H. B. 4488
(By Delegates Morgan, Poore, D. Poling,
Fleischauer, Manypenny and Sponaugle)
(By Request of the Secretary of State)
[Passed March 5, 2014; in effect ninety days from passage.]
AN ACT to amend and reenact §19-4-6 of the Code of West Virginia, 1931, as amended, relating to eliminating the requirement for notarization of the articles of incorporation for cooperative associations.
Be it enacted by the Legislature of West Virginia:
That §19-4-6 of the Code of West Virginia, 1931, as amended, be amended and reenacted to read as follows:
ARTICLE 4. COOPERATIVE ASSOCIATIONS.
§19-4-6. Articles of incorporation.
Each association formed under this article shall prepare and file articles of incorporation, setting forth:
(a) The name of the association, which includes the words “cooperative,” “co-operative,” or “co-op,” and words or abbreviations designating a corporation;
(b) The purposes for which it is formed;
(c) The place where its principal business will be transacted;
(d) The period, if any prescribed, for the duration of the corporation;
(e) The number of incorporators which is not less than three, the number of directors which is not less than three and any number in excess of those minimums, or it may be set forth that the number of directors will be fixed by the bylaws;
(f) If organized without capital stock, whether the property rights and interest of each member are equal or unequal; and if unequal, the general rules applicable to the classes of members whose property rights and interest are determined and fixed; and provision for the admission of new members who may be entitled to share in the property of the association with the old members, in accordance with the general rules. This provision of the articles of incorporation may not be altered, amended or repealed except by the written consent or vote of three fourths of the members;
(g) If organized with capital stock and authorized to issue only one class of stock, the total number of shares of stock which the association has authority to issue, including: (1) The par value of each of the shares; or (2) a statement that all the shares are to be without par value;
(h) If the association is authorized to issue more than one class of stock, the total number of shares of all classes of stock which the association may issue, including: (1) The number of shares of each class that have a par value and the par value of each share by class; (2) the number of shares that are to be without par value; and (3) a statement of the powers, preferences, rights, qualifications, limitations or restrictions that are permitted by section thirteen of this article in respect to a class of stock fixed by the articles of incorporation or by resolution of the board of directors;
(i) The articles shall be signed and filed in accordance with the provisions of the business or nonprofit corporation laws of this state;
(j) The articles may also contain any provisions managing, defining, limiting or regulating the powers and affairs of the association, the directors, the stockholders or members of the association.