Nonprofit Corporation Bylaw Adoption and Amendment Requirements in West Virginia

At a glance

Requirements one by one

Adoption and organization

Section 31E-2-205 requires the incorporators or board to adopt initial bylaws, which may manage corporate business and affairs consistently with law and the articles. Under § 31E-2-204, named initial directors meet after incorporation on a majority call to appoint officers and adopt bylaws. If no initial directors are named, incorporators meet to elect directors or a board; all incorporators may instead sign a written consent describing the organizational action.

Ordinary amendment power and votes

Section 31E-10-1020 allows voting members to amend or repeal bylaws. The board may also do so unless the articles or a protected bylaw reserve the power to members, or members expressly bar the board from changing or reinstating a particular bylaw. At a board meeting, § 31E-8-824 normally requires a quorum and a majority of directors present for action. For members, § 31E-7-724 requires a quorum and, absent a higher article threshold, more favorable than opposing votes. Section 31E-7-725 counts each class separately when the articles or chapter requires class voting. Under § 31E-7-704, unanimous written member consent has meeting-vote effect; the articles or bylaws may also provide mail or electronic voting.

Protected voting clauses

Under § 31E-10-1021, a member-adopted bylaw increasing the board's quorum or vote requirement ordinarily can be changed only by members unless that bylaw provides otherwise. A board-adopted version can be changed by board or members, but board action must satisfy the greater of the existing or proposed quorum and vote. Under § 31E-10-1022, members may adopt a higher member quorum or vote bylaw only if the articles authorize it. Its adoption or amendment must clear the greater quorum and vote; the board cannot adopt, amend, or repeal it.

Emergency bylaws and records

Section 31E-2-206 permits the board to adopt emergency-only bylaws unless the articles say otherwise, subject to member amendment or repeal. They operate only while a catastrophic event prevents a board quorum from readily assembling and cease when the emergency ends. Section 31E-15-1501 requires current bylaws and amendments at the principal office. Under § 31E-15-1502, a member may inspect them there during business hours after at least five business days' written demand; the articles and bylaws cannot abolish or limit that inspection right.

What trips people up

A bylaw adoption, amendment, or repeal cannot be sprung at a member meeting without the required notice. Section 31E-7-705 calls for notice to voting members 10 to 60 days before the meeting and bars bylaw action at an annual or regular meeting unless the written notice states it. A special meeting notice must describe its purpose.

Common questions

Can members stop the board from changing a bylaw they adopt? Yes. Under § 31E-10-1020(b)(2), members may expressly provide in the bylaw action that the board cannot amend, repeal, or reinstate that bylaw.

Can the board change a higher member voting threshold in the bylaws? No. Section 31E-10-1022(b) reserves changes to an articles-authorized higher member quorum or vote bylaw from the board.

Where can a member see the current bylaws? Sections 31E-15-1501–1502 require a copy at the principal office and permit inspection after a five-business-day written demand.

Statutes and sources

• W. Va. Code § 31E-2-204, accessed September 30, 2026.
• W. Va. Code § 31E-2-205, accessed September 30, 2026.
• W. Va. Code § 31E-2-206, accessed September 30, 2026.
• W. Va. Code § 31E-10-1020, accessed September 30, 2026.
• W. Va. Code § 31E-10-1021, accessed September 30, 2026.
• W. Va. Code § 31E-10-1022, accessed September 30, 2026.
• W. Va. Code § 31E-7-704, accessed September 30, 2026.
• W. Va. Code § 31E-7-705, accessed September 30, 2026.
• W. Va. Code § 31E-7-724, accessed September 30, 2026.
• W. Va. Code § 31E-7-725, accessed September 30, 2026.
• W. Va. Code § 31E-8-824, accessed September 30, 2026.
• W. Va. Code § 31E-15-1501, accessed September 30, 2026.
• W. Va. Code § 31E-15-1502, accessed September 30, 2026.