West Virginia: Corporate Board Meeting and Written-Consent Requirements

Requirements one by one

West Virginia Code § 31D-1-101 names the governing act. West Virginia Code
§ 31D-8-801 ordinarily requires a board and puts corporate powers and management
under it, while § 31D-8-803 requires one or more directors. The statute, the
articles, and the authorized shareholder-agreement exception can alter that
baseline.

Meetings, notice, waiver, and emergencies

West Virginia Code § 31D-2-205 permits bylaws to regulate corporate affairs.
West Virginia Code § 31D-8-820 permits regular and special board meetings inside
or outside West Virginia. Under § 31D-8-822, regular meetings default to no
notice, while special meetings default to at least two days' notice stating the
date, time, and place. Purpose is unnecessary unless the articles or bylaws
require it.

Under § 31D-8-823, a director may sign a written waiver before or after the
stated meeting time. Attendance also waives notice unless the director objects
at the beginning or promptly after arrival and does not then vote for or assent
to the action. West Virginia Code § 31D-2-206 separately permits emergency
bylaws to address meeting calls, quorum, and substitute directors when a
catastrophic event means a quorum cannot readily assemble.

Real-time remote participation counts as presence

Unless the articles or bylaws provide otherwise, § 31D-8-820 permits any or all
directors to join through a communications method by which all participants can
hear one another simultaneously. Qualifying participation counts as presence in
person. That real-time route is distinct from action by signed consent.

The variable-board denominator matters

West Virginia Code § 31D-8-824 measures default quorum by a majority of the
fixed board. For a variable-range board, it uses the prescribed number or, if
none is prescribed, the directors in office immediately before the meeting.
The articles or bylaws may authorize a smaller quorum, but not below one-third
of the fixed or prescribed number. Quorum must exist when the vote is taken,
and a majority of directors present ordinarily acts.

Presence implies assent unless the director timely objects to the meeting,
puts dissent or abstention in the minutes, or delivers written dissent or
abstention to the presiding officer before adjournment. A director who votes in
favor cannot use that dissent route.

Unanimous consent turns on the last signature

West Virginia Code § 31D-8-821 permits no-meeting action unless the articles or
bylaws provide otherwise. Every director must sign one or more written consents
describing the action, and the consents must be included in the minutes or filed
with the corporate records. The action becomes effective when the last director
signs unless the consent specifies a different effective date.

Committee procedure follows the board rules

West Virginia Code § 31D-8-825 requires at least two directors on a committee.
Creation and appointments need the greater of a majority of all directors then
in office or the governing-document number required for board action. The
meeting, consent, notice, waiver, quorum, vote, and dissent rules apply to the
committee too.

Delegation does not cover the statute's listed matters, including distributions,
shareholder-required action, specified vacancies, bylaws, a merger plan that
does not require shareholder approval, and listed share reacquisition,
issuance, sale, designation, and rights decisions except within the statute's
specified board-set limits.

Board and committee actions remain corporate records

West Virginia Code § 31D-16-1601 requires permanent board-meeting minutes,
records of all board action without a meeting, and records of committee action
taken in place of the board. The records may be written or kept in another form
that can be converted into writing within a reasonable time.

What trips people up

A favorable vote closes the statutory dissent route

Merely remaining silent can create presumed assent under § 31D-8-824(d). A
director who wants the statutory record to show dissent or abstention must use
one of the listed methods, and a director who votes for the action cannot later
recharacterize that vote as dissent under this provision.

Common questions

May one director serve alone on a West Virginia board committee?

No. Section 31D-8-825 requires each board committee to have two or more board
members, even though the corporation's board itself may consist of one or more
individuals under § 31D-8-803.

Does valid board procedure approve every underlying transaction?

No. A merger, charter amendment, distribution, share issuance, conflict
transaction, financing, asset sale, or dissolution may carry separate
statutory, contractual, shareholder, filing, or fiduciary requirements.

Statutes and sources

• West Virginia Code §§ 31D-1-101, 31D-2-205 to -206, and 31D-8-801 to -803 — governing act, bylaws, emergency bylaws, board authority, and board size; official West Virginia Code (accessed August 16, 2026).
• West Virginia Code §§ 31D-8-820 to -825 — meetings, remote participation, consent, notice, waiver, quorum, voting, dissent, and committees; official West Virginia Code (accessed August 16, 2026).
• West Virginia Code § 31D-16-1601 — corporate records; official West Virginia Code (accessed August 16, 2026).