State guides / West Virginia

West Virginia Voting Rules for Boards and Members

What West Virginia's statutes say about board votes, emergencies, meetings, and member ballots, as Qwibie summarizes them, with the citation for each.

Can the Board Vote without a Meeting?

Nonprofit corporations

In West Virginia a nonprofit board may act without a meeting if every director signs a written consent, unless the articles or bylaws say otherwise.

Qwibie counts the vote as: Every director consents in writing.

  • File consent with minutes
Citation
W. Va. Code §31E-8-821 · Read the source
Review
ReviewedSummary recorded as reviewed against the statute text, 2026-11-12

Companies

A West Virginia business corporation's board may act without a meeting if every director signs a written consent, unless the articles or bylaws say otherwise.

Qwibie counts the vote as: Every director consents in writing.

  • File consent with minutes
Citation
W. Va. Code §31D-8-821 · Read the source
Review
ReviewedSummary recorded as reviewed against the statute text, 2026-11-12

What about an Emergency between Meetings?

Nonprofit corporations

In West Virginia a nonprofit board may act without a meeting if every director signs a written consent, unless the articles or bylaws say otherwise.

Qwibie counts the vote as: Every director consents in writing.

  • File consent with minutes
Citation
W. Va. Code §31E-8-821 · Read the source
Review
ReviewedSummary recorded as reviewed against the statute text, 2026-11-12

Companies

A West Virginia business corporation's board may act without a meeting if every director signs a written consent, unless the articles or bylaws say otherwise.

Qwibie counts the vote as: Every director consents in writing.

  • File consent with minutes
Citation
W. Va. Code §31D-8-821 · Read the source
Review
ReviewedSummary recorded as reviewed against the statute text, 2026-11-12

How Are Votes Taken in a Board Meeting?

Nonprofit corporations

West Virginia nonprofit boards may meet partly or entirely by phone or video where all directors can hear each other at the same time, unless the articles or bylaws say otherwise; they count as present in person.

Qwibie counts the vote as: A majority of votes cast.

  • Same notice as in person
  • All directors hear each other
Citation
W. Va. Code §31E-8-820(b) · Read the source
Review
ReviewedSummary recorded as reviewed against the statute text, 2026-11-12

Can Members Vote by Ballot without a Meeting?

Nonprofit corporations

West Virginia nonprofit members may vote by mail or electronic means when the articles or bylaws provide for it, under the procedures they set; unless the articles say otherwise, only members who vote are counted. Without that provision, members act outside a meeting only by unanimous written consent.

Qwibie asks for the steps below before the vote counts.

  • Bylaws permit electronic
  • Keep record of electronic votes
Citation
W. Va. Code §31E-7-704 · Read the source
Review
ReviewedSummary recorded as reviewed against the statute text, 2026-11-12

How Do Members Elect Directors?

Nonprofit corporations

West Virginia nonprofit members may vote by mail or electronic means when the articles or bylaws provide for it, under the procedures they set; unless the articles say otherwise, only members who vote are counted. Without that provision, members act outside a meeting only by unanimous written consent.

Qwibie asks for the steps below before the vote counts.

  • Bylaws permit electronic
  • Keep record of electronic votes
Citation
W. Va. Code §31E-7-704 · Read the source
Review
ReviewedSummary recorded as reviewed against the statute text, 2026-11-12

Not legal advice

These are Qwibie's own summaries, not the law, and they don't say what the law is today. Open the source to read the text, and ask your attorney how it applies to your organization. Your articles and bylaws may set a different rule where the statute allows it.

Run a West Virginia Board on These Rules

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