as of the effective date of the withdrawal and the corporation resumes carrying on its business as if withdrawal had never occurred.
2023 West Virginia Code › Chapter 31E. West Virginia Nonprofit Corporation Act › Article 14. Foreign Corporations › §31E-14-1430. Grounds for Revocation

The Secretary of State may commence a proceeding under section one thousand four hundred thirty-one of this article to revoke the certificate of authority of a foreign corporation authorized to conduct activities in this state if:
(1) The foreign corporation does not pay within sixty days after they are due any fees, franchise taxes or penalties imposed by this chapter or other law;
(2) The foreign corporation does not inform the Secretary of State under sections one thousand four hundred eight or one thousand four hundred nine of this article that its registered agent or registered office has changed, that its registered agent has resigned, or that its registered office has been discontinued within sixty days of the change, resignation or discontinuance;
(3) An incorporator, director, officer or agent of the foreign corporation signed a document he or she knew was false in any material respect with intent that the document be delivered to the Secretary of State for filing;
(4) The Secretary of State receives a duly authenticated certificate from the Secretary of State or other official having custody of corporate records in the state or country under whose law the foreign corporation is incorporated stating that it has been dissolved or disappeared as the result of a merger;
(5) The professional license of one or more of the license holders is revoked by a professional licensing board and the license is or all the licenses are required for the continued operation of the corporation; or
(6) The foreign corporation is in default with the Bureau of Employment Programs as provided in section six, article two, chapter twenty-one-a of this code.
2023 West Virginia Code › Chapter 31E. West Virginia Nonprofit Corporation Act › Article 14. Foreign Corporations › §31E-14-1431. Procedure for and Effect of Revocation

(a) If the Secretary of State determines that one or more grounds exist under section one thousand four hundred thirty of this article for revocation of a certificate of authority, he or she shall serve the foreign corporation with written notice of his or her determination pursuant to section one thousand four hundred ten of this article.
(b) If the foreign corporation does not correct each ground for revocation or demonstrate to the reasonable satisfaction of the Secretary of State that each ground determined by the Secretary of State does not exist within sixty days after service of the notice is perfected pursuant to section one thousand four hundred ten of this article, the Secretary of State may revoke the foreign corporation's certificate of authority by signing a certificate of revocation that recites the ground or grounds for revocation and its effective date. The Secretary of State shall file the original of the certificate and serve a copy on the foreign corporation pursuant to section one thousand four hundred ten of this article.
(c) The authority of a foreign corporation to transact business in this state ceases on the date shown on the certificate revoking its certificate of authority.
(d) The Secretary of State's revocation of a foreign corporation's certificate of authority appoints the Secretary of State the foreign corporation's agent for service of process in any proceeding based on a cause of action which arose during the time the foreign corporation was authorized to transact business in this state. Service of process on the Secretary of State under this subsection is service on the foreign corporation. Upon receipt of process, the Secretary of State shall mail a copy of the process to the secretary of the foreign corporation 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 any subsequent communication received from the corporation stating the current mailing address of its principal office, or, if none are on file, in its application for a certificate of authority.
(e) Revocation of a foreign corporation's certificate of authority does not terminate the authority of the registered agent of the corporation.
2023 West Virginia Code › Chapter 31E. West Virginia Nonprofit Corporation Act › Article 14. Foreign Corporations › §31E-14-1432. Reinstatement Following Administrative Revocation

(a) A corporation that has had its certificate of authority administratively revoked under section one thousand four hundred thirty-one of this article may apply to the Secretary of State for reinstatement within two years after the effective date of revocation. The application must:
(1) Recite the name of the corporation and the effective date of the administrative revocation;
(2) Demonstrate that the ground or grounds for revocation have been eliminated;
(3) Demonstrate that the corporation's name satisfies the requirements of section one thousand four hundred six, article fifteen of this chapter; and
(4) Obtain a certificate from the Tax Commissioner reciting that all taxes owed by the corporation have been paid.
(b) If the Secretary of State determines that the application contains the information required by subsection (a) of this section and that the information is accurate, the Secretary of State shall cancel the Certificate of Revocation and prepare a Certificate of Reinstatement that recites the Secretary of State's determination and the effective date of reinstatement. The Secretary of State shall send notice of the reinstatement to the corporation within thirty days of the determination.
(c) When a reinstatement is granted, the reinstatement relates back to and takes effect as of the effective date of the administrative revocation and the corporation resumes its business as if the administrative revocation had never occurred.
2023 West Virginia Code › Chapter 31E. West Virginia Nonprofit Corporation Act › Article 14. Foreign Corporations › §31E-14-1533. Appeal From Denial of Reinstatement

(a) If the Secretary of State denies a corporation's application for reinstatement following administrative revocation, the Secretary of State shall notify the corporation within thirty days of application by written notice that explains the reason or reasons for denial.
(b) The corporation may appeal the denial of reinstatement to the circuit court of Kanawha County within thirty days after service of the notice of denial.
(c) The corporation may appeal by petitioning the circuit court of Kanawha County to set aside the revocation and attaching to the petition copies of the Secretary of State's Certificate of Revocation, the corporation's application for reinstatement and the Secretary of State's notice of denial.
(d) The circuit court's final decision may be appealed to the West Virginia Supreme Court of Appeals in accordance with article six, chapter twenty-nine-a of this code.
2023 West Virginia Code › Chapter 31E. West Virginia Nonprofit Corporation Act › Article 15. Records and Reports › §31E-15-1501. Corporate Records

§31E-15-1501. Corporate records.
(a) A corporation shall keep as permanent records minutes of all meetings of its members and board of directors, a record of all actions taken by the members or board of directors without a meeting, and a record of all actions taken by a committee of the board of directors in place of the board of directors on behalf of the corporation.
(b) A corporation shall maintain appropriate accounting records.
(c) A corporation or its agent shall maintain a record of its members, if any, in a form that permits preparation of a list of the names and addresses of all members, in alphabetical order.
(d) A corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.
(e) A corporation shall keep a copy of the following records at its principal office:
(1) Its articles or restated articles of incorporation and all amendments to them currently in effect;
(2) Its bylaws or restated bylaws and all amendments to them currently in effect;
(3) Resolutions adopted by its board of directors;
(4) The minutes of all members' meetings, and records of all action taken by members without a meeting, for the past three years;
(5) All written communications to members generally within the past three years, including the financial statements furnished for the past three years under section one thousand five hundred twenty of this article; and
(6) A list of the names and business addresses of its current directors and officers.
2023 West Virginia Code › Chapter 31E. West Virginia Nonprofit Corporation Act › Article 15. Records and Reports › §31E-15-1502. Inspection of Records by Members

(a) A member of a corporation is entitled to inspect, during regular business hours at the corporation's principal office, any of the records of the corporation described in subsection (e), section one thousand five hundred one of this article if he or she gives the corporation written notice of his or her demand at least five business days before the date on which he or she wishes to inspect.
(b) A member of a corporation is entitled to inspect, during regular business hours at a reasonable location specified by the corporation, any of the following records of the corporation if the member meets the requirements of subsection (c) of this section and gives the corporation written notice of his or her demand at least five business days before the date on which he or she wishes to inspect and copy:
(1) Excerpts from minutes of any meeting of the board of directors, records of any action of a committee of the board of directors while acting in place of the board of directors on behalf of the corporation, minutes of any meeting of the members, and records of action taken by the members or board of directors without a meeting, to the extent not subject to inspection under subsection (a) of this section;
(2) Accounting records of the corporation; and
(3) The record of members.
(c) A member may inspect and copy the records described in subdivisions (1) and (2), subsection (b) of this section and may inspect the records described in subdivision (3), subsection (b) of this section only if:
(1) His or her demand is made in good faith and for a proper purpose;
(2) He or she describes with reasonable particularity his or her purpose and the records he or she desires to inspect; and
(3) The records are directly connected with his or her purpose.
(d) A member may not copy the records described in subdivision (3), subsection (b) of this section unless provided for in the corporation's articles of incorporation or bylaws.
(e) The right of inspection granted by this section may not be abolished or limited by a corporation's articles of incorporation or bylaws.
(f) This section does not affect:
(1) The right of a member to inspect records under section seven hundred twenty, article seven of this chapter or, if the member is in litigation with the corporation, to the same extent as any other litigant; or
(2) The power of a circuit court, independently of this chapter, to compel the production of corporate records for examination.
2023 West Virginia Code › Chapter 31E. West Virginia Nonprofit Corporation Act › Article 15. Records and Reports › §31E-15-1503. Scope of Inspection Right

