reglab/housing_qa huggingface dataset:
WY Stat § 17-19-809 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 19 - Wyoming Nonprofit Corporation Act|Article 8 - Directors and Officers|Section 17-19-809 - Removal of Designated or Appointed Directors.

17-19-809. Removal of designated or appointed directors.| (a) A designated director may be removed by an amendment to the articles or bylaws deleting or changing the designation.  (b) Appointed directors:  (i) Except as otherwise provided in the articles or bylaws, an appointed director may be removed without cause by the person appointing the director;  (ii) The person removing the director shall do so by giving written notice of the removal to the director and either the presiding officer of the board or the corporation's president or secretary; and  (iii) A removal is effective when the notice is effective unless the notice specifies a future effective date.
WY Stat § 17-19-810 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 19 - Wyoming Nonprofit Corporation Act|Article 8 - Directors and Officers|Section 17-19-810 - Removal of Directors by Judicial Proceeding.

17-19-810. Removal of directors by judicial proceeding.| (a) The district court of the county where a corporation's principal office is located, or if none in the county where registered office is located, may remove any director of the corporation from office in a proceeding commenced either by the corporation, its members holding at least ten percent (10%) of the voting power of any class, or the attorney general in the case of a public benefit corporation, if the court finds that:  (i) The director engaged in fraudulent or dishonest conduct, or gross abuse of authority or discretion, with respect to the corporation, or a final judgment has been entered finding that the director has violated a duty set forth in W.S. 17-19-830 through 17-19-832; and  (ii) Removal is in the best interest of the corporation.  (b) The court that removes a director may bar the director from serving on the board for a period prescribed by the court.  (c) If members or the attorney general commence a proceeding under subsection (a) of this section, the corporation shall be made a party defendant.  (d) If a public benefit corporation or its members commence a proceeding under subsection (a) of this section, they shall give the secretary of state written notice of the proceeding.  (e) The articles or bylaws of a religious corporation may limit or prohibit the application of this section.
WY Stat § 17-19-811 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 19 - Wyoming Nonprofit Corporation Act|Article 8 - Directors and Officers|Section 17-19-811 - Vacancy on Board.

17-19-811. Vacancy on board.| (a) Unless the articles or bylaws provide otherwise, and except as provided in subsections (b) and (c) of this section, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors:  (i) The members, if any, may fill the vacancy. If the vacant office was held by a director elected by a class, chapter or other organizational unit or by region or other geographic grouping, only members of the class, chapter, unit or grouping are entitled to vote to fill the vacancy if it is filled by the members;  (ii) The board of directors may fill the vacancy; or  (iii) If the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.  (b) Unless the articles or bylaws provide otherwise, if a vacant office was held by an appointed director, only the person who appointed the director may fill the vacancy.  (c) If a vacant office was held by a designated director, the vacancy shall be filled as provided in the articles or bylaws. In the absence of an applicable article or bylaw provision, the vacancy shall not be filled by the board.  (d) A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under W.S. 17-19-807(b) or otherwise) may be filled before the vacancy occurs but the new director cannot take office until the vacancy occurs.
WY Stat § 17-19-812 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 19 - Wyoming Nonprofit Corporation Act|Article 8 - Directors and Officers|Section 17-19-812 - Compensation of Directors.

17-19-812. Compensation of directors.| Unless the articles or bylaws provide otherwise, a board of directors may fix the compensation of directors.
WY Stat § 17-19-820 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 19 - Wyoming Nonprofit Corporation Act|Article 8 - Directors and Officers|Section 17-19-820 - Regular and Special Meetings.

17-19-820. Regular and special meetings.| (a) If the time and place of a directors' meeting is fixed by the bylaws or the board, the meeting is a regular meeting. All other meetings are special meetings.  (b) A board of directors may hold regular or special meetings in or out of this state.  (c) Unless the articles or bylaws provide otherwise, a board may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously communicate with each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.
WY Stat § 17-19-821 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 19 - Wyoming Nonprofit Corporation Act|Article 8 - Directors and Officers|Section 17-19-821 - Action Without Meeting.

