reglab/housing_qa huggingface dataset:
WY Stat § 17-16-724 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 16 - Wyoming Business Corporation Act|Article 7 - Shareholders|Section 17-16-724 - Corporation's Acceptance of Votes.

17-16-724. Corporation's acceptance of votes.| (a) If the name or network signature signed on a vote, consent, waiver, or proxy appointment corresponds to the name or data address of a shareholder, the corporation if acting in good faith is entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the shareholder.  (b) If the name or network signature signed on a vote, consent, waiver, or proxy appointment does not correspond to the name or data address of its shareholder, the corporation if acting in good faith is nevertheless entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the shareholder if:  (i) The shareholder is an entity and the name or network signature signed purports to be that of an officer or agent of the entity;  (ii) The name or network signature signed purports to be that of an administrator, executor, guardian, or conservator representing the shareholder and, if the corporation requests, evidence of fiduciary status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment;  (iii) The name or network signature signed purports to be that of a receiver or trustee in bankruptcy of the shareholder and, if the corporation requests, evidence of this status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment;  (iv) The name or network signature signed purports to be that of a pledgee, beneficial owner, or attorney-in-fact of the shareholder and, if the corporation requests, evidence acceptable to the corporation of the signatory's authority to sign for the shareholder has been presented with respect to the vote, consent, waiver, or proxy appointment; or  (v) Two (2) or more persons are the shareholder as cotenants or fiduciaries and the name or network signature signed purports to be the name or data address of at least one (1) of the coowners and the person signing appears to be acting on behalf of all the coowners.  (c) The corporation is entitled to reject a vote, consent, waiver, or proxy appointment if the secretary or other officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory's authority to sign for the shareholder.  (d) The corporation and its officer or agent who accepts or rejects a vote, consent, waiver, or proxy appointment in good faith and in accordance with the standards of this section or W.S. 17-16-722(b) are not liable in damages to the shareholder for the consequences of the acceptance or rejection.  (e) Corporate action based on the acceptance or rejection of a vote, consent, waiver, or proxy appointment under this section or W.S. 17-16-722(b) is valid unless a court of competent jurisdiction determines otherwise.
WY Stat § 17-16-725 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 16 - Wyoming Business Corporation Act|Article 7 - Shareholders|Section 17-16-725 - Quorum and Voting Requirements for Voting Groups.

17-16-725. Quorum and voting requirements for voting groups.| (a) Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. Unless the articles of incorporation or this act provide otherwise, a majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum of that voting group for action on that matter.  (b) Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or shall be set for that adjourned meeting.  (c) If a quorum exists, action on a matter other than the election of directors by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the articles of incorporation or this act require a greater number of affirmative votes.  (d) An amendment of articles of incorporation adding, changing or deleting a quorum or voting requirement for a voting group greater or lesser than specified in subsection (a) or (c) of this section is governed by W.S. 17-16-727.  (e) The election of directors is governed by W.S. 17-16-728.
WY Stat § 17-16-726 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 16 - Wyoming Business Corporation Act|Article 7 - Shareholders|Section 17-16-726 - Action by Single and Multiple Voting Groups.

17-16-726. Action by single and multiple voting groups.| (a) If the articles of incorporation or this act provide for voting by a single voting group on a matter, action on that matter is taken when voted upon by that voting group as provided in W.S. 17-16-725.  (b) If the articles of incorporation or this act provide for voting by two (2) or more voting groups on a matter, action on that matter is taken only when voted upon by each of those voting groups counted separately as provided in W.S. 17-16-725. Action may be taken by one (1) voting group on a matter even though no action is taken by another voting group entitled to vote on the matter.
WY Stat § 17-16-727 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 16 - Wyoming Business Corporation Act|Article 7 - Shareholders|Section 17-16-727 - Changing Quorum or Voting Requirements.

17-16-727. Changing quorum or voting requirements.| (a) The articles of incorporation may provide for a greater or lesser quorum or voting requirement for shareholders, or voting groups of shareholders, than is provided for by this act.  (b) An amendment to the articles of incorporation that adds, changes or deletes a quorum or voting requirement shall meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirements then in effect or proposed to be adopted, whichever is greater.
WY Stat § 17-16-728 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 16 - Wyoming Business Corporation Act|Article 7 - Shareholders|Section 17-16-728 - Voting for Directors; Cumulative Voting.