(a) A member's agent or attorney has the same inspection and copying rights as the member represented.
(b) The right to copy records under section one thousand five hundred two of this article includes, if reasonable, the right to receive copies by xerographic or other means, including copies through an electronic transmission if available and requested by the member.
The term "inspect" for purposes of section one thousand five hundred two of this article includes the making of extracts from the records reviewed.
(c) The corporation may comply at its expense with a member's demand to inspect the record of members under subdivision (3), subsection (b), section one thousand five hundred two of this article by providing the member with a list of members that was compiled no earlier than the date of the member's demand.
(d) The corporation may impose a reasonable charge, covering the costs of labor and material, for copies of any documents provided to the member. The charge may not exceed the estimated cost of production, reproduction or transmission of the records.
2023 West Virginia Code › Chapter 31E. West Virginia Nonprofit Corporation Act › Article 15. Records and Reports › §31E-15-1504. Circuit Court-Ordered Inspection

(a) If a corporation does not allow a member who complies with subsection (a), section one thousand five hundred two of this article to inspect and copy any records required by that subsection to be available for inspection, the circuit court may summarily order inspection and copying of the records demanded at the corporation's expense upon application of the member.
(b) If a corporation does not within a reasonable time allow a member to inspect and copy any other record, the member who complies with subsections (b) and (c), section one thousand five hundred two of this article may apply to the circuit court for an order to permit inspection and copying of the records demanded. The circuit court shall dispose of an application under this subsection on an expedited basis.
(c) If the circuit court orders inspection and copying of the records demanded, it shall also order the corporation to pay the member's costs, including reasonable counsel fees, incurred to obtain the order unless the corporation proves that it refused inspection in good faith because it had a reasonable basis for doubt about the right of the member to inspect the records demanded.
(d) If the circuit court orders inspection and copying of the records demanded, it may impose reasonable restrictions on the use or distribution of the records by the demanding member.
2023 West Virginia Code › Chapter 31E. West Virginia Nonprofit Corporation Act › Article 15. Records and Reports › §31E-15-1505. Inspection of Records by Directors

(a) A director of a corporation is entitled to inspect and copy the books, records and documents of the corporation at any reasonable time to the extent reasonably related to the performance of the director's duties as a director, including duties as a member of a committee, but not for any other purpose or in any manner that would violate any duty to the corporation.
(b) The circuit court may order inspection and copying of the books, records and documents at the corporation's expense, upon application of a director who has been refused inspection rights, unless the corporation establishes that the director is not entitled to inspection rights. The circuit court shall dispose of an application under this subsection on an expedited basis.
(c) If an order is issued, the circuit court may include provisions protecting the corporation from undue burden or expense, and prohibiting the director from using information obtained upon exercise of the inspection rights in a manner that would violate a duty to the corporation, and may also order the corporation to reimburse the director for the director's costs, including reasonable counsel fees, incurred in connection with the application.
2023 West Virginia Code › Chapter 31E. West Virginia Nonprofit Corporation Act › Article 15. Records and Reports › §31E-15-1506. Exception to Notice Requirement

