Senate Bill No. 436
(By Senators Williams and White)
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[Introduced February 2, 2010; referred to the Committee on the
Judiciary.]
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A BILL to amend and reenact §31-14-2 of the Code of West Virginia,
1931, as amended, relating to the process of incorporation;
and clarifying the requirements of that process.
Be it enacted by the Legislature of West Virginia:
That §31-14-2 of the Code of West Virginia, 1931, as amended,
be amended and reenacted to read as follows:
ARTICLE 14. WEST VIRGINIA BUSINESS DEVELOPMENT CORPORATIONS.
§31-14-2. Incorporators; purposes; agreement of incorporation.
Any number of persons, not fewer than ten, a majority of whom
shall be bona fide residents of this state, may associate to create
a business development corporation under the provisions of this
article for the purpose of promoting, developing and advancing
business and industrial development within the state and, to that
end, may exercise the powers, rights and privileges hereinafter
provided. The persons desiring to form such the corporation shall sign, acknowledge and file with the Secretary of State an agreement
in the general form prescribed by the Secretary of State, in which
shall be set forth:
(1) The name of the corporation, which shall contain the words
"Business Development Corporation," together with a designation of
the area or locality within the state in which said the corporation
is intended to operate.
(2) The post-office address of its principal office or place
of business.
(3) The object or objects for which the corporation is formed,
which shall include the following:
To promote, develop and advance the business prosperity and
economic welfare of the State of West Virginia and its citizens; to
encourage and assist through loans, investments or other business
transactions in the locating of new business and industry within
the state and to rehabilitate and assist existing businesses and
industries; to stimulate and promote the expansion of all kinds of
business and industrial activity which will tend to advance
business and industrial development and maintain the economic
stability of the state, provide maximum opportunities for
employment, encourage thrift, and improve the standard of living of
the citizens of the state; to cooperate and act in conjunction with
the Department of Commerce and with other organizations, federal,
state or local, in the promotion and advancement of industrial,
commercial, agricultural and recreational developments within the state; and to furnish money and credit, land and industrial sites,
technical assistance and such other aid as may be deemed requisite
to approved and deserving applicants for the promotion, development
and conduct of all kinds of business activity within the state.
(4) The names and post-office addresses of the incorporators,
and the number of shares of stock subscribed by each.
(5) Whether or not the corporation is to have perpetual
existence; if not, the time when its existence is to commence and
the time when its existence is to cease.
(6) Any provision in which the incorporators may choose to
insert for the management of the business and for the conduct of
the affairs of the corporation, and any provisions creating,
defining, limiting and regulating the powers of the corporation,
the directors and the stockholders and members thereof: Provided,
however, That such provisions are not contrary to the provisions of
this article.
(7) The agreement may also contain the following provision in
haec verba, viz. these words verbatim:
"Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between
this corporation and its stockholders or any class of them, any
court of equitable jurisdiction within the State of West Virginia
may, on the application in a summary way of this corporation or of
any creditor or stockholder thereof, or on the application of
trustees in dissolution or of any receiver or receivers appointed for this corporation under the laws of the State of West Virginia,
order a meeting of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of this corporation, as
the case may be, to be summoned in such manner as the court
directs. If a majority in number representing three fourths in
value of the creditors or class of creditors, and/or of the
stockholders of this corporation, as the case may be, agree to any
compromise or arrangement and to any reorganization of this
corporation as consequence of such compromise or arrangement, such
compromise or arrangement and such reorganization shall, if
sanctioned by the court to which such application has been made, be
binding on all the creditors or class of creditors, and/or on all
the stockholders or class of stockholders of this corporation, as
the case may be, and also on this corporation."
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(NOTE: The purpose of this bill is to remove a Latin phrase
and replace it with the translated English phrase to allow the
reader to better understand the code requirements.
Strike-throughs indicate language that would be stricken from
the present law, and underscoring indicates new language that would
be added.)