West Virginia nonprofit board requirements

What the West Virginia Nonprofit Corporation Act requires of a West Virginia nonprofit board: how many directors you need, how long they serve, what counts as a quorum, and what has to be filed. Every fact below is cited to the statute.

The short answer

A West Virginia nonprofit needs at least 3 directors.

Section 31E-8-803(a) requires a board of three or more individuals, with the number specified in or fixed in accordance with the articles of incorporation or bylaws. Section 31E-8-801(a) separately requires every corporation to have a board. Directors need not be residents of West Virginia or members of the corporation unless the governing documents require it.

What the statute requires

Governing statute
West Virginia Nonprofit Corporation Act, W. Va. Code sections 31E-1-101 to 31E-16-1603
Minimum directors
3. Section 31E-8-803(a) requires a board of three or more individuals, with the number specified in or fixed in accordance with the articles of incorporation or bylaws. Section 31E-8-801(a) separately requires every corporation to have a board. Directors need not be residents of West Virginia or members of the corporation unless the governing documents require it.
Term length
Section 31E-8-806 sets a default one year term: the terms of directors expire at the next annual meeting of members, or of the board if the corporation has no members entitled to vote for directors. Under subsection (e), a director continues to serve after the term expires until a successor is elected and qualifies, or until the number of directors is decreased. Section 31E-8-807 allows staggering into as many as five groups, which permits terms of two, three, four, or five years, but staggering must be set out in the articles of incorporation rather than the bylaws.
Term limits
Not specified by statute.
Quorum
Under section 31E-8-824(a), a quorum is a majority of the fixed number of directors if the board size is fixed, or a majority of the number prescribed, or in office immediately before the meeting, for a variable range board. Subsection (b) lets the articles or bylaws lower the quorum to no fewer than one third of that number. If a quorum is present, the affirmative vote of a majority of directors present is the act of the board unless the governing documents require more.
Annual meeting
Section 31E-7-701(a) requires an annual members' meeting only for a corporation that has members entitled to vote for the election of directors. A memberless West Virginia nonprofit, or one whose members cannot vote for directors, has no statutory annual meeting duty. Subsection (d) adds that failing to hold the meeting does not affect the validity of any corporate action, though a court may order one under section 31E-7-703. Article 8 contains no section affirmatively requiring an annual board meeting; the term expiration provisions presuppose one without commanding it.
Conflict of interest
Section 31E-8-860 is a short safe harbor with three alternative routes, and meeting any one of them protects the transaction. A contract between the corporation and a director or officer, or an entity in which one has an interest, is not void or voidable solely for that reason if the material facts are disclosed or known and the board or committee authorizes it in good faith by the affirmative votes of a majority of the disinterested directors, even if those directors are fewer than a quorum, or the members approve it after disclosure, or the transaction is fair to the corporation when authorized. Subsection (b) lets interested directors count toward quorum. Chapter 31E nowhere requires a written conflict of interest policy; that obligation comes from IRS practice, not West Virginia law.
Removing a director
Under section 31E-8-809(a), the members entitled to vote for directors, or the directors themselves if there are no such members, may remove one or more directors with or without cause, unless the articles of incorporation provide that removal must be for cause. A for cause restriction must live in the articles, not the bylaws. Subsection (d) requires that removal happen at a meeting called for that purpose, with the notice stating that removal of the director is a purpose of the meeting.
Recurring state filing
Chapter 31E imposes no annual report duty at all; article 15 covers only records and inspection rights. The obligation sits in the fee statute, section 59-1-2a, which defines corporation to include nonprofit corporation and sets a twenty five dollar annual report fee payable to the Secretary of State by June 30 each year. That section also gives nonprofits a halved late fee, twenty five dollars for an annual delinquency where other entities pay fifty. The Secretary of State describes the filing window as January 1 through June 30.

What's particular to West Virginia

West Virginia allows staggering the board into as many as five groups, which means director terms can run five years. Most states cap staggering at two or three classes with three year terms. Section 31E-8-807(a) also requires the staggering to be in the articles of incorporation, so a board that staggers by bylaw alone has not actually done it, and section 31E-8-807(b) requires at least three directors in each group where cumulative voting applies.

Ex officio directors are a fully developed statutory category here, which is unusual. Section 31E-8-804(b) provides that unless the articles or bylaws say otherwise, ex officio directors do not count toward a quorum and are not entitled to vote, which is the opposite of what most boards assume. Their status also ends immediately and automatically when they leave the underlying office, with no resignation or removal vote needed.

The articles may make the membership itself the board, or authorize a self-perpetuating board. Section 31E-8-804(a) allows the articles to provide that the entire membership, or a class of members, constitutes the board of directors, and subsection (c) expressly permits a self-perpetuating board for corporations without members entitled to vote for directors.

The annual report duty is not in the nonprofit act, which catches people out. Article 15 of chapter 31E is titled Records and Reports but contains only records inspection provisions. The filing obligation and the twenty five dollar fee live in section 59-1-2a, a general fee statute, which sweeps nonprofits in by definition and gives them a reduced late fee.

Charitable solicitation registration goes to the Secretary of State under section 29-19-5, and section 29-19-6(7) exempts an organization that uses no professional solicitor and neither intends to receive nor actually receives more than fifty thousand dollars in contributions during a calendar year. An organization that unexpectedly crosses that threshold has thirty days to register.

This is a summary, not legal advice.

We cite the statute so you can read it yourself, and we last checked these on September 3, 2026. Statutes change, courts interpret them, and your own bylaws may impose stricter rules than the state does. Before you rely on any of this for a decision that matters, have a lawyer licensed in West Virginia review it.

Knowing the rule is the easy part.

Staying compliant means knowing whose term ends in March, whether you'll still have quorum after it does, and who hasn't signed this year's conflict of interest form. Board Manager tracks all three and tells you before they become a problem.

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Sources

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