(a) Whenever notice is required to be given under any provision of this chapter to any member, notice may not be required to be given if notice of two consecutive annual meetings, and all notices of meetings during the period between two consecutive annual meetings, have been sent to the member at the member's address as shown on the records of the corporation and have been returned undeliverable.
(b) If a member delivers to the corporation a written notice setting forth the member's then-current address, the requirement that notice be given to the member is to be reinstated.
2023 West Virginia Code › Chapter 31E. West Virginia Nonprofit Corporation Act › Article 15. Records and Reports › §31E-15-1520. Financial Statements for Members

§31E-15-1520. Financial statements for members.
(a) A corporation shall furnish its members annual financial statements, which may be consolidated or combined statements of the corporation and one or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year, and an income statement for that year. If financial statements are prepared for the corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis.
(b) If the annual financial statements are reported upon by a public accountant, his or her report must accompany them. If not, the statements must be accompanied by a statement of the president or the person responsible for the corporation's accounting records:
(1) Stating his or her reasonable belief whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation; and
(2) Describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.
(c) A corporation shall mail the annual financial statements to each member within one hundred twenty days after the close of each fiscal year. On written request from a member who was not mailed the statements, the corporation shall mail him or her the latest financial statements.
2023 West Virginia Code › Chapter 31F. West Virginia Benefit Corporation Act › Article 1. General Provisions › §31F-1-103. Construction of Chapter

(a) This chapter shall apply to all benefit corporations.
(b) The existence of a provision of this chapter does not of itself create an implication that a contrary or different rule of law applies to a corporation organized pursuant to the provisions of this code that is not a benefit corporation. This chapter does not affect a statute or rule of law that applies to a corporation that is not a benefit corporation.
(c) The specific provisions of this chapter control over the general provisions of other chapters of this code.
2023 West Virginia Code › Chapter 31F. West Virginia Benefit Corporation Act › Article 2. Incorporation › §31F-2-202. Election of Status After Formation

A corporation that was not formed as a benefit corporation may become a benefit corporation by amending its articles so that they contain, in addition to matters required by section two hundred two, article two, chapter thirty-one-d of this code, a statement that the corporation is a benefit corporation. Any such amendment to the articles of incorporation shall be adopted in accordance with the procedures set forth in article ten, chapter thirty-one-d of this code.
2023 West Virginia Code › Chapter 31F. West Virginia Benefit Corporation Act › Article 2. Incorporation › §31F-2-203. Termination of Status

A benefit corporation may terminate its status as such and cease to be subject to this chapter by amending its articles to delete the provision required by section two hundred one of this article to be set forth in the articles of incorporation, which amendment shall be adopted in accordance with the procedures set forth in article ten, chapter thirty-one-d of this code.
2023 West Virginia Code › Chapter 31F. West Virginia Benefit Corporation Act › Article 3. Purposes › §31F-3-301. Corporate Purposes

(a) A benefit corporation shall have as one of its purposes the purpose of creating a general public benefit. The articles of incorporation of a benefit corporation may identify one or more specific public benefits that it is the purpose of the benefit corporation to create. A specific public benefit may also be specified in the bylaws or otherwise adopted by the board of directors. This purpose is in addition to its purpose under section three hundred two, article three, chapter thirty-one-d of this code.
(b) The creation of a general public benefit and one or more specific public benefits, if any, under subsection (a) of this section is in the best interests of the benefit corporation.
(c) A benefit corporation may amend its articles of incorporation to add, amend or delete the identification of a specific public benefit that it is the purpose of the benefit corporation to create, which amendment shall be adopted in accordance with the procedures set forth in article ten, chapter thirty-one-d of this code.
2023 West Virginia Code › Chapter 31F. West Virginia Benefit Corporation Act › Article 4. Directors and Officers › §31F-4-401. Standard of Conduct for Directors

