Business Corporation Board Committee Creation and Delegation in West Virginia
At a glance
| Law and committee scope | West Virginia Business Corporation Act § 31D-8-825; director board committees. |
|---|---|
| Creation and approval | Board creates/appoints unless articles/bylaws vary; greater of in-office majority or article/bylaw action number (§ 31D-8-825(a)-(b)). |
| Membership and appointment | At least two board directors, appointed by board; members serve at board pleasure (§ 31D-8-825(a)). |
| Alternates and changes | Members serve at board pleasure; § 31D-8-825 has no alternate/substitute route; committee cannot fill board/committee vacancies (§ 31D-8-825(a), (e)(3)). |
| Delegated authority | Board, articles, or bylaws specify extent of board authority; delegation alone does not establish director-conduct compliance (§§ 31D-8-801(b), -825(d), (f)). |
| Actions reserved elsewhere | No distributions, shareholder-required acts, vacancies, charter amendments, bylaws, or merger plans needing no shareholder vote; reacquisition only by board formula/method and share issuance/class terms only within specific board limits (§ 31D-8-825(e)). |
| Subcommittees | § 31D-8-825 authorizes board-created committees but gives no express committee-created subcommittee or redelegation route. |
| Procedure and oversight | Board meeting/consent rules apply; majority quorum/vote defaults with one-third quorum floor, all-director written consent, and permanent committee-action records (§§ 31D-8-821, -824, -825(c), -16-1601(a)). |
Requirements one by one
Creation and membership
Under § 31D-8-825(a)–(b), a West Virginia board may create a committee and appoint its members unless the articles or bylaws provide otherwise. Each needs two or more directors, serving at the board's pleasure. Creation and appointment require the greater of a majority of all directors in office or the article/bylaw number for board action. Section 31D-8-801(b) places corporate affairs under board direction, subject to its stated exceptions.
Delegation and reserved acts
The board, articles, or bylaws specify the extent of committee authority (§ 31D-8-825(d)). Subsection (e) bars distributions, shareholder-required action, filling vacancies, specified charter amendments, bylaw changes, and merger plans not requiring shareholder approval. Share reacquisition needs a board-prescribed formula or method. Share issuance, sale, and class or series terms are possible only within limits specifically prescribed by the board. Subsection (f) says committee delegation alone does not establish director-conduct compliance.
Procedure and records
Section 31D-8-825(c) applies board meeting, consent, notice, and voting provisions to committees. Section 31D-8-824(a)–(c) ordinarily uses a majority quorum and majority-present vote, with governing-document variations and a one-third quorum floor. Section 31D-8-821 normally requires all directors' written consent, included in minutes or corporate records, for action without a meeting. Section 31D-16-1601(a) requires permanent records of committee actions taken in place of the board.
What trips people up
Section 31D-8-825 says committee members serve at the board's pleasure but supplies no alternate or temporary-substitute route. Its bar on a merger plan not requiring shareholder approval is separate from its bar on action requiring shareholder approval. The committee section also gives no express committee-created subcommittee power.
Common questions
May a committee have only one director?
No. Section 31D-8-825(a) requires two or more directors.
Can a committee approve a share issuance?
Only if the board specifically prescribes limits for that authority under § 31D-8-825(e)(8), and the committee has been given the authority under subsection (d).
Statutes and sources
- W. Va. Code § 31D-8-801 — West Virginia Legislature. Accessed 2026-09-27.
- W. Va. Code § 31D-8-821 — West Virginia Legislature. Accessed 2026-09-27.
- W. Va. Code § 31D-8-824 — West Virginia Legislature. Accessed 2026-09-27.
- W. Va. Code § 31D-8-825 — West Virginia Legislature. Accessed 2026-09-27.
- W. Va. Code § 31D-16-1601 — West Virginia Legislature. Accessed 2026-09-27.
Source links
Every statute quoted above, linked, with the date we checked it.
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