reglab/statecodes huggingface dataset:
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 19 - Wyoming Nonprofit Corporation Act › Article 7 - Members' Meetings and Voting › Section 17-19-701 - Annual and Regular Meetings.

17-19-701. Annual and regular meetings.
(a) A corporation with members shall hold a membership meeting annually at a time stated in or fixed in accordance with the bylaws.
(b) A corporation with members may hold regular membership meetings at the times stated in or fixed in accordance with the bylaws.
(c) Annual and regular membership meetings may be held in or out of this state at the place stated in or fixed in accordance with the bylaws. If no place is stated in or fixed in accordance with the bylaws, annual and regular meetings shall be held at the corporation's principal office.
(d) At the annual meeting:
(i) The president and chief financial officer shall report on the activities and financial condition of the corporation; and
(ii) The members shall consider and act upon such other matters as may be raised consistent with the notice requirements of W.S. 17-19-705 and 17-19-723(b).
(e) At regular meetings the members shall consider and act upon such matters as may be raised consistent with the notice requirements of W.S. 17-19-705 and 17-19-723(b).
(f) The failure to hold an annual or regular meeting at a time stated in or fixed in accordance with a corