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Free West Virginia Corporate Bylaws Template

Corporate bylaws are the internal rules your West Virginia corporation runs on, and for some businesses a different chapter of the code takes precedence entirely. Answer a few simple questions and Document Genius builds a customizable set in minutes.

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What Are Corporate Bylaws in West Virginia?

Corporate bylaws are the internal rules a West Virginia corporation adopts to govern itself. Section 31D-2-205 of the West Virginia Business Corporation Act covers them, in a chapter the legislature enacted in 2002.

Check which chapter governs you before drafting. West Virginia corporate bylaws follow chapter 31D for most companies, but banks and insurers answer to a different chapter that prevails over it.

West Virginia Requirements for Corporate Bylaws

The bylaws section is short. A general provision at the front of the chapter matters more than its placement suggests.

Adoption and Contents

Subsection (a) puts the job on the incorporators or the board of directors. Subsection (b) then allows any provision that manages the business and regulates the corporation’s affairs, provided it sits consistently with law and the articles.

When Another Chapter Wins

Chapter 31D states that where any of its provisions conflict with provisions made for particular classes of corporations by chapters 31, 31A, or 33 of the code, those chapters prevail to the extent of the inconsistency.

Chapter 31A covers banks and banking. Chapter 33 covers insurance. A corporation in either field is drafting against a different rulebook on any point where the two collide.

Provisions Can Sit in the Articles

Section 31D-2-202 allows the articles of incorporation to set forth any provision that the chapter requires or permits to be set forth in the bylaws.

Reading the Cross-References

One drafting habit is worth knowing before you open the Act. West Virginia spells its internal cross-references out in words, so a reference reads as section four hundred one, article four of this chapter rather than as a numeral.

Does the Business Corporation Act Always Govern?

Not for every corporation. Chapter 31D gives way to chapters 31, 31A, and 33 wherever those chapters make provision for particular classes of corporations.

Banking and insurance are the obvious cases. A state-chartered bank or a domestic insurer needs its bylaws checked against its own chapter, not only against 31D.

Settle the question before you draft rather than after. Working out which rulebook applies is a five-minute job at the start and an expensive one once the bylaws are in force.

Because the articles may carry anything the chapter permits in the bylaws, a regulated corporation sometimes has a choice about which document holds a governance rule. Which one is the better home is a question worth putting to a West Virginia business attorney.

How to Adopt Corporate Bylaws in West Virginia

Adopting West Virginia corporate bylaws is internal, and nothing goes to the Secretary of State.

  1. Confirm which chapter governs, since 31A and 33 prevail over 31D for banks and insurers.
  2. Complete formation by filing your articles of incorporation.
  3. Choose between the incorporators and the board, both of whom subsection (a) allows.
  4. Draft the bylaws to cover meetings, quorum, directors, officers, and shares.
  5. Adopt and record the decision, naming the acting group and the date.
  6. Hold the signed copy with your corporate records and refresh it after each amendment.