Nonprofit Corporation Board Meeting, Notice, Quorum, and Director Proxy Rules in West Virginia

At a glance

Requirements one by one

Meeting and notice

Section 31E-8-820(a) permits meetings inside or outside West Virginia. The meeting rules distinguish regular and special meetings but do not supply a general list of people who may call them. Section 31E-8-826(a)(2) recognizes a director's special-meeting demand valid under the bylaws: the director may seek a court-ordered meeting if notice is not given within 30 days after delivery to the secretary or the meeting is not held according to its notice.

A regular meeting may ordinarily proceed without any notice of its date, time, place, or purpose under § 31E-8-822(a). For a special meeting, § 31E-8-822(b) ordinarily requires at least two days' notice of the date, time, and place. The articles or bylaws may set a shorter or longer period and may require a stated purpose.

Remote attendance and the count

Under § 31E-8-820(b), remote directors count as present when all participating directors can simultaneously hear one another during the meeting. Articles or bylaws may restrict that method.

Section 31E-8-824(a) measures the default quorum from the fixed number of directors for a fixed board. For a variable-range board, it uses the prescribed number or, if none is prescribed, directors in office immediately before the meeting begins. Subsection (b) permits a document quorum no lower than one third of that applicable base. For example, a fixed nine-director board may set a three-director quorum in its articles or bylaws; absent such a provision, five is the default.

Vote and assent

Under § 31E-8-824(c), a quorum must exist when the vote is taken. Unless the articles or bylaws require more, a majority of directors present approves the action. The same section supplies no separate director-proxy voting or proxy-quorum procedure: its vote formula turns on directors present, including those treated as present under the remote-attendance provision.

Section 31E-8-824(d) treats a present director as assenting unless the director objects at the start or promptly on arrival to holding the meeting or doing business, has dissent or abstention entered in the minutes, or gives written dissent or abstention to the presiding officer before adjournment or to the corporation immediately afterward. A director who votes in favor cannot use that dissent route.

What trips people up

An ex officio director named under § 31E-8-804(b) is ordinarily excluded from quorum and voting unless the articles or bylaws provide otherwise. Check that status before applying the ordinary seat count.

A notice objection under § 31E-8-823(b) must be made at the beginning of the meeting or promptly on arrival, followed by no vote for or assent to action there. It is different from recording a dissent on a particular substantive vote under § 31E-8-824(d).

Common questions

May a special meeting be held outside West Virginia?

Yes. Section 31E-8-820(a) permits either a regular or special board meeting in or out of the state.

Does a proxy sent by an absent director count toward quorum?

Section 31E-8-824(c) frames the vote around directors present when a quorum exists and supplies no separate proxy-counting procedure. Check the governing documents and another applicable provision before treating a proxy as attendance.

Statutes and sources

• W. Va. Code § 31E-8-804(b) — ex officio quorum and vote; accessed October 1, 2026.
• W. Va. Code § 31E-8-820 — meeting location and remote attendance; accessed October 1, 2026.
• W. Va. Code § 31E-8-822 — regular and special notice; accessed October 1, 2026.
• W. Va. Code § 31E-8-823 — waiver and notice objection; accessed October 1, 2026.
• W. Va. Code § 31E-8-824 — quorum, vote, and assent; accessed October 1, 2026.
• W. Va. Code § 31E-8-826(a)(2) — bylaw demand and court-ordered meeting; accessed October 1, 2026.