reglab/housing_qa huggingface dataset:
WY Stat § 17-16-803 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 16 - Wyoming Business Corporation Act|Article 8 - Directors and Officers|Section 17-16-803 - Number and Election of Directors.

17-16-803. Number and election of directors.| (a) A board of directors shall consist of one (1) or more individuals, with the number specified in or fixed in accordance with the articles of incorporation or bylaws.  (b) The number of directors may be increased or decreased from time to time by amendment to, or in the manner provided in, the articles of incorporation or the bylaws.  (c) Directors are elected at the first annual shareholders' meeting and at each annual meeting thereafter unless their terms are staggered under W.S. 17-16-806.  (d) The articles of incorporation or bylaws may establish a variable range for the size of the board of directors by fixing a minimum and maximum number of directors. If a variable range is established, the number of directors may be fixed or changed from time to time within the minimum and maximum, by the shareholders or the board of directors. After shares are issued, only the shareholders may change the range for the size of the board or change from a fixed to a variable-range size board or vice versa.
WY Stat § 17-16-804 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 16 - Wyoming Business Corporation Act|Article 8 - Directors and Officers|Section 17-16-804 - Election of Directors by Certain Classes of Shareholders.

17-16-804. Election of directors by certain classes of shareholders.| If the articles of incorporation authorize dividing the shares into classes, the articles may also authorize the election of all or a specified number of directors by the holders of one (1) or more authorized classes of shares. A class or classes of shares entitled to elect one (1) or more directors is a separate voting group for purposes of the election of directors.
WY Stat § 17-16-805 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 16 - Wyoming Business Corporation Act|Article 8 - Directors and Officers|Section 17-16-805 - Terms of Directors Generally.

17-16-805. Terms of directors generally.| (a) The terms of the initial directors of a corporation expire at the first shareholders' meeting at which directors are elected.  (b) The terms of all other directors expire at the next, or if their terms are staggered in accordance with W.S. 17-16-806, at the applicable second or third, annual shareholders' meeting following their election except to the extent:  (i) Provided in W.S. 17-16-1022 if a bylaw electing to be governed by that section is in effect; or  (ii) A shorter term is specified in the articles of incorporation in the event of a director nominee failing to receive a specified vote for election.  (c) A decrease in the number of directors does not shorten an incumbent director's term.  (d) The term of a director elected to fill a vacancy expires at the next shareholders' meeting at which directors are elected.  (e) Despite the expiration of a director's term, he continues to serve until his successor is elected and qualifies or until there is a decrease in the number of directors.
WY Stat § 17-16-806 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 16 - Wyoming Business Corporation Act|Article 8 - Directors and Officers|Section 17-16-806 - Staggered Terms for Directors.

17-16-806. Staggered terms for directors.| The articles of incorporation may provide for staggering the terms of directors by dividing the total number of directors into two (2) or three (3) groups, with each group containing one-half (1/2) or one-third (1/3) of the total, as near as may be practicable. In that event, the terms of directors in the first group expire at the first annual shareholders' meeting after their election, the terms of the second group expire at the second annual shareholders' meeting after their election, and the terms of the third group, if any, expire at the third annual shareholders' meeting after their election. At each annual shareholders' meeting held thereafter, directors shall be chosen for a term of two (2) years or three (3) years, as the case may be, to succeed those whose terms expire.
WY Stat § 17-16-807 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 16 - Wyoming Business Corporation Act|Article 8 - Directors and Officers|Section 17-16-807 - Resignation of Directors.

17-16-807. Resignation of directors.| (a) A director may resign at any time by written notice or by electronic transmission delivered to the board of directors, its chairman, or to the corporation.  (b) A resignation is effective when the resignation is delivered unless the resignation specifies a later effective date or an effective date determined upon the happening of an event or events. A resignation that is conditioned upon failing to receive a specified vote for election as a director may provide that it is irrevocable.
WY Stat § 17-16-808 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 16 - Wyoming Business Corporation Act|Article 8 - Directors and Officers|Section 17-16-808 - Removal of Directors by Shareholders.

