Nonprofit Corporation Director Removal and Vacancy Requirements in West Virginia

At a glance

Requirements one by one

Identify the electors and the removal vote

After the initial board, members who have director-election rights ordinarily elect directors at their meeting and later annual meetings (§ 31E-8-803(c)). The articles may authorize a self-perpetuating board when there are no member electors (§ 31E-8-804(c)); they may also give one or more member classes director-election rights (§ 31E-8-805).

Members entitled to elect directors, or the directors if no members have that right, may remove a director with or without cause unless the articles require cause. Without cumulative voting, the removal votes must exceed votes against removal. With cumulative voting, votes sufficient to elect the director block removal. Only an electing class votes on its director (§ 31E-8-809(a)–(c)). The removal must be at a meeting called for that purpose, with removal stated in the notice (§ 31E-8-809(d)).

Check court and timing rules

The corporation or members holding at least 10% of any class's voting power may seek circuit-court removal for fraudulent or dishonest conduct or gross abuse of authority or discretion, plus a finding that removal serves the corporation's best interest. Member petitioners must make the corporation a defendant; the court may bar the removed director from future board service (§ 31E-8-810).

A director resigns by written notice to the board, its chair, or the corporation. It takes effect on delivery unless the board agrees to a later date (§ 31E-8-808). An ex officio director instead ceases automatically when the underlying office ends; the ordinary term and resignation sections do not apply to that seat (§ 31E-8-804(b)).

Unless documents vary it, a board may act by unanimous written consent signed by each director, effective with the last signature unless another date is specified (§ 31E-8-821(a)–(b)). A special board meeting generally needs at least two days' notice, subject to the articles or bylaws (§ 31E-8-822(b)); the removal meeting must also state its purpose (§ 31E-8-809(d)).

Fill the seat and report directors

Unless the articles say otherwise, voting members or the board may fill a vacancy, including one created by increasing the board size. If fewer than a quorum remain, a majority of all remaining directors may fill it. If members fill a class-elected seat, only that class votes. If the board ceases to exist and there are no member electors, otherwise nonvoting members may elect a new board (§ 31E-8-811(a)–(b), (d)).

A future vacancy may be prefilled, but its successor waits until it occurs (§ 31E-8-811(c)). A vacancy replacement's term ends at the next meeting that elects directors; an expired-term director continues until a successor is elected and qualifies or the board size decreases (§ 31E-8-806(d)–(e)).

The reporting law expressly includes nonprofit corporations in its definition of corporation (§ 59-1-2a(a)). Annual or eligible biennial reports list the names and mailing addresses of directors (§ 59-1-2a(d)(1)–(2)) and are due June 30 in the reporting year (§ 59-1-2a(e)).

What trips people up

West Virginia permits a board to fill an ordinary vacancy even when members elected the departing director, but only the electing class may vote when members fill a class seat (§ 31E-8-811(a)–(b)). A director's unilateral future date in a resignation notice does not by itself delay effectiveness; the board must agree (§ 31E-8-808(b)).

Common questions

May directors remove a member-elected director while members retain election rights? Section 31E-8-809(a) gives the removal vote to those member electors; directors receive it when there are no members entitled to elect directors.

Can members without director-election rights fill an empty board? If the board has ceased to exist and no members have that election right, those other members may elect a new board (§ 31E-8-811(d)).

Statutes and sources

West Virginia's official code text was accessed October 2, 2026. Verbatim excerpts and official links appear in the source entries above.