reglab/housing_qa huggingface dataset:
WY Stat § 17-16-850 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 16 - Wyoming Business Corporation Act|Article 8 - Directors and Officers|Section 17-16-850 - Subarticle Definitions.

17-16-850. Subarticle definitions.| (a) In this subarticle:  (i) "Corporation" includes any domestic or foreign predecessor entity of a corporation in a merger;  (ii) "Director" or "officer" means an individual who is or was a director or officer, respectively, of a corporation or who, while a director or officer of the corporation, is or was serving at the corporation's request as a director, officer, manager, partner, trustee, employee or agent of another entity or employee benefit plan. A director or officer is considered to be serving an employee benefit plan at the corporation's request if the individual's duties to the corporation also impose duties on, or otherwise involve services by, the individual to the plan or to participants in or beneficiaries of the plan. "Director" or "officer" includes, unless the context requires otherwise, the estate or personal representative of a director or officer;  (iii) "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 incurred with respect to a proceeding.
WY Stat § 17-16-851 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 16 - Wyoming Business Corporation Act|Article 8 - Directors and Officers|Section 17-16-851 - Permissible Indemnification.

17-16-851. Permissible indemnification.| (a) Except as otherwise provided in this section, a corporation may indemnify an individual who is a party to a proceeding because the individual is a director against liability incurred in the proceeding if:  (i)(A) The director conducted himself in good faith; and  (B) He reasonably believed that his conduct was in or at least not opposed to the corporation's best interests; and  (C) In the case of any criminal proceeding, the director had no reasonable cause to believe his conduct was unlawful; or  (ii) The director engaged in conduct for which broader indemnification has been made permissible or obligatory under a provision of the articles of incorporation, as authorized by W.S. 17-16-202(b)(v).  (b) A director's conduct with respect to an employee benefit plan for a purpose the director reasonably believed to be in the interests of the participants in and beneficiaries of the plan is conduct that satisfies the requirement of subparagraph (a)(i)(B) of this section.  (c) The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that the director did not meet the standard of conduct described in this section.  (d) Unless ordered by a court under W.S. 17-16-854(a)(iii) a corporation may not indemnify a director under this section:  (i) In connection with a proceeding by or in the right of the corporation, except for reasonable expenses incurred in connection with the proceeding if it is determined that the director has met the standard of conduct under subsection (a) of this section; or  (ii) In connection with any proceeding with respect to conduct for which he was adjudged liable on the basis that he received a financial benefit to which he was not entitled, whether or not involving action in the director's capacity.  (e) Repealed By Laws 1997, ch. 190, § 3.
WY Stat § 17-16-852 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 16 - Wyoming Business Corporation Act|Article 8 - Directors and Officers|Section 17-16-852 - Mandatory Indemnification.

17-16-852. Mandatory indemnification.| 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 was a director of the corporation against reasonable expenses incurred by the director in connection with the proceeding.
WY Stat § 17-16-853 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 16 - Wyoming Business Corporation Act|Article 8 - Directors and Officers|Section 17-16-853 - Advance for Expenses.

17-16-853. Advance for expenses.| (a) A corporation may, before final disposition of a proceeding, advance funds to pay for or reimburse the expenses incurred in connection with the proceeding by an individual who is a party to a proceeding because that individual is a member of the board of directors if he delivers to the corporation:  (i) A written affirmation of his good faith belief that the standard of conduct described in W.S. 17-16-851 has been met by the director or that the proceeding involves conduct for which liability has been eliminated under a provision of the articles of incorporation as authorized by W.S. 17-16-202(b)(iv); and  (ii) His written undertaking to repay any funds advanced if the director is not entitled to mandatory indemnification under W.S. 17-16-852 and it is ultimately determined under W.S. 17-16-854 or 17-16-855 that he has not met the standard of conduct described in W.S. 17-16-851.  (iii) Repealed By Laws 1997, ch. 190, § 3.  (b) The undertaking required by paragraph (a)(ii) of this section shall be an unlimited general obligation of the director but need not be secured and may be accepted without reference to the financial ability of the director to make repayment.  (c) Authorizations under this section shall be made:  (i) By the board of directors:  (A) If there are two (2) or more qualified directors, by a majority vote of all the qualified directors (a majority of whom shall for such purpose constitute a quorum) or by a majority of the members of a committee of two (2) or more qualified directors appointed by such a vote; or  (B) If there are fewer than two (2) qualified directors, by the vote necessary for action by the board in accordance with W.S. 17-16-824(c), in which authorization directors who are not qualified directors may participate; or  (ii) By the shareholders, but shares owned by or voted under the control of a director who at the time is not a qualified director may not be voted on the authorization.
WY Stat § 17-16-854 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 16 - Wyoming Business Corporation Act|Article 8 - Directors and Officers|Section 17-16-854 - Court-Ordered Indemnification and Advance for Expenses.

