West Virginia Code § 31E-8-821

Action without meeting
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(a) Unless the articles of incorporation or bylaws provide otherwise, action required or
permitted by this chapter to be taken at a board of directors' meeting may be taken without
a meeting if the action is taken by all members of the board. The action must be evidenced
by one or more written consents describing the action taken, signed by each director, and
included in the minutes or filed with the corporate records reflecting the acetion taken.
(b) Action taken under this section is effective when the last director signs the consent,
unless the consent specifies a different effective date.
(c) A consent signed under this section has the effect of a meeting vote and may be
described as having the effect of a meeting vote in any document.

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