17-16-728. Voting for directors; cumulative voting.| (a) Unless otherwise provided in the articles of incorporation, directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.  (b) Shareholders do not have a right to cumulate their votes for directors unless the articles of incorporation so provide.  (c) A statement included in the articles of incorporation that "[all] [a designated voting group of] shareholders are entitled to cumulate their votes for directors," or words of similar import, means that the shareholders designated are entitled to multiply the number of votes they are entitled to cast by the number of directors for whom they are entitled to vote and cast the product for a single candidate or distribute the product among two (2) or more candidates.  (d) Shares otherwise entitled to vote cumulatively may not be voted cumulatively at a particular meeting unless:  (i) The meeting notice or proxy statement accompanying the notice states conspicuously that cumulative voting is authorized; or  (ii) A shareholder who has the right to cumulate his votes gives notice to the corporation not less than forty-eight (48) hours before the time set for the meeting of the shareholder's intent to cumulate his votes during the meeting. If one (1) shareholder gives this notice all other shareholders in the same voting group participating in the election are entitled to cumulate their votes without giving further notice.
WY Stat § 17-16-729 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 16 - Wyoming Business Corporation Act|Article 7 - Shareholders|Section 17-16-729 - Inspectors of Election.

17-16-729. Inspectors of election.| (a) A public corporation shall, and any other corporation may, appoint one (1) or more inspectors to act at a meeting of shareholders and make a written report of the inspectors' determinations. Each inspector shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of the inspector's ability.  (b) The inspectors shall:  (i) Ascertain the number of shares outstanding and the voting power of each;  (ii) Determine the shares represented at a meeting;  (iii) Determine the validity of proxies and ballots;  (iv) Count all votes; and  (v) Determine the result.  (c) An inspector may be an officer or employee of the corporation.
WY Stat § 17-16-730 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 16 - Wyoming Business Corporation Act|Article 7 - Shareholders|Section 17-16-730 - Voting Trusts.

17-16-730. Voting trusts.| (a) One (1) or more shareholders may create a voting trust, conferring on a trustee the right to vote or otherwise act for them, by signing an agreement setting out the provisions of the trust, which may include anything consistent with its purpose, and transferring their shares to the trustee. When a voting trust agreement is signed, the trustee shall prepare a list of the identities of all owners of beneficial interests in the trust, together with the number and class of shares each transferred to the trust. The list shall also show each shareholder's physical mailing address, if the identity of a shareholder on the list consists of the shareholder's name, and each shareholder's authorized means of receipt for electronic transmissions, if the identity of a shareholder on the list consists of the shareholder's data address. Copies of the list and agreement shall be delivered to the corporation's principal office.  (b) A voting trust becomes effective on the date the first shares subject to the trust are registered in the trustee's name. A voting trust is valid for not more than ten (10) years after its effective date unless extended under subsection (c) of this section.  (c) All or some of the parties to a voting trust may extend it for additional terms of not more than ten (10) years each by signing written consent to the extension. An extension is valid for ten (10) years from the date the first shareholder signs the extension agreement. The voting trustee shall deliver copies of the extension agreement and list of beneficial owners to the corporation's principal office. An extension agreement binds only those parties signing it.
WY Stat § 17-16-731 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 16 - Wyoming Business Corporation Act|Article 7 - Shareholders|Section 17-16-731 - Voting Agreements.

17-16-731. Voting agreements.| (a) Two (2) or more shareholders may provide for the manner in which they will vote their shares by signing an agreement for that purpose. A voting agreement created under this section is not subject to the provisions of W.S. 17-16-730.  (b) A voting agreement created under this section is specifically enforceable.
WY Stat § 17-16-740 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 16 - Wyoming Business Corporation Act|Article 7 - Shareholders|Section 17-16-740 - Subarticle Definitions.

17-16-740. Subarticle definitions.| (a) As used in this subarticle:  (i) "Derivative proceeding" means a civil suit in the right of a domestic corporation or, to the extent provided in W.S. 17-16-747, in the right of a foreign corporation;  (ii) "Shareholder" includes a beneficial owner whose shares are held in a voting trust or held by a nominee on the beneficial owner's behalf.
WY Stat § 17-16-741 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 16 - Wyoming Business Corporation Act|Article 7 - Shareholders|Section 17-16-741 - Standing.