17-16-854. Court-ordered indemnification and advance for expenses.| (a) A director who is a party to a proceeding because he is a director may apply for indemnification or an advance for expenses to the court conducting the proceeding or to another court of competent jurisdiction. After receipt of an application and after giving any notice it considers necessary, the court shall:  (i) Order indemnification if the court determines that the director is entitled to mandatory indemnification under W.S. 17-16-852;  (ii) Order indemnification or advance for expenses if the court determines that the director is entitled to indemnification or advance for expenses pursuant to a provision authorized by W.S. 17-16-858(a); or  (iii) Order indemnification or advance for expenses if the court determines, in view of all the relevant circumstances, that it is fair and reasonable:  (A) To indemnify the director; or  (B) To advance expenses to the director, even if he has not met the standard of conduct set forth in W.S. 17-16-851(a), failed to comply with W.S. 17-16-853 or was adjudged liable in a proceeding referred to in W.S. 17-16-851(d)(i) or (ii), but if the director was adjudged so liable his indemnification shall be limited to expenses incurred in connection with the proceeding.  (b) If the court determines that the director is entitled to indemnification under paragraph (a)(i) of this section or to indemnification or advance for expenses under paragraph (a)(ii) of this section, it shall also order the corporation to pay the director's expenses incurred in connection with obtaining court-ordered indemnification or advance for expenses. If the court determines that the director is entitled to indemnification or advance for expenses under paragraph (a)(iii) of this section, it may also order the corporation to pay the director's expenses to obtain court-ordered indemnification or advance for expenses.
WY Stat § 17-16-855 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 16 - Wyoming Business Corporation Act|Article 8 - Directors and Officers|Section 17-16-855 - Determination and Authorization of Indemnification.

17-16-855. Determination and authorization of indemnification.| (a) A corporation may not indemnify a director under W.S. 17-16-851 unless authorized for a specific proceeding after a determination has been made that indemnification of the director is permissible because the director has met the standard of conduct set forth in W.S. 17-16-851.  (b) The determination shall be made:  (i) If there are two (2) or more qualified directors, by the board of directors by majority vote of all the qualified directors (a majority of whom shall for such purpose constitute a quorum), or by a majority of the members of a committee of two (2) or more qualified directors appointed by such a vote;  (ii) By special legal counsel:  (A) Selected in the manner prescribed in paragraph (i) of this subsection; or  (B) If there are fewer than two (2) qualified directors, selected by the board of directors (in which selection directors who are not qualified directors may participate); or  (iii) By the shareholders, but shares owned by or voted under the control of a director who at the time is not a qualified director may not be voted on the determination.  (c) Authorization of indemnification shall be made in the same manner as the determination that indemnification is permissible, except that if there are fewer than two (2) qualified directors, authorization of indemnification shall be made by those entitled under paragraph (b)(ii) of this section to select special legal counsel.
WY Stat § 17-16-856 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 16 - Wyoming Business Corporation Act|Article 8 - Directors and Officers|Section 17-16-856 - Indemnification of Officers.

17-16-856. Indemnification of officers.| (a) A corporation may indemnify and advance expenses under this subarticle to an officer of the corporation who is a party to a proceeding because he is an officer of the corporation:  (i) To the same extent as a director; and  (ii) If he is an officer but not a director, to such further extent as may be provided by the articles of incorporation, the bylaws, a resolution of the board of directors or contract, except for:  (A) Liability in connection with a proceeding by or in the right of the corporation other than for expenses incurred in connection with the proceeding; or  (B) Liability arising out of conduct that constitutes:  (I) Receipt by the officer of a financial benefit to which he is not entitled;  (II) An intentional infliction of harm on the corporation or the shareholders; or  (III) An intentional violation of criminal law.  (iii) A corporation may also indemnify and advance expenses to a current or former officer, employee or agent who is not a director to the extent, consistent with public policy, that may be provided by its articles of incorporation, bylaws, general or specific action of its board of directors or contract.  (b) The provisions of paragraph (a)(ii) of this section shall apply to an officer who is also a director if the basis on which he is made a party to the proceeding is an act or omission solely as an officer.  (c) An officer of a corporation who is not a director is entitled to mandatory indemnification under W.S. 17-16-852, and may apply to a court under W.S. 17-16-854 for indemnification or an advance for expenses, in each case to the same extent to which a director may be entitled to indemnification or advance for expenses under those provisions.
WY Stat § 17-16-857 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 16 - Wyoming Business Corporation Act|Article 8 - Directors and Officers|Section 17-16-857 - Insurance.