17-19-821. Action without meeting.| (a) Unless the articles or bylaws provide otherwise, action required or permitted by this act 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 shall be evidenced by one (1) or more written consents describing the action taken, signed by each director, and included in the minutes filed with the corporate records reflecting the action 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 such in any document.
WY Stat § 17-19-822 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 19 - Wyoming Nonprofit Corporation Act|Article 8 - Directors and Officers|Section 17-19-822 - Call and Notice of Meetings.

17-19-822. Call and notice of meetings.| (a) Unless the articles, bylaws or subsection (c) of this section provide otherwise, regular meetings of the board may be held without notice.  (b) Unless the articles, bylaws or subsection (c) of this section provide otherwise, special meetings of the board shall be preceded by at least two (2) days notice to each director of the date, time, and place, but not the purpose, of the meeting.  (c) In corporations without members any board action to remove a director or to approve a matter that would require approval by the members if the corporation had members, shall not be valid unless each director is given at least seven (7) days written notice that the matter will be voted upon at a directors' meeting or unless notice is waived pursuant to W.S. 17-19-823.  (d) Unless the articles or bylaws provide otherwise, the presiding officer of the board, the president or twenty percent (20%) of the directors then in office may call and give notice of a meeting of the board.
WY Stat § 17-19-823 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 19 - Wyoming Nonprofit Corporation Act|Article 8 - Directors and Officers|Section 17-19-823 - Waiver of Notice.

17-19-823. Waiver of notice.| (a) A director may at any time waive any notice required by this act, the articles or bylaws. Except as provided in subsection (b) of this section, the waiver shall be in writing, signed by the director entitled to the notice, and filed with the minutes or the corporate records.  (b) A director's attendance at or participation in a meeting waives any required notice of the meeting unless the director upon arriving at the meeting or prior to the vote on a matter not noticed in conformity with this act the articles or bylaws objects to lack of notice and does not thereafter vote for or assent to the objected to action.
WY Stat § 17-19-824 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 19 - Wyoming Nonprofit Corporation Act|Article 8 - Directors and Officers|Section 17-19-824 - Quorum and Voting.

17-19-824. Quorum and voting.| (a) Except as otherwise provided in this act, the articles or bylaws, a quorum of a board of directors consists of a majority of the directors in office immediately before a meeting begins. In no event may the articles or bylaws authorize a quorum of fewer than the greater of one-third (1/3) of the number of directors in office or two (2) directors.  (b) If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board unless this act, the articles or bylaws require the vote of a greater number of directors.
WY Stat § 17-19-825 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 19 - Wyoming Nonprofit Corporation Act|Article 8 - Directors and Officers|Section 17-19-825 - Committees of the Board; Other Informal Committees.

17-19-825. Committees of the board; other informal committees.| (a) Unless prohibited or limited by the articles or bylaws, a board of directors may create one (1) or more committees of the board and shall only appoint members of the board to serve on them. Each committee shall have two (2) or more directors, who serve at the pleasure of the board.  (b) The creation of a committee and appointment of members to it shall be approved by the greater of:  (i) A majority of all the directors in office when the action is taken; or  (ii) The number of directors required by the articles or bylaws to take action under W.S. 17-19-824.  (c) W.S. 17-19-820 through 17-19-824, which govern meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the board, apply to committees of the board and their members as well.  (d) To the extent specified by the board of directors or in the articles or bylaws, each committee of the board may exercise the board's authority under W.S. 17-19-801.  (e) A committee of the board shall not, however:  (i) Authorize distributions;  (ii) Approve or recommend to members dissolution, merger, consolidation or the sale, pledge or transfer of all or substantially all of the corporation's assets;  (iii) Elect, appoint or remove directors or fill vacancies on the board or on any of its committees; or  (iv) Adopt, amend or repeal the articles or bylaws.  (f) The creation of, delegation of authority to, or action by a committee does not alone constitute compliance by a director with the standards of conduct described in W.S. 17-19-830.  (g) Nothing in this section prohibits a board from appointing informal or advisory committees comprised of persons who may or may not be members of the board to undertake tasks assigned to them by the board.
WY Stat § 17-19-830 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 19 - Wyoming Nonprofit Corporation Act|Article 8 - Directors and Officers|Section 17-19-830 - Directors' Standards and Liabilities.

