Nonprofit Corporation Director Election and Term Rules in West Virginia
At a glance
| Governing act and board route | West Virginia Nonprofit Corporation Act; board required, but articles may make all members or a class the board (§§ 31E-8-801, -804(a)) |
|---|---|
| Initial directors and first selection | Articles designate initial board or organizational meeting elects it; first voting-member election at first member meeting for that purpose (§ 31E-8-803(c)) |
| Who chooses successor directors | Voting members elect at first election meeting and later annual meetings; articles may create self-perpetuating board if no members vote for directors, or ex officio seats (§§ 31E-8-803(c), -804(b)–(c)) |
| Member and class election rights | Articles may authorize one or more member classes to elect all or specified director seats; all members or a class may themselves constitute board (§§ 31E-8-804(a), -805) |
| Director term and maximum | Initial and later ordinary terms end at next applicable annual member/board meeting; staggered terms may run up to five annual meetings; ex officio tenure follows underlying office (§§ 31E-8-804(b), -806(a)–(b), -807(a)) |
| Staggered terms | Articles may divide non-ex-officio directors into up to five approximately equal groups; cumulative-voting corporations need at least three directors per group (§ 31E-8-807) |
| Term after filling a vacancy | Director elected to fill vacancy serves until next meeting where directors are elected (§ 31E-8-806(d)) |
| Holdover after term expires | Ordinary director stays until successor elected and qualified or board size decreases; ex officio service ends with underlying office (§§ 31E-8-804(b), -806(e)) |
Requirements one by one
Board and selection route
The Act requires a board (§ 31E-8-801). Articles may make the whole membership or a member class the board (§ 31E-8-804). Otherwise, the articles designate the initial directors or they are elected at the organizational meeting (§ 31E-8-803).
Voting members elect later directors at the first meeting held for that purpose and at subsequent annual meetings. Articles may give one or more member classes the right to elect all or specified seats (§ 31E-8-805). For an entity without members entitled to elect directors, the articles may create a self-perpetuating board; they may also create ex officio seats (§ 31E-8-804).
Term and staggering
Ordinary initial and later terms end at the next applicable member or board annual meeting unless staggered (§ 31E-8-806). Articles may form up to five approximately equal director groups. Later terms for staggered seats run two to five years according to the group; a corporation with cumulative voting must have at least three directors in each group (§ 31E-8-807).
A vacancy replacement's term ends at the next meeting that elects directors. An ordinary director holds over after term expiration until a successor is elected and qualifies, or board size decreases (§ 31E-8-806).
What trips people up
An ex officio director's tenure follows the underlying office and ends automatically when that office ends (§ 31E-8-804). The ordinary term and holdover provisions do not extend that tenure.
Common questions
Can one membership class choose its own directors? Yes, if the articles authorize classes and assign all or specified seats to one or more of them (§ 31E-8-805).
Must all staggered groups have the same number of directors? The statute calls for approximately equal percentages, as possible, and adds a three-director minimum per group when cumulative voting applies (§ 31E-8-807).
Statutes and sources
The official West Virginia Code article linked above contains the quoted sections. Accessed October 3, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
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