Senate Bill No. 565
(By Senators Wells, Guills, Bowman, Yoder, Barnes, Foster,
Helmick, Minard, White, Kessler, Boley, Facemyer, Bailey, Hunter,
Fanning, Prezioso, Green, Love and Oliverio)
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[Introduced February 13, 2007; referred to the Committee on the
Judiciary.]
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A BILL to amend the Code of West Virginia, 1931, as amended, by
adding thereto a new section, designated §31B-3-303a; to amend
said code by adding thereto a new section, designated §31D-8-
860a; to amend said code by adding thereto a new section,
designated §31E-8-813; and to amend said code by adding
thereto a new section, designated §47B-3-3a, all relating to
requiring any partnership, limited liability company,
nonprofit corporation or business corporation conducting
business in this state and receiving funds from this state to
provide upon request of any citizen and without charge the
names of the members of their governing organization.
Be it enacted by the Legislature of West Virginia:
That the Code of West Virginia, 1931, as amended, be amended by adding thereto a new section, designated §31B-3-303a; that said
code be amended by adding thereto a new section, designated §31D-8-
860a; that said code be amended by adding thereto a new section,
designated §31E-8-813; and that said code be amended by adding
thereto a new section, designated §47B-3-3a, all to read as
follows:
CHAPTER 31B. UNIFORM LIMITED LIABILITY COMPANY ACT.
ARTICLE 3. RELATIONS OF MEMBERS AND MANAGERS TO PERSONS DEALING
WITH LIMITED LIABILITY COMPANY.
§31B-3-303a. Mandatory disclosure of names of members and managers.
A limited liability company receiving any funding from this
state may not conduct business in this state unless it provides at
the request of any citizen, and without charge, the names of its
members and managers and the names of the members, managers,
directors and partners of its parent organization, if any.
The Secretary of State shall investigate any complaint filed
by a citizen who has requested the names of the managers and
members of a limited liability company or the names of the members,
managers, directors and partners of its parent organization and the
limited liability company failed or refused to provide the names of
the managers and members of a limited liability company or the
names of the members, managers, directors and partners of its
parent organization to the citizen within thirty days of the
request.
If, after the investigation, the Secretary of State determines
that a limited liability company is violating the provisions of
this section, the Secretary of State shall notify the limited
liability company in writing that the limited liability company is
in violation of the provisions of this section. The notice shall
inform the limited liability company that it must comply with the
provisions of this section or the Secretary of State will begin
proceedings to administratively dissolve the limited liability
company.
CHAPTER 31D. WEST VIRGINIA BUSINESS CORPORATION ACT.
ARTICLE 8. DIRECTORS AND OFFICERS.
PART 6. DIRECTORS' CONFLICTING INTEREST TRANSACTIONS.
§31D-8-860a. Mandatory disclosure of names of directors of
business corporations.
A corporation receiving any funding from this state may not
conduct business in this state unless it provides upon request of
any citizen and without charge the names of the members of its
board of directors and the names of the members, managers,
directors and partners of its parent organization, if any.
The Secretary of State shall investigate any complaint filed
by a citizen who has requested the names of the board of directors
of a corporation or the names of the members, managers, directors
and partners of its parent organization and the corporation failed
or refused to provide the names of the members of the board of directors or the names of the members, managers, directors and
partners of its parent organization to the citizen within thirty
days of the request.
If, after the investigation, the Secretary of State determines
that a corporation is violating the provisions of this section, the
Secretary of State shall notify the corporation in writing that the
corporation is in violation of the provisions of this section. The
notice shall inform the corporation that it must comply with the
provisions of this section or the Secretary of State will begin
proceedings to administratively dissolve the corporation.
CHAPTER 31E. WEST VIRGINIA NONPROFIT CORPORATION ACT.
ARTICLE 8. DIRECTORS AND OFFICERS.
§31E-8-813. Mandatory disclosure of names of directors nonprofit
corporations.
A nonprofit corporation receiving any funding from this state
may not conduct business in this state unless it provides upon
request of any citizen, and without charge, the names of the
members of its board of directors and the names of the members,
managers, directors and partners of its parent organization, if
any.
The Secretary of State shall investigate any complaint filed
by a citizen who has requested the names of the board of directors
of a nonprofit corporation or the names of the members, managers,
directors and partners of its parent organization and the nonprofit corporation failed or refused to provide the names of the members
of the board of directors or the names of the members, managers,
directors and partners of its parent organization to the citizen
within thirty days of the request.
If, after the investigation, the Secretary of State determines
that a nonprofit corporation is violating the provisions of this
section, the Secretary of State shall notify the nonprofit
corporation in writing that the nonprofit corporation is in
violation of the provisions of this section. The notice shall
inform the nonprofit corporation that it must comply with the
provisions of this section or the Secretary of State will begin
proceedings to administratively dissolve the nonprofit corporation.
CHAPTER 47B. UNIFORM PARTNERSHIP ACT.
ARTICLE 3. RELATIONS OF PARTNERS TO PERSONS DEALING WITH
PARTNERSHIP.
§47B-3-3a. Mandatory disclosure of names of partners.
A partnership receiving any funding from this state may not
conduct business in this state unless it provides upon request of
any citizen and without charge the names of its partners and the
names of the partners, directors or members of its parent
organization, if any.
The Secretary of State shall investigate any complaint filed
by a citizen who has requested the names of the partners of a
partnership or the names of the partners, directors or members of its parent organization and the partnership failed or refused to
provide the names of the partners or the names of the partners,
directors or members of its parent organization to the citizen
within thirty days of the request.
If, after the investigation, the Secretary of State determines
that a partnership is violating the provisions of this section, the
Secretary of State shall notify the partnership in writing that the
partnership is in violation of the provisions of this section. The
notice shall inform the partnership that it must comply with the
provisions of this section or the Secretary of State will begin
proceedings to administratively dissolve the partnership.
NOTE: The purpose of this bill is to require
any partnership,
limited liability company, nonprofit corporation or business
corporation conducting business in this state and receiving funds
from this state to provide upon request of any citizen and without
charge the names of the members of their governing organization.
§31B-3-303a, §31D-8-860a, §31E-8-813 and
§47B-3-3a
are new;
therefore, strike-throughs and underscoring have been omitted.
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