17-16-857. Insurance.| A corporation may purchase and maintain insurance on behalf of an individual who is a director or officer of the corporation, or who, while a director or officer of the corporation, serves at the corporation's request as a director, officer, partner, trustee, employee or agent of another domestic or foreign corporation, partnership, joint venture, trust, employee benefit plan, or other entity, against liability asserted against or incurred by the individual in that capacity or arising from his status as a director or officer whether or not the corporation would have power to indemnify or advance expenses to the individual against the same liability under this subarticle.
WY Stat § 17-16-858 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 16 - Wyoming Business Corporation Act|Article 8 - Directors and Officers|Section 17-16-858 - Variation by Corporate Action; Application of Subarticle.

17-16-858. Variation by corporate action; application of subarticle.| (a) A corporation may, by a provision in its articles of incorporation or bylaws or in a resolution adopted or a contract approved by its board of directors or shareholders, obligate itself in advance of the act or omission giving rise to a proceeding to provide indemnification in accordance with W.S. 17-16-851 or advance funds to pay for or reimburse expenses in accordance with W.S. 17-16-853. Any such obligatory provision shall be deemed to satisfy the requirements for authorization referred to in W.S. 17-16-853(c) and 17-16-855(c). Any provision that obligates the corporation to provide indemnification to the fullest extent permitted by law shall be deemed to obligate the corporation to advance funds to pay for or reimburse expenses in accordance with W.S. 17-16-853 to the fullest extent permitted by law, unless the provision specifically provides otherwise.  (b) Any provision pursuant to subsection (a) of this section shall not obligate the corporation to indemnify or advance expenses to a director of a predecessor of the corporation, pertaining to conduct with respect to the predecessor, unless otherwise specifically provided. Any provision for indemnification or advance for expenses in the articles of incorporation, bylaws, or a resolution of the board of directors or shareholders of a predecessor of the corporation in a merger or in a contract to which the predecessor is a party, existing at the time the merger takes effect, shall be governed by W.S. 17-16-1107(a)(iv).  (c) A corporation may, by provision in its articles of incorporation, limit any of the rights to indemnification or advance for expenses created by or pursuant to this subarticle.  (d) This subarticle does not limit a corporation's power to pay or reimburse expenses incurred by a director or officer in connection with his appearance as a witness in a proceeding at a time when he is not a party.  (e) This subarticle does not limit a corporation's power to indemnify, advance expenses to or provide or maintain insurance on behalf of an employee or agent.
WY Stat § 17-16-859 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 16 - Wyoming Business Corporation Act|Article 8 - Directors and Officers|Section 17-16-859 - Exclusivity of Subarticle.

17-16-859. Exclusivity of subarticle.| A corporation may provide indemnification or advance expenses to a director or an officer only as permitted by this subarticle.
WY Stat § 17-16-861 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 16 - Wyoming Business Corporation Act|Article 8 - Directors and Officers|Section 17-16-861 - Judicial Action.

17-16-861. Judicial action.| (a) A transaction effected or proposed to be effected by the corporation, or by an entity controlled by the corporation, may not be the subject of equitable relief, or give rise to an award of damages or other relief against a director of the corporation, in a proceeding by a shareholder or by or in the right of the corporation, on the ground that the director has an interest respecting the transaction, if it is not a director's conflicting interest transaction.  (b) A director's conflicting interest transaction may not be the subject of equitable relief, or give rise to an award of damages or other relief against a director of the corporation, in a proceeding by a shareholder or by or in the right of the corporation, on the ground that the director has an interest respecting the transaction, if:  (i) Directors' action respecting the transaction was taken in compliance with W.S. 17-16-862 at any time; or  (ii) Shareholders' action respecting the transaction was taken in compliance with W.S. 17-16-863 at any time; or  (iii) The transaction, judged according to the circumstances at the relevant time, is established to have been fair to the corporation.
WY Stat § 17-16-862 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 16 - Wyoming Business Corporation Act|Article 8 - Directors and Officers|Section 17-16-862 - Directors' Action.