(a) Subject to article eight, chapter thirty-one-d of this code, in discharging the duties of their respective positions and in considering the best interests of the benefit corporation, the board of directors, committees of the board and individual directors of a benefit corporation:
(1) Shall consider the effects of any corporate action upon:
(A) The shareholders of the benefit corporation;
(B) The employees and workforce of the benefit corporation, its subsidiaries, and suppliers;
(C) The interests of customers as beneficiaries of the general or specific public benefit purposes of the benefit corporation;
(D) Community and societal considerations, including those of each community in which offices or facilities of the benefit corporation, its subsidiaries, or suppliers are located;
(E) The local and global environment;
(F) The short-term and long-term interests of the benefit corporation, including benefits that may accrue to the benefit corporation from its long-term plans and the possibility that these interests and the general and specific public benefit purposes of the benefit corporation may be best served by the continued independence of the benefit corporation; and
(G) The ability of the benefit corporation to accomplish its general and any specific public benefit purpose;
(2) May consider:
(A) The resources; intent; and past, stated and potential conduct of any person seeking to acquire control of the benefit corporation; and
(B) Other pertinent factors or the interests of any other person that they deem appropriate; and
(3) Need not give priority to the interests of a particular person referred to in subdivisions (1) and (2) of this section over the interests of any other person unless the benefit corporation has stated its intention to give priority to interests related to a specific public benefit purpose identified in its articles.
(b) The consideration of interests and factors in the manner required by subsection (a) of this section does not constitute a violation of section eight hundred thirty, article eight, chapter thirty-one-d of this code or a director conflict of interests under section eight hundred sixty, article eight, chapter thirty-one-d of this code.
(c) In any proceeding brought by or in the right of a benefit corporation or brought by or on behalf of the shareholders of a benefit corporation, a director is not personally liable for monetary damages for:
(1) Any action taken as a director if the director performed the duties of office in compliance with section eight hundred thirty, article eight, chapter thirty-one-d of this code and this section; or
(2) Failure of the benefit corporation to create general public benefit or any specific public benefit specified in its articles of incorporation or bylaws or otherwise adopted by the board of directors.
2023 West Virginia Code › Chapter 31F. West Virginia Benefit Corporation Act › Article 4. Directors and Officers › §31F-4-402. Limitation Upon Liability of Officers

An officer of a benefit corporation has no liability for actions taken that the officer believes, in his or her good faith business judgment, are consistent with: (i) The general public benefit or specific public benefit specified in the articles of incorporation or bylaws or otherwise adopted by the board of directors; and (ii) the requirements of any third-party standard then in effect for the corporation.
2023 West Virginia Code › Chapter 31F. West Virginia Benefit Corporation Act › Article 4. Directors and Officers › §31F-4-403. Right of Action

(a) The duties of directors and officers under this chapter, the obligation of a benefit corporation to prepare and make available the annual benefit report required under section five hundred one, article five of this chapter and the general and any specific public benefit purpose of a benefit corporation may be enforced only in a benefit enforcement proceeding. No person may bring an action or assert a claim against a benefit corporation or its directors or officers with respect to the duties of directors and officers under this article and the general and any specific public benefit purpose of the benefit corporation except in a benefit enforcement proceeding.
(b) A benefit enforcement proceeding may be commenced or maintained only:
(1) Directly by the benefit corporation; or
(2) Derivatively by:
(A) A shareholder of the benefit corporation;
(B) A director of the benefit corporation; or
(C) Other persons as specified in the articles of incorporation or bylaws of the benefit corporation.
2023 West Virginia Code › Chapter 31F. West Virginia Benefit Corporation Act › Article 5. Report › §31F-5-501. Annual Benefit Report