17-19-830. Directors' standards and liabilities.| (a) A director shall not be deemed to be a trustee with respect to the corporation or with respect to any property held or administered by the corporation, including without limit, property that may be subject to restrictions imposed by the donor or transferor of such property.  (b) Members of a board of any nonprofit corporation organized under this act are not individually liable for any actions, inactions or omissions by the nonprofit corporation. This subsection does not affect individual liability for intentional torts or illegal acts. This subsection also does not prevent removal of a board member by court order pursuant to W.S. 17-19-810.
WY Stat § 17-19-832 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 19 - Wyoming Nonprofit Corporation Act|Article 8 - Directors and Officers|Section 17-19-832 - Loans to or Guaranties for Directors and Officers.

17-19-832. Loans to or guaranties for directors and officers.| (a) A corporation shall not lend money to nor guarantee the obligation of a director or officer of the corporation except as provided in W.S. 17-19-853.  (b) The fact that a loan or guarantee is made in violation of this section does not affect the borrower's liability on the loan.
WY Stat § 17-19-840 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 19 - Wyoming Nonprofit Corporation Act|Article 8 - Directors and Officers|Section 17-19-840 - Required Officers.

17-19-840. Required officers.| (a) Unless otherwise provided in the articles or bylaws, a corporation shall have a president, a secretary, a treasurer and any other officers as are appointed by the board.  (b) The bylaws or the board shall delegate to one (1) of the officers responsibility for preparing minutes of the directors' and members' meetings and for authenticating records of the corporation.  (c) The same individual may simultaneously hold more than one (1) office in a corporation.
WY Stat § 17-19-841 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 19 - Wyoming Nonprofit Corporation Act|Article 8 - Directors and Officers|Section 17-19-841 - Duties and Authority of Officers.

17-19-841. Duties and authority of officers.| Each officer has the authority and shall perform the duties set forth in the bylaws or, to the extent consistent with the bylaws, the duties and authority prescribed in a resolution of the board or by direction of an officer authorized by the board to prescribe the duties and authority of other officers.
WY Stat § 17-19-842 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 19 - Wyoming Nonprofit Corporation Act|Article 8 - Directors and Officers|Section 17-19-842 - Standards of Conduct for Officers.

17-19-842. Standards of conduct for officers.| (a) An officer who is an employee of the corporation with discretionary authority shall discharge his duties under that authority:  (i) In good faith;  (ii) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and  (iii) In a manner the officer reasonably believes to be in the best interests of the corporation and its members, if any.  (b) In discharging his duties an officer who is an employee of the corporation is entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, if prepared or presented by:  (i) One (1) or more officers or employees of the corporation whom the officer reasonably believes to be reliable and competent in the matters presented;  (ii) Legal counsel, public accountants or other persons as to matters the officer reasonably believes are within the person's professional or expert competence; or  (iii) In the case of religious corporations, religious authorities and ministers, priests, rabbis or other persons whose position or duties in the religious organization the officer believes justify reliance and confidence and whom the officer believes to be reliable and competent in the matters presented.  (c) An officer who is an employee of the corporation is not acting in good faith if the officer has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (b) of this section unwarranted.  (d) An officer who is an employee of the corporation is not liable to the corporation, any member or other person for any action taken or not taken as an officer, if the officer acted in compliance with this section.  (e) An officer of a corporation organized under this act, who is not an employee of the corporation is not individually liable for any actions, inactions or omissions by the corporation. This subsection does not affect individual liability for intentional torts or illegal acts.  (f) Whether or not he is an employee of the corporation, an officer shall not be deemed to be a trustee with respect to the corporation or with respect to any property held or administered by the corporation, including without limit, property that may be subject to restrictions imposed by the donor or transferor of the property.
WY Stat § 17-19-843 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 19 - Wyoming Nonprofit Corporation Act|Article 8 - Directors and Officers|Section 17-19-843 - Resignation and Removal of Officers.

17-19-843. Resignation and removal of officers.| (a) An officer may resign at any time by delivering notice to the corporation. A resignation is effective when the notice is effective unless the notice specifies a future effective date. If a resignation is made effective at a future date and the corporation accepts the future effective date, its board of directors may fill the pending vacancy before the effective date if the board provides that the successor cannot take office until the effective date.  (b) A board may remove any officer at any time with or without cause.
WY Stat § 17-19-844 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 19 - Wyoming Nonprofit Corporation Act|Article 8 - Directors and Officers|Section 17-19-844 - Contract Rights of Officers.