17-16-808. Removal of directors by shareholders.| (a) The shareholders may remove one (1) or more directors with or without cause unless the articles of incorporation provide that directors may be removed only for cause.  (b) If a director is elected by a voting group of shareholders, only the shareholders of that voting group may participate in the vote to remove that director.  (c) If cumulative voting is authorized, a director may not be removed if the number of votes sufficient to elect the director under cumulative voting is voted against his removal. If cumulative voting is not authorized, a director may be removed only if the number of votes cast to remove the director exceeds the number of votes cast not to remove the director.  (d) A director may be removed by the shareholders only at a meeting called for the purpose of removing the director and the meeting notice shall state that the purpose, or one (1) of the purposes, of the meeting is removal of the director.
WY Stat § 17-16-809 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 16 - Wyoming Business Corporation Act|Article 8 - Directors and Officers|Section 17-16-809 - Removal of Directors by Judicial Proceeding.

17-16-809. Removal of directors by judicial proceeding.| (a) The district court of the county where a corporation's principal office, or if none in this state, its registered office, is located may remove a director of the corporation from office in a proceeding commenced by or in the right of the corporation if the court finds that:  (i) The director engaged in fraudulent conduct with respect to the corporation or its shareholders, grossly abused the position of director, or intentionally inflicted harm on the corporation; and  (ii) Considering the director's course of conduct and the inadequacy of other available remedies, removal would be in the best interest of the corporation.  (b) A shareholder proceeding on behalf of the corporation under subsection (a) of this section shall comply with all of the requirements of W.S. 17-16-740 through 17-16-747 excluding W.S. 17-16-741(a)(i).  (c) The court in addition to removing a director may bar the director from reelection for a period prescribed by the court.  (d) Nothing in this section limits the equitable powers of the court to order other relief including, but not limited to, an award of expenses.
WY Stat § 17-16-810 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 16 - Wyoming Business Corporation Act|Article 8 - Directors and Officers|Section 17-16-810 - Vacancy on Board.

17-16-810. Vacancy on board.| (a) Unless the articles of incorporation provide otherwise, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors:  (i) The shareholders may fill the vacancy;  (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) If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders, and only the directors elected by that voting group are entitled to fill the vacancy if it is filled by the directors.  (c) A vacancy that will occur at a later date, by reason of a resignation effective at a later date under W.S. 17-16-807(b) or otherwise, may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.
WY Stat § 17-16-811 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 16 - Wyoming Business Corporation Act|Article 8 - Directors and Officers|Section 17-16-811 - Compensation of Directors.

17-16-811. Compensation of directors.| Unless the articles of incorporation or bylaws provide otherwise, the board of directors may fix the compensation of directors.
WY Stat § 17-16-820 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 16 - Wyoming Business Corporation Act|Article 8 - Directors and Officers|Section 17-16-820 - Meetings.

17-16-820. Meetings.| (a) The board of directors may hold regular or special meetings within or outside of this state.  (b) Unless the articles of incorporation or bylaws provide otherwise, the board of directors 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, including electronic transmission by which all directors participating may 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 § 17-16-821 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 16 - Wyoming Business Corporation Act|Article 8 - Directors and Officers|Section 17-16-821 - Action Without Meeting.

17-16-821. Action without meeting.| (a) Unless the articles of incorporation 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 the requisite number of members of the board. The action shall be evidenced by one (1) or more written consents describing the action taken, signed by the requisite number of directors, or shall be sent by electronic transmission by the requisite number of directors, and shall be included in the minutes or filed with the corporate records reflecting the action taken.  (b) Action taken under this section is the act of the board of directors when one (1) or more consents signed by the requisite number of directors are delivered to the corporation. The consent may specify the time at which the action taken thereunder is to be effective. A director's consent may be withdrawn by a revocation signed by the director and delivered to the corporation prior to delivery to the corporation of unrevoked written consents signed by the requisite number of directors. If action is taken by less than unanimous written consent of the directors, the corporation shall give the nonconsenting or nonvoting directors written notice of the action not more than ten (10) days after written consents sufficient to take the action have been delivered to the corporation. The notice shall reasonably describe the action taken. The requirement to give the notice shall not delay the effectiveness of actions taken by the written consent, and a failure to comply with the notice requirements shall not invalidate actions taken by written consent, provided that this subsection shall not be deemed to limit judicial power to fashion any appropriate remedy in favor of a director adversely affected by a failure to give the notice within the required time period.  (c) A consent signed under this section has the effect of action taken at a meeting of the board of directors and may be described as such in any document.
WY Stat § 17-16-822 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 16 - Wyoming Business Corporation Act|Article 8 - Directors and Officers|Section 17-16-822 - Notice of Meeting.