(a) A benefit corporation shall prepare an annual benefit report that includes all of the following:
(1) A narrative description of:
(A) The ways in which the benefit corporation pursued the general public benefit during the year and the extent to which the general public benefit was created; and
(B) Both:
(i) The ways in which the benefit corporation pursued any specific public benefit that the articles of incorporation or bylaws, or other action taken by the board of directors, state it is the purpose of the benefit corporation to create; and
(ii) The extent to which that specific public benefit was created; and
(C) Any circumstances that have hindered the creation by the benefit corporation of the general or any specific public benefit;
(2) An assessment of the social and environmental performance of the benefit corporation. The assessment shall be:
(A) Prepared in accordance with a third-party standard specified in the articles of incorporation, the bylaws, or otherwise adopted by the board of directors and applied consistently with any application of that standard in prior benefit reports; or
(B) Accompanied by an explanation of the reasons for any inconsistent application; and
(3) Any other information or disclosures that may be required under any third-party standard adopted by the directors of the benefit corporation.
(b) The benefit report shall be made available annually to each shareholder of the benefit corporation:
(1) Within one hundred twenty days following the end of the fiscal year of the benefit corporation; or
(2) At the same time that the benefit corporation delivers any other annual report to its shareholders.
(c) A benefit corporation shall post its most recent benefit report on a publicly accessible portion of its Internet website, if any. If a benefit corporation does not have an Internet website, it shall make a written or electronic copy of its most recent benefit report available upon written request from any person. A benefit corporation is not required to publically disclose to persons other than its shareholders any proprietary, confidential, or individual compensation information contained in its benefit report to the extent that any third-party standard adopted by the directors of the benefit corporation permits the omission of such information from public disclosure.
2023 West Virginia Code › Chapter 31G. Broadband Enhancement and Expansion Policies › Article 1. Broadband Enhancement Council › §31G-1-1. Legislative Findings and Purpose

The Legislature finds as follows:
(1) That it is a primary goal of the Governor, the Legislature and the citizens of this state, by the year 2020, to make every municipality, community, and rural area in this state, border to border, accessible to Internet communications through the expansion, extension and general availability of broadband services and technology.
(2) That although broadband access has been extended to many of West Virginia’s cities, towns, and other concentrated population areas, some areas of the state, mostly rural, remain unserved.
(3) That the issues which have hindered the provision of broadband access to rural areas of the state especially disadvantage the elderly and low-income households.
(4) That fair and equitable access to twenty-first century technology is essential to maximize the functionality of educational resources and educational facilities that enable our children to receive the best of future teaching and learning is essential to the future development of this state. A quality educational system of the twenty-first century should have access to the best technology tools and processes. Administrators should have the electronic resources to monitor student performance, to manage data, and to communicate effectively. In the classroom, every teacher in every school should be provided with online access to and the ability to deliver the best available educational technology resources to the students of West Virginia. Schools of the twenty-first century require facilities that accommodate changing technologies.
(5) Accordingly, it is the purpose of the Legislature to provide for the development of policies, plans, processes and procedures to be employed and dedicated to extending broadband access to West Virginians, and to their families, by removing restraint on the development of those services and for encouraging and facilitating the construction of the necessary infrastructure to meet their needs and demands.
2023 West Virginia Code › Chapter 31G. Broadband Enhancement and Expansion Policies › Article 1. Broadband Enhancement Council › §31G-1-2. Definitions

For the purposes of this article:
(1) “Broadband” or “broadband service” means any service providing advanced telecommunications capability with the same downstream data rate and upstream data rate as is specified by the Federal Communications Commission and that does not require the end-user to dial up a connection, that has the capacity to always be on, and for which the transmission speeds are based on regular available bandwidth rates, not sporadic or burstable rates, with latency suitable for real-time applications and services such as voice-over Internet protocol and video conferencing, and with monthly usage capacity reasonably comparable to that of residential terrestrial fixed broadband offerings in urban areas: Provided, That as the Federal Communications Commission updates the downstream data rate and the upstream data rate the council will publish the revised data rates in the State Register within sixty days of the federal update.
(2) “Council” means the Broadband Enhancement Council.
(3) “Downstream data rate” means the transmission speed from the service provider source to the end-user.
(4) “Internet protocol address” or “IP address” means a unique string of numbers separated by periods that identifies each computer using the internet protocol to communicate over a network.
(5) “Upstream data rate” means the transmission speed from the end-user to the service provider source.
(6) “Unserved area” means a community that has no access to broadband service.
2023 West Virginia Code › Chapter 31G. Broadband Enhancement and Expansion Policies › Article 1. Broadband Enhancement Council › §31G-1-4. Powers and Duties of the Council Generally