17-16-741. Standing.| (a) A shareholder may not commence or maintain a derivative proceeding unless the shareholder:  (i) Was a shareholder of the corporation at the time of the act or omission complained of, or became a shareholder through transfer by operation of law from one who was a shareholder at the time; and  (ii) Fairly and adequately represents the interests of the corporation in enforcing the right of the corporation.
WY Stat § 17-16-742 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 16 - Wyoming Business Corporation Act|Article 7 - Shareholders|Section 17-16-742 - Demand.

17-16-742. Demand.| (a) No shareholder may commence a derivative proceeding until:  (i) A written demand has been made upon the corporation to take suitable action; and  (ii) Ninety (90) days have expired from the date the demand was made unless the shareholder has earlier been notified that the demand has been rejected by the corporation or unless irreparable injury to the corporation would result by waiting for the expiration of the ninety (90) day period.
WY Stat § 17-16-743 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 16 - Wyoming Business Corporation Act|Article 7 - Shareholders|Section 17-16-743 - Stay of Proceedings.

17-16-743. Stay of proceedings.| If the corporation commences an inquiry into the allegations made in the demand or complaint, the court may stay any derivative proceeding for such period as the court deems appropriate.
WY Stat § 17-16-744 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 16 - Wyoming Business Corporation Act|Article 7 - Shareholders|Section 17-16-744 - Dismissal.

17-16-744. Dismissal.| (a) A derivative proceeding shall be dismissed by the court on motion by the corporation if one (1) of the groups specified in subsection (b) or (e) of this section has determined in good faith after conducting a reasonable inquiry upon which its conclusions are based that the maintenance of the derivative proceeding is not in the best interests of the corporation.  (b) Unless a panel is appointed pursuant to subsection (e) of this section, the determination in subsection (a) of this section shall be made by:  (i) A majority vote of qualified directors present at a meeting of the board of directors if the qualified directors constitute a quorum; or  (ii) A majority vote of a committee consisting of two (2) or more qualified directors appointed by majority vote of qualified directors present at a meeting of the board of directors, regardless of whether such qualified directors constitute a quorum.  (c) If a derivative proceeding is commenced after a determination has been made rejecting a demand by a shareholder, the complaint shall allege with particularity facts establishing either:  (i) That a majority of the board of directors did not consist of qualified directors at the time the determination was made; or  (ii) That the requirements of subsection (a) of this section have not been met.  (d) If a majority of the board of directors consisted of qualified directors at the time the determination was made, the plaintiff shall have the burden of proving that the requirements of subsection (a) of this section have not been met; if not, the corporation shall have the burden of proving that the requirements of subsection (a) of this section have been met.  (e) Upon motion by the corporation or any interested party, the court may appoint a panel of one (1) or more individuals to make a determination whether the maintenance of the derivative proceeding is in the best interests of the corporation. In such case, the plaintiff shall have the burden of proving that the requirements of subsection (a) of this section have not been met.
WY Stat § 17-16-745 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 16 - Wyoming Business Corporation Act|Article 7 - Shareholders|Section 17-16-745 - Discontinuance or Settlement.

17-16-745. Discontinuance or settlement.| A derivative proceeding may not be discontinued or settled without the court's approval. If the court determines that a proposed discontinuance or settlement will substantially affect the interests of the corporation's shareholders or a class of shareholders, the court shall direct that notice be given to the shareholders affected.
WY Stat § 17-16-746 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 16 - Wyoming Business Corporation Act|Article 7 - Shareholders|Section 17-16-746 - Payment of Expenses.

17-16-746. Payment of expenses.| (a) On termination of the derivative proceeding the court may:  (i) Order the corporation to pay the plaintiff's reasonable expenses, including counsel fees, incurred in the proceeding if it finds that the proceeding resulted in a substantial benefit to the corporation;  (ii) Order the plaintiff to pay any defendant's reasonable expenses, including counsel fees, incurred in defending the proceeding if it finds that the proceeding was commenced or maintained without reasonable cause or for an improper purpose; or  (iii) Order a party to pay an opposing party's reasonable expenses, including counsel fees, incurred because of the filing of a pleading, motion or other paper, if it finds that the pleading, motion or other paper was not well grounded in fact, after reasonable inquiry, or warranted by existing law or a good faith argument for the extension, modification or reversal of existing law and was interposed for an improper purpose, such as to harass or to cause unnecessary delay or needless increase in the cost of litigation.
WY Stat § 17-16-747 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 16 - Wyoming Business Corporation Act|Article 7 - Shareholders|Section 17-16-747 - Applicability to Foreign Corporations.