17-16-822. Notice of meeting.| (a) Unless the articles of incorporation or bylaws provide otherwise, regular meetings of the board of directors may be held without notice of the date, time, place or purpose of the meeting.  (b) Unless the articles of incorporation or bylaws provide for a longer or shorter period, special meetings of the board of directors shall be preceded by at least two (2) days notice of the date, time and place of the meeting. The notice need not describe the purpose of the special meeting unless required by the articles of incorporation or bylaws.
WY Stat § 17-16-823 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 16 - Wyoming Business Corporation Act|Article 8 - Directors and Officers|Section 17-16-823 - Waiver of Notice.

17-16-823. Waiver of notice.| (a) A director may waive any notice required by this act, the articles of incorporation, or bylaws before or after the date and time stated in the notice. Except as provided by 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 corporate records.  (b) A director's attendance at or participation in a meeting waives any required notice to the director of the meeting unless the director at the beginning of the meeting or promptly upon his arrival objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.
WY Stat § 17-16-824 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 16 - Wyoming Business Corporation Act|Article 8 - Directors and Officers|Section 17-16-824 - Quorum and Voting.

17-16-824. Quorum and voting.| (a) Unless the articles of incorporation or bylaws require a greater number or unless otherwise specifically provided in this act, a quorum of a board of directors consists of:  (i) A majority of the fixed number of directors if the corporation has a fixed board size; or  (ii) A majority of the number of directors prescribed, or if no number is prescribed the number in office immediately before the meeting begins, if the corporation has a variable-range size board.  (b) The articles of incorporation or bylaws may authorize a quorum of a board of directors to consist of no fewer than one-third (1/3) of the fixed or prescribed number of directors determined under subsection (a) of this section.  (c) 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 of directors unless the articles of incorporation or bylaws require the vote of a greater number of directors.  (d) The right to dissent or abstention is not available to a director who votes in favor of the action taken. A director who is present at a meeting of the board of directors or a committee of the board of directors when corporate action is taken is deemed to have assented to the action taken unless:  (i) The director objects at the beginning of the meeting or promptly upon his arrival to holding the meeting or transacting business at the meeting;  (ii) The director's dissent or abstention from the action taken is entered in the minutes of the meeting; or  (iii) The director delivers written notice of his dissent or abstention to the presiding officer of the meeting before its adjournment or to the corporation immediately after adjournment of the meeting.
WY Stat § 17-16-825 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 16 - Wyoming Business Corporation Act|Article 8 - Directors and Officers|Section 17-16-825 - Committees.

17-16-825. Committees.| (a) Unless this act, the articles of incorporation or bylaws provide otherwise, a board of directors may create one (1) or more committees and appoint one (1) or more members of the board of directors to serve on any committee.  (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 of incorporation or bylaws to take action under W.S. 17-16-824.  (c) W.S. 17-16-820 through 17-16-824 apply to committees and their members as well.  (d) To the extent specified by the board of directors or in the articles of incorporation or bylaws, each committee may exercise the authority of the board of directors under W.S. 17-16-801.  (e) A committee may not, unless specifically authorized by the board of directors:  (i) Authorize or approve distributions except according to a formula or method, or within limits, prescribed by the board of directors;  (ii) Approve or propose to shareholders action that this act requires to be approved by shareholders;  (iii) Fill vacancies on the board of directors or, subject to subsection (g) of this section, on any of its committees;  (iv) Adopt, amend or repeal 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. 17-16-830.  (g) The board of directors may appoint one (1) or more directors as alternate members of any committee to replace any absent or disqualified member during the member's absence or disqualification. Unless the articles of incorporation or the bylaws or the resolution creating the committee provide otherwise, in the event of the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, unanimously, may appoint another director to act in place of the absent or disqualified member.
WY Stat § 17-16-833 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 16 - Wyoming Business Corporation Act|Article 8 - Directors and Officers|Section 17-16-833 - Director's Liability for Unlawful Distributions.