(a) The council shall:
(1) Explore any and all ways to expand access to broadband services, including, but not limited to, middle mile, last mile and wireless applications;
(2) Gather data regarding the various speeds provided to consumers in comparison to what is advertised. The council may request the assistance of the Legislative Auditor in gathering this data;
(3) Explore the potential for increased use of broadband service for the purposes of education, career readiness, workforce preparation and alternative career training;
(4) Explore ways for encouraging state and municipal agencies to expand the development and use of broadband services for the purpose of better serving the public, including audio and video streaming, voice-over Internet protocol, teleconferencing and wireless networking;
(5) Cooperate and assist in the expansion of electronic instruction and distance education services; and
(6) Explore ways to achieve digital equality of opportunity throughout the state, which is a condition where all individuals and communities have the information technology capacity needed for full participation in our society, democracy and economy.
(b) In addition to the powers set forth elsewhere in this article, the council is hereby granted the authority to:
(1) Promote awareness of public facilities that have community broadband access that can be used for distance education and workforce development;
(2) Advise on deployment of e-government portals such that all public bodies and political subdivisions have homepages, encourage one-stop government access and that all public entities stream audio and video of all public meetings;
(3) Make and execute contracts, commitments and other agreements necessary or convenient for the exercise of its powers including, but not limited to, the hiring of consultants to perform the duties of the council;
(4) Acquire by gift or purchase, hold, or dispose of real property and personal property in the exercise of its powers and performance of its duties as set forth in this article; and
(5) Receive and dispense funds appropriated for its use by the Legislature to carry out its statutory duties.
(c) The council shall advise and make recommendations to the Office of Broadband, and shall coordinate with the office on bringing broadband service to unserved and underserved areas, as well as to propose statutory changes that may enhance and expand broadband in the state.
(d) The council shall report to the Secretary of Economic Development on or before December 1 of each year. The report shall include the action that was taken by the council during the previous year in carrying out the provisions of this article. The council shall also make any other reports as may be required by the Legislature or the Governor.
2023 West Virginia Code › Chapter 31G. Broadband Enhancement and Expansion Policies › Article 1. Broadband Enhancement Council › §31G-1-5. Creation of the Broadband Enhancement Fund

All moneys collected by the council, which may, in addition to appropriations, include gifts, bequests or donations, shall be deposited in a special revenue account in the State Treasury known as the Broadband Enhancement Fund. The fund shall be administered by and under the control of the Secretary of the Department of Economic Development. Expenditures from the fund shall be for the purposes set forth in this article and are not authorized from collections but are to be made only in accordance with appropriation by the Legislature and in accordance with the provisions of 11B-2-1
et seq
. of this code.
2023 West Virginia Code › Chapter 31G. Broadband Enhancement and Expansion Policies › Article 1. Broadband Enhancement Council › §31G-1-7. Retention of Outside Expert Consultant

(a) In order to assist the council with the highly technical task of categorizing the areas of the state, the council may retain outside expert consultants to assist in the purposes of this article. The experts may assist the Council to map the state on the basis of broadband availability, to evaluate and categorize data, to assist in public outreach and education in order to stimulate demand and to provide other support and assistance as necessary to accomplish the purposes of this article.
(b) The retention and contracting of all expert consultants shall be transparent, including specifically, making publicly available any contracts, retention agreements, payments and invoicing for services.
2023 West Virginia Code › Chapter 31G. Broadband Enhancement and Expansion Policies › Article 1. Broadband Enhancement Council › §31G-1-11. Voluntary Donation and Easement Programs

