Membership in the LLC
A West Virginia LLC must have at least one member, and each member must be a natural person or a recognized business entity. A member can acquire an interest in proportion to their contribution, by the consent of all members, or in some other manner provided for in the articles of organization or operating agreement.
Becoming a member usually requires a contribution of cash, property, services rendered to the LLC, a promissory note or obligation to contribute one of these, or an assignment of a current member’s interest.
An LLC member can only resign as permitted in the LLC’s operating agreement. A member’s resignation is considered “wrongful” if he or she is expelled by a court order before the LLC’s expiration, or if he or she is dissociated due to bankruptcy (again, before the expiration of the LLC). If the member is a business entity and not an individual, willfully dissolving or terminating the member/entity’s existence is also considered a wrongful resignation. An LLC can pursue legal remedies against a former member who resigns wrongfully.
Unless the articles of organization or the operating agreement state otherwise, managers are to be elected by the members, and managers can be removed and vacancies filled by a majority vote of the members. Members’ votes are weighted proportionate to their contributions to the LLC.