17-19-844. Contract rights of officers.| (a) The appointment of an officer does not itself create contract rights.  (b) An officer's removal does not affect the officer's contract rights, if any, with the corporation. An officer's resignation does not affect the corporation's contract rights, if any, with the officer.
WY Stat § 17-19-845 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 19 - Wyoming Nonprofit Corporation Act|Article 8 - Directors and Officers|Section 17-19-845 - Officers' Authority to Execute Documents.

17-19-845. Officers' authority to execute documents.| (a) Any contract or other instrument in writing executed or entered into between a corporation and any other person is not invalidated as to the corporation by any lack of authority of the signing officers in the absence of actual knowledge on the part of the other person that the signing officers had no authority to execute the contract or other instrument if it is signed by any two (2) officers in Category 1 below or by one (1) officer in Category 1 below and one (1) individual in Category 2 below:  (i) Category 1-The presiding officer of the board and the president;  (ii) Category 2-A vice president, the secretary, treasurer and executive director.
WY Stat § 17-19-850 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 19 - Wyoming Nonprofit Corporation Act|Article 8 - Directors and Officers|Section 17-19-850 - Subarticle Definitions.

17-19-850. Subarticle definitions.| (a) As used in this subarticle:  (i) "Corporation" includes any domestic or foreign predecessor entity of a corporation in a merger, consolidation or other transaction in which the predecessor's existence ceased upon consummation of the transaction;  (ii) "Director" means an individual who is or was a director of a corporation or an individual who, while a director of a corporation, is or was serving at the corporation's request as a director, officer, partner, trustee, employee or agent of another foreign or domestic business or nonprofit corporation, partnership, joint venture, trust, employee benefit plan or other enterprise. A director is considered to be serving an employee benefit plan at the corporation's request if the director's duties to the corporation also impose duties on, or otherwise involve services by, the director to the plan or to participants in or beneficiaries of the plan. "Director" includes, unless the context requires otherwise, the estate or personal representative of a director;  (iii) "Expenses" include counsel fees;  (iv) "Liability" means the obligation to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan), or reasonable expenses actually incurred with respect to a proceeding;  (v) "Official capacity" means: (1) when used with respect to a director, the office of director in a corporation; and (2) when used with respect to an individual other than a director, as contemplated in W.S. 17-19-856, the office in a corporation held by the officer or the employment or agency relationship undertaken by the employee or agent on behalf of the corporation. "Official capacity" does not include service for any other foreign or domestic business or nonprofit corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise;  (vi) "Party" includes an individual who was, is or is threatened to be made a named defendant or respondent in a proceeding;  (vii) "Proceeding" means any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative or investigative and whether formal or informal.
WY Stat § 17-19-852 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 19 - Wyoming Nonprofit Corporation Act|Article 8 - Directors and Officers|Section 17-19-852 - Mandatory Indemnification.

17-19-852. Mandatory indemnification.| Unless limited by its articles of incorporation, a corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because he is or was a director of the corporation against reasonable expenses actually incurred by the director in connection with the proceeding.
WY Stat § 17-19-853 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 19 - Wyoming Nonprofit Corporation Act|Article 8 - Directors and Officers|Section 17-19-853 - Advance for Expenses.

17-19-853. Advance for expenses.| (a) A corporation may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of final disposition of the proceeding if:  (i) The director furnishes the corporation a written undertaking, executed personally or on the director's behalf, to repay the advance if the director is not wholly successful; and  (ii) A determination is made that the facts then known to those making the determination would not preclude indemnification under this subarticle.  (b) The undertaking required by paragraph (a)(i) of this section shall be an unlimited general obligation of the director but need not be secured and may be accepted without reference to financial ability to make repayment.
WY Stat § 17-19-854 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 19 - Wyoming Nonprofit Corporation Act|Article 8 - Directors and Officers|Section 17-19-854 - Court-Ordered Indemnification.

17-19-854. Court-ordered indemnification.| Unless limited by a corporation's articles of incorporation, a director of the corporation who is a party to a proceeding may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction. On receipt of an application, the court after giving any notice the court considers necessary may order indemnification in the amount it considers proper if it determines the director is entitled to mandatory indemnification under W.S. 17-19-852, in which case the court shall also order the corporation to pay the director's reasonable expenses incurred to obtain court-ordered indemnification.