17-16-833. Director's liability for unlawful distributions.| (a) A director who votes for or assents to a distribution in excess of what may be authorized and made pursuant to W.S. 17-16-640 or 17-16-1409(a) is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating W.S. 17-16-640 or 17-16-1409(a) if the party asserting liability establishes that when taking the action the director did not comply with W.S. 17-16-830.  (b) A director held liable under subsection (a) of this section for an unlawful distribution is entitled to:  (i) Contribution from every other director who could be held liable under subsection (a) of this section for the unlawful distribution; and  (ii) Recoupment from each shareholder of the pro-rata portion of the amount of the unlawful distribution the shareholder accepted knowing the distribution was made in violation of W.S. 17-16-640 or 17-16-1409(a).  (c) A proceeding to enforce:  (i) The liability of a director under subsection (a) of this section is barred unless it is commenced within two (2) years after the date:  (A) On which the effect of the distribution was measured under W.S. 17-16-640(e) or (g);  (B) As of which the violation of W.S. 17-16-640(a) occurred as the consequence of disregard of a restriction in the articles of incorporation; or  (C) On which the distribution of assets to shareholders under W.S. 17-16-1409(a) was made.  (ii) Contribution or recoupment under subsection (b) of this section is barred unless it is commenced within one (1) year after the liability of the claimant has been finally adjudicated under subsection (a) of this section.
WY Stat § 17-16-840 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 16 - Wyoming Business Corporation Act|Article 8 - Directors and Officers|Section 17-16-840 - Required Officers.

17-16-840. Required officers.| (a) A corporation has the officers described in its bylaws or appointed by the board of directors in accordance with the bylaws.  (b) The board of directors may elect individuals to fill one (1) or more offices of the corporation. An officer may appoint one (1) or more officers if authorized by the bylaws or the board of directors.  (c) The bylaws or the board of directors shall assign to one (1) of the officers responsibility for preparing minutes of the directors' and shareholders' meetings and for maintaining and authenticating records of the corporation required to be kept under W.S. 17-16-1601(a) and (e).  (d) The same individual may simultaneously hold more than one (1) office in a corporation.
WY Stat § 17-16-841 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 16 - Wyoming Business Corporation Act|Article 8 - Directors and Officers|Section 17-16-841 - Functions of Officers.

17-16-841. Functions of officers.| Each officer has the authority and shall perform the functions set forth in the bylaws or, to the extent consistent with the bylaws, the functions prescribed by the board of directors or by direction of an officer authorized by the board of directors to prescribe the functions of other officers.
WY Stat § 17-16-843 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 16 - Wyoming Business Corporation Act|Article 8 - Directors and Officers|Section 17-16-843 - Resignation and Removal of Officers.

17-16-843. 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 delivered unless the notice specifies a later effective time. If a resignation is made effective at a later time and the board or appointing officer accepts the future effective time, the board or appointing officer may fill the pending vacancy before the effective time if the board or appointing officer provides that the successor does not take office until the effective time.  (b) An officer may be removed at any time with or without cause by:  (i) The board of directors;  (ii) The officer who appointed such officer, unless the bylaws or the board of directors provide otherwise; or  (iii) Any other officer if authorized by the bylaws or the board of directors.  (c) In this section, "appointing officer" means the officer, including any successor to that officer, who appointed the officer resigning or being removed.
WY Stat § 17-16-844 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 16 - Wyoming Business Corporation Act|Article 8 - Directors and Officers|Section 17-16-844 - Contract Rights of Officers.

17-16-844. 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.