17-16-747. Applicability to foreign corporations.| In any derivative proceeding in the right of a foreign corporation, the matters covered by this subarticle shall be governed by the laws of the jurisdiction of incorporation of the foreign corporation except for W.S. 17-16-743, 17-16-745 and 17-16-746.
WY Stat § 17-16-748 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 16 - Wyoming Business Corporation Act|Article 7 - Shareholders|Section 17-16-748 - Shareholder Action to Appoint Custodian or Receiver.

17-16-748. Shareholder action to appoint custodian or receiver.| (a) The district court may appoint one (1) or more persons to be custodians, or, if the corporation is insolvent, to be receivers, of and for a corporation in a proceeding by a shareholder where it is established that:  (i) The directors are deadlocked in the management of the corporate affairs, the shareholders are unable to break the deadlock, and irreparable injury to the corporation is threatened or being suffered; or  (ii) The directors or those in control of the corporation are acting fraudulently and irreparable injury to the corporation is threatened or being suffered.  (b) The court:  (i) May issue injunctions, appoint a temporary custodian or temporary receiver with all the powers and duties the court directs, take other action to preserve the corporate assets wherever located, and carry on the business of the corporation until a full hearing is held;  (ii) Shall hold a full hearing, after notifying all parties to the proceeding and any interested persons designated by the court, before appointing a custodian or receiver; and  (iii) Has jurisdiction over the corporation and all of its property, wherever located.  (c) The court may appoint an individual or domestic or foreign corporation authorized to transact business in this state as a custodian or receiver and may require the custodian or receiver to post bond, with or without sureties, in an amount the court directs.  (d) The court shall describe the powers and duties of the custodian or receiver in its appointing order, which may be amended from time to time. Among other powers:  (i) A custodian may exercise all of the powers of the corporation, through or in place of its board of directors, to the extent necessary to manage the business and affairs of the corporation; and  (ii) A receiver:  (A) May dispose of all or any part of the assets of the corporation wherever located, at a public or private sale, if authorized by the court; and  (B) May sue and defend in the receiver's own name as receiver in all courts of this state.  (e) The court during a custodianship may redesignate the custodian a receiver, and during a receivership may redesignate the receiver a custodian, if doing so is in the best interests of the corporation.  (f) The court from time to time during the custodianship or receivership may order compensation paid and expense disbursements or reimbursements made to the custodian or receiver from the assets of the corporation or proceeds from the sale of its assets.
WY Stat § 17-16-801 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 16 - Wyoming Business Corporation Act|Article 8 - Directors and Officers|Section 17-16-801 - Requirement for and Functions of Board of Directors.

17-16-801. Requirement for and functions of board of directors.| (a) Except as provided in W.S. 17-16-732, each corporation shall have a board of directors.  (b) All corporate powers shall be exercised by or under the authority of the board of directors of the corporation, and the business and affairs of the corporation shall be managed by or under the direction, and subject to the oversight, of its board of directors, subject to any limitation set forth in the articles of incorporation or in an agreement authorized under W.S. 17-16-732.  (c) In the case of a public corporation, the board's oversight responsibilities include attention to:  (i) Business performance and plans;  (ii) Major risks to which the corporation is or may be exposed;  (iii) The performance and compensation of the chief executive officer;  (iv) Policies and practices to foster the corporation's compliance with law and ethical conduct;  (v) Preparation of the corporation's financial statements;  (vi) The effectiveness of the corporation's internal controls;  (vii) Arrangements for providing adequate and timely information to directors; and  (viii) The composition of the board and its committees, taking into account the important role of independent directors.
WY Stat § 17-16-802 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 16 - Wyoming Business Corporation Act|Article 8 - Directors and Officers|Section 17-16-802 - Qualifications of Directors.

17-16-802. Qualifications of directors.| The articles of incorporation or bylaws may prescribe qualifications for directors. A director need not be a resident of this state or a shareholder of the corporation unless the articles of incorporation or bylaws so prescribe.