Nonprofit Corporation Articles Amendment Approval and Filing in West Virginia

At a glance

Requirements one by one

Board and member approval

§ 31E-10-1001 permits changing an articles provision allowed in the articles or removing a nonrequired one. Under § 31E-10-1003(a)-(b), the board proposes and approves an amendment, then recommends it to voting members. A board that determines conflict of interest or other special circumstances justify no recommendation must communicate its reason with the submission. A member vote can occur before or after the board steps. § 31E-10-1003(e) normally requires at least two-thirds of votes cast by members entitled to vote. The board may condition submission under subsection (c). An amendment to a higher quorum or voting requirement must meet the greater of the existing and proposed requirements under § 31E-7-726(c).

Classes and no-voting-member corporations

Under § 31E-7-725, articles or the chapter can provide for separate class voting; when they do, § 31E-10-1003(e) requires two-thirds of votes cast in each voting class. If there are no members or no members entitled to vote, § 31E-10-1003(f) instead requires at least two-thirds of directors present at a meeting with a quorum. Before directors exist, § 31E-10-1004 permits a resolution by at least two-thirds of incorporators. § 31E-10-1002 gives the board a narrower route without member action, such as deleting initial-director details or making a limited corporate-name substitution.

Notice, filing, and restatement

The meeting notice under § 31E-10-1003(d) must state the amendment purpose and include a copy or summary. § 31E-7-704 permits unanimous written member consent; mail or electronic voting requires authorization in the articles or bylaws. Articles of amendment under § 31E-10-1005 state the corporation's name, adopted text and date, approval basis, and separate-class vote figures where required. Under § 31E-1-120(d)-(g), an authorized officer or eligible incorporator signs and delivers the document to the Secretary of State. § 59-1-2(a)(1)(H) charges $25 for an amendment.

§ 31E-1-123 makes filing the ordinary effective event and allows a later specified time or a delayed date no more than 90 days after filing. A restatement containing an amendment follows the member or board route applicable to that amendment and files with an approval statement under § 31E-10-1006; § 59-1-2(a)(1)(J) sets its $25 fee.

What trips people up

A corporation with nonvoting members uses the no-voting-member director route of § 31E-10-1003(f). An ordinary amendment's two-thirds member threshold counts votes cast, while the director threshold counts directors present at a quorate meeting.

Common questions

May the board submit an amendment without recommending it?

Yes, if it determines that a conflict or special circumstance warrants that choice and tells voting members its reason with the proposal (§ 31E-10-1003(b)).

Can a restatement include an amendment?

Yes. § 31E-10-1006(b) allows it, with the amendment's applicable approval procedure.

Statutes and sources

• W. Va. Code § 31E-10-1001: “(a) A corporation may amend its articles of incorporation at any time to add or change a provision that is required or permitted in the articles of incorporation or to delete a provision not required in the articles of incorporation. Whether a provision is required or permitted in the articles of incorporation is determined as of the effective date of the amendment. (b) A member of the corporation does not have a vested property right resulting from any provision in the articles of incorporation, including provisions relating to management, control, purpose or duration of the corporation.” West Virginia Legislature (accessed 2026-10-01).
• W. Va. Code § 31E-10-1002: “Unless the articles of incorporation provide otherwise, a corporation's board of directors may adopt one or more amendments to the corporation's articles of incorporation without member action: (1) To extend the duration of the corporation if it was incorporated at a time when limited duration was required by law;(2) To delete the names and addresses of the initial directors; (3) To delete the name and address of the initial registered agent or registered office, if any, if a statement of change is on file with the Secretary of State; (4) To change the corporate name by substituting the word "corporation," "incorporated" or "company", or the abbreviation "corp.", "inc." or "co.", for a similar word or abbreviation in the name, or by adding, deleting or changing a geographical attribution to the name; or (5) To make any other change expressly permitted by this chapter to be made without member action.” West Virginia Legislature (accessed 2026-10-01).
• W. Va. Code § 31E-10-1003: “(a) A corporation's board of directors may propose one or more amendments to the articles of incorporation for submission to those members who are entitled to vote on amendments, if any. (b) For the amendment to be adopted: (1) The board of directors must approve the amendment; (2) the board of directors must recommend the amendment to the members entitled to vote on the amendment, if any, unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the members entitled to vote on the amendment with the submission of the amendment; and (3) the members entitled to vote on the amendment must approve the amendment, either before or after the actions required in subdivisions (1) and (2) of this subsection, as provided in subsection (e) of this section. (c) The board of directors may condition its submission of the proposed amendment on any basis. (d) The corporation shall notify each member entitled to vote on the amendment, if any, of the proposed meeting of members in accordance with section seven hundred five, article seven of this chapter. The notice of meeting must also state that the purpose, or one of the purposes, of the meeting is to consider the proposed amendment and contain or be accompanied by a copy or summary of the amendment. (e) Unless this chapter, the articles of incorporation or the board of directors acting pursuant to subsection (c) of this section requires a greater vote or a vote by class of members, the amendment to be adopted must be approved by: (1) If no class of members is entitled to vote separately on the amendment as a class, at least two thirds of the votes cast by the members entitled to vote on the amendment; and (2) if any class of members is entitled to vote on the amendment separately as a class, at least two thirds of the votes cast by the members of each class. (f) If the corporation has no members, or no members entitled to vote, the proposed amendment must be adopted by vote of at least two thirds of the directors present at a meeting of the board of directors at which a quorum is present.” West Virginia Legislature (accessed 2026-10-01).
• W. Va. Code § 31E-10-1004: “If a corporation has no members entitled to vote on the proposed amendment to the articles of incorporation, the incorporators may, at any time and from time to time, before the corporation has directors amend the articles of incorporation by resolution adopted by a vote of at least two thirds of the incorporators.” West Virginia Legislature (accessed 2026-10-01).
• W. Va. Code § 31E-10-1005: “A corporation amending its articles of incorporation shall deliver to the Secretary of State for filing articles of amendment setting forth: (1) The name of the corporation; (2) The text of each amendment adopted; (3) The date of each amendment's adoption; (4) A statement that the amendment was approved by the board of directors as required under section one thousand three of this article or, if approval of members was not required, a statement to that effect and a statement that the amendment was approved by a sufficient vote of either: (A) The incorporators, if the vote was before the corporation had directors; or (B) the board of directors, in either case in accordance with section one thousand two or one thousand four of this article; and (5) If approval by members was required: (A) The designation of each class of members entitled to vote separately on the amendment; and (B) the total number of votes cast for and against the amendment by each class of members entitled to vote separately on the amendment and a statement that the number cast for the amendment by each class was sufficient for approval by that class.” West Virginia Legislature (accessed 2026-10-01).
• W. Va. Code § 31E-10-1006: “(a) A corporation's board of directors may restate its articles of incorporation at any time with or without member action. (b) The restatement may include one or more amendments to the articles. If the restatement includes an amendment requiring member approval, it must be adopted as provided in section one thousand three of this article. If the restatement includes an amendment which does not require member approval, it must be adopted as provided in section one thousand two or one thousand four of this article. (c) If the board of directors submits a restatement for member action, the corporation shall notify each member entitled to vote on the proposed amendment of the proposed members' meeting in accordance with section seven hundred five, article seven of this chapter. The notice of meeting must also state that the purpose, or one of the purposes, of the meeting is to consider the proposed restatement and contain or be accompanied by a copy of the restatement that identifies any amendment or other change it would make in the articles. (d) A corporation restating its articles of incorporation shall deliver to the Secretary of State for filing articles of restatement setting forth the name of the corporation and the text of the restated articles of incorporation together with a statement setting forth: (1) Whether the restatement contains an amendment to the articles of incorporation requiring member approval and, if it does not, that the board of directors, or the incorporators before the corporation had directors, adopted the restatement; or (2) if the restatement contains an amendment to the articles of incorporation requiring member approval, the information required by section one thousand five of this article. (e) Duly adopted restated articles of incorporation supersede the original articles of incorporation and all amendments to it. (f) The Secretary of State may certify a restated articles of incorporation, as the articles of incorporation currently in effect, without including the statement information required by subsection (d) of this section.” West Virginia Legislature (accessed 2026-10-01).