17-16-862. Directors' action.| (a) Directors' action respecting a director's conflicting interest transaction is effective for purposes of W.S. 17-16-861(b)(i) if the transaction has been authorized by the affirmative vote of a majority, but no fewer than two (2), of the qualified directors who voted on the transaction, after required disclosure by the conflicted director of information not already known by such qualified directors, or after modified disclosure in compliance with subsection (b) of this section, provided that:  (i) The qualified directors have deliberated and voted outside the presence of and without the participation by any other director; and  (ii) Where the action has been taken by a committee, all members of the committee were qualified directors, and either:  (A) The committee was composed of all the qualified directors on the board of directors; or  (B) The members of the committee were appointed by the affirmative vote of a majority of the qualified directors on the board.  (b) Notwithstanding subsection (a) of this section, when a transaction is a director's conflicting interest transaction only because a related person described in W.S. 17-16-860(a)(v)(E) or (F) is a party to or has a material financial interest in the transaction, the conflicted director is not obligated to make required disclosure to the extent that the director reasonably believes that doing so would violate a duty imposed under law, a legally enforceable obligation of confidentiality, or a professional ethics rule, provided that the conflicted director discloses to the qualified directors voting on the transaction:  (i) All information required to be disclosed that is not so violative;  (ii) The existence and nature of the director's conflicting interest; and  (iii) The nature of the conflicted director's duty not to disclose the confidential information.  (c) A majority, but no fewer than two (2), of all the qualified directors on the board of directors, or on the committee, constitutes a quorum for purposes of action that complies with this section.  (d) Where directors' action under this section does not satisfy a quorum or voting requirement applicable to the authorization of the transaction by reason of the articles of incorporation, the bylaws or a provision of law, independent action to satisfy those authorization requirements shall be taken by the board of directors or a committee, in which action directors who are not qualified directors may participate.
WY Stat § 17-16-870 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 16 - Wyoming Business Corporation Act|Article 8 - Directors and Officers|Section 17-16-870 - Business Opportunities.

17-16-870. Business opportunities.| (a) A director's taking advantage, directly or indirectly, of a business opportunity may not be the subject of equitable relief, or give rise to an award of damages or other relief against the director, in a proceeding by or in the right of the corporation on the ground that the opportunity should have first been offered to the corporation, if before becoming legally obligated respecting the opportunity the director brings it to the attention of the corporation and:  (i) Action by qualified directors disclaiming the corporation's interest in the opportunity is taken in compliance with the procedures set forth in W.S. 17-16-862, as if the decision being made concerned a director's conflicting interest transaction; or  (ii) Shareholders' action disclaiming the corporation's interest in the opportunity is taken in compliance with the procedures set forth in W.S. 17-16-863, as if the decision being made concerned a director's conflicting interest transaction, except that, rather than making required disclosure as defined in W.S. 17-16-860, in each case the director shall have made prior disclosure to those acting on behalf of the corporation of all material facts concerning the business opportunity that are then known to the director.  (b) In any proceeding seeking equitable relief or other remedies based upon an alleged improper taking advantage of a business opportunity by a director, the fact that the director did not employ the procedure described in subsection (a) of this section before taking advantage of the opportunity shall not create an inference that the opportunity should have been first presented to the corporation or alter the burden of proof otherwise applicable to establish that the director breached a duty to the corporation in the circumstances.
WY Stat § 17-16-1001 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 16 - Wyoming Business Corporation Act|Article 10 - Amendment of Articles of Incorporation and Bylaws|Section 17-16-1001 - Authority to Amend.

17-16-1001. Authority to amend.| (a) A corporation may amend its articles of incorporation at any time to add or change a provision that is required or permitted in the articles of incorporation as of the effective date of the amendment or to delete a provision that is not required to be contained in the articles of incorporation.  (b) A shareholder of the corporation does not have a vested property right resulting from any provision in the articles of incorporation, including provisions relating to management, control, capital structure, dividend entitlement or purpose, or duration of the corporation.
WY Stat § 17-16-1002 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 16 - Wyoming Business Corporation Act|Article 10 - Amendment of Articles of Incorporation and Bylaws|Section 17-16-1002 - Amendment Before Issuance of Shares.

17-16-1002. Amendment before issuance of shares.| If a corporation has not yet issued shares, its board of directors, or its incorporators if it has no board of directors, may adopt one (1) or more amendments to the corporation's articles of incorporation.