(a) The council shall create guidelines for, and recommend to the Legislature a means of implementing a voluntary donation program to allow for pipeline, railroad, and other similar structures and rights-of-way in the state to be donated to the state for use by public or private entities to facilitate broadband service and availability through placement of fiber.
(b) The council shall create guidelines for, and recommend to the Legislature a means of implementing a program to allow for an easement program to be established to allow public or private entities to facilitate broadband service and availability through placement of fiber.
2023 West Virginia Code › Chapter 31G. Broadband Enhancement and Expansion Policies › Article 1. Broadband Enhancement Council › §31G-1-13. Protection of Proprietary Business Information

(a) Broadband deployment information provided to the council or its consultants and other agents, including, but not limited to, physical plant locations, subscriber levels, and market penetration data, constitutes proprietary business information and, along with any other information that constitutes trade secrets, shall be exempt from disclosure under the provisions of chapter twenty-nine-b of this code: Provided, That the information is identified as confidential information when submitted to the council.
(b) Trade secrets or proprietary business information obtained by the council from broadband providers and other persons or entities shall be secured and safeguarded by the state. Such information or data shall not be disclosed to the public or to any firm, individual or agency other than officials or authorized employees of the state. Any person who makes any unauthorized disclosure of such confidential information or data is guilty of a misdemeanor and, upon conviction thereof, may be fined not more than $5,000 or confined in a correctional facility for not more than one year, or both.
(c) The official charged with securing and safeguarding trade secrets and proprietary data for the council is the Secretary of Administration, who is authorized to establish and administer appropriate security measures. The council chair shall designate two additional persons to share the responsibility of securing trade secrets or proprietary information. No person will be allowed access to trade secrets or proprietary information without written approval of a minimum of two of the three authorized persons specified above.
2023 West Virginia Code › Chapter 31G. Broadband Enhancement and Expansion Policies › Article 1. Broadband Enhancement Council › §31G-1-14. Legislative Rule-Making Authority

In order to implement and carry out the intent of this article, the Secretary of the Department of Economic Development, at the direction and recommendation of the council, may propose rules for legislative approval, pursuant to the provisions of 29A-3-1
et seq
. of this code.
2023 West Virginia Code › Chapter 31G. Broadband Enhancement and Expansion Policies › Article 1A. Office of Broadband › §31G-1A-1. Office of Broadband; Director of Office

There is hereby established an Office of Broadband, which shall be organized within the Department of Economic Development under the authority of the Secretary of Economic Development. The Office of Broadband shall be managed by a director, who shall report to the Secretary of Economic Development.
2023 West Virginia Code › Chapter 31G. Broadband Enhancement and Expansion Policies › Article 1A. Office of Broadband › §31G-1A-4. Collection of Data

(a) In order to ascertain, categorize, analyze, map, and update the status of broadband in the state, as well as to enable the Office of Broadband to make informed policy and legislative recommendations, the Office of Broadband may establish a voluntary data collection program. The program may include voluntarily submitted data from internet service providers, including any home or region data rate meters utilized by the provider. The program may also utilize and collect voluntarily submitted data rate information submitted by any person reflecting the persons personal data rate at a particular IP address. This personal data rate may be based upon a web-based test or analysis program.
(b) Any and all data collected by the Office of Broadband shall not be deemed public information and is not subject to public release or availability pursuant to 29B-1-1
et seq
. of this code.
(c) Any data collection program established by the Office of Broadband shall:
(1) Make clear to those providers or persons submitting information that the data rate speed may become public, including specific reference to the persons physical address;
(2) Make clear this is a voluntary data collection program and that submission of information shall be deemed consent to use and make public such data rate information; and
(3) Not include any persons personal web history or search information, or otherwise publicly identify the persons name in connection with an IP address or physical address.
(d) The Office of Broadband may establish guidelines and additional rules governing a data collection program through the legislative rulemaking pursuant to the provisions of 29A-3-1
et seq
. of this code.