• W. Va. Code § 31E-7-704: “(a) Any action which, under any provision of this chapter, may be taken at a meeting of members may be taken without a meeting if one or more members consents in writing, setting forth the action taken or to be taken, signed by all of the persons who would be entitled to vote upon the action at a meeting, or by their duly authorized attorneys which action for purposes of this subsection is to be referred to as "unanimous written consent". The secretary shall file the consent or consents, or certify the tabulation of the consents and file the articles, with the minutes of the meetings of the members. A unanimous written consent must have the same force and effect as a vote of the members at a meeting duly held, and may be stated as having the same force and effect as a vote of the members in any articles or document filed under this chapter. (b) Where directors or officers are to be elected by members or any other action is to be voted upon by members, the articles of incorporation or bylaws may provide that the elections may be conducted and the actions voted upon by mail or electronic means in a manner provided in the articles of incorporation or bylaws. The vote of members, or of the members of any particular class, is to be determined from the total number of members who actually vote by mail, rather than from the total number of members entitled to vote, unless the articles of incorporation otherwise provide. A ballot signed under this section has the same force and effect as a vote of the member who signed it at a meeting duly held, and may be stated as having the same force and effect in any certificate or document filed under this chapter. (c) If not otherwise fixed under section seven hundred three or seven hundred seven of this article, the record date for determining members entitled to take action without a meeting is the date the first member signs the consent or ballot under subsection (a) or (b) of this section. (d) The absence from the minutes of any indication that a member objected to holding the meeting prima facie establishes that no objection was made.” West Virginia Legislature (accessed 2026-10-01).
• W. Va. Code § 31E-7-725: “(a) If the articles of incorporation or this chapter, provide for voting by a single class on a matter, action on that matter is taken when voted upon by that class as provided in section seven hundred twenty-four of this article. (b) If the articles of incorporation or this chapter, provide for voting by two or more classes on a matter, action on that matter is taken only when voted upon by each of those classes counted separately as provided in section seven hundred twenty-four of this article. Action may be taken by one class on a matter even though no action is taken by another class entitled to vote on the matter.” West Virginia Legislature (accessed 2026-10-01).
• W. Va. Code § 31E-7-726: “(a) The articles of incorporation may provide for a greater voting requirement for members, or classes of members, than is provided by this chapter. The articles of incorporation or the bylaws may provide for a greater quorum requirement for members, or classes of members, than is provided by this chapter. (b) The articles of incorporation may, except where expressly prohibited by this chapter, or where action is required by this chapter to be unanimous, provide for a lesser voting requirement, but unless expressly permitted by a particular section of this chapter, not less than a majority of the votes cast by the members, or by the members of a particular class, entitled to vote on the matter. (c) An amendment to the articles of incorporation that adds, changes or deletes a greater quorum or voting requirement must meet the same quorum requirement and be adopted by the same vote and classes required to take action under the quorum and voting requirements then in effect or proposed to be adopted, whichever is greater.” West Virginia Legislature (accessed 2026-10-01).
• W. Va. Code § 31E-1-123: “(a) Except as provided in subsection (b) of this section and subsection (c), section one hundred twenty-four of this article, a document accepted for filing is effective: (1) At the date and time of filing, as evidenced by means the Secretary of State may use for the purpose of recording the date and time of filing; or (2) At the time specified in the document as its effective time on the date it is filed. (b) A document may specify a delayed effective time and date, and if it does so the document becomes effective at the time and date specified. If a delayed effective date but no time is specified, the document is effective at the close of business on that date. A delayed effective date for a document may not be later than the ninetieth day after the date it is filed.” West Virginia Legislature (accessed 2026-10-01).
• W. Va. Code § 31E-1-120: “(d) The document to be filed must be executed: (1) By the chairman of the board of directors of a domestic or foreign corporation, by its president or by another of its officers; (2) If directors have not been selected or the corporation has not been formed, by an incorporator; or (3) If the corporation is in the hands of a receiver, trustee or other court-appointed fiduciary, by that fiduciary. (e) The person executing the document to be filed shall sign it and state beneath or opposite his or her signature, his or her name and the capacity in which he or she signs. The document may contain a corporate seal, attestation, acknowledgment or verification. (f) The document to be filed must be delivered to the office of the Secretary of State for filing. Delivery may be made by electronic transmission as permitted by the Secretary of State. The Secretary of State may require one exact or conformed copy to be delivered with the document to be filed if the document is filed in typewritten or printed form and not transmitted electronically. (g) When a document is delivered to the office of the Secretary of State for filing, the correct filing fee and any franchise tax, license fee or penalty required by this chapter or any other provision of this code must be paid or provision for payment made in a manner permitted by the Secretary of State.” West Virginia Legislature (accessed 2026-10-01).
• W. Va. Code § 59-1-2: “(H) Amendment or correction of articles of incorporation, including change of name or increase of capital stock, in addition to any applicable license tax, $25;” West Virginia Legislature (accessed 2026-10-01).
• W. Va. Code § 59-1-2: “(J) Amendment and restatement of articles of incorporation, certificate of limited partnership, agreement of voluntary association or articles of organization of limited liability partnership, limited liability company, professional limited liability company, series limited liability company, protected series, or business trust, $25;” West Virginia Legislature (accessed 2026-10-01).