West Virginia corporate bylaws consist of a written internal record documenting a corporation’s operational procedures and governance practices. The board of directors or the incorporators craft the bylaws to identify the business’s organizational framework, including relevant parties’ responsibilities, protocols for issuing stock, and guidelines for creating special committees.
Bylaws not only structure corporate governance but also preempt and resolve internal disputes, ensuring a smooth operational flow. While bylaws don’t require a standardized format and can benefit from unique changes depending on the organization, it’s essential to ensure they abide by state law and the business’s articles of incorporation.
Legal Requirements
Corporations in West Virginia must write bylaws. Here are some other legal requirements to consider when creating yours:
- Annual Meetings – Shareholders can vote on important decisions relating to corporate governance. [1] The annual meeting may be held at any place stated in the bylaws.
- Corporate Bylaws – They must not be inconsistent with state law or the articles of incorporation. [2]
- Issuance of Stock – The corporation may issue shares for its securities, contracts for services to be performed later, cash, services already performed, and promissory notes. [3]
Naming Considerations
- Required Words: “Corporation,” “Incorporated,” “Company,” “Limited,” or an abbreviation thereof (choose one).
- Prohibited Words: Language stating or implying that you’ve organized the entity for an impermissible purpose.
- Name Reservation Period: 120 days.
- Renewal Period: No.
- Transferability: Yes.
Emergency Bylaws
The board of directors can adopt specific bylaws to only be effective in an emergency, which is when a quorum can’t meet due to a catastrophic event. [4] The emergency bylaws are effective only during the emergency itself and will terminate thereafter. Any actions taken under the emergency bylaws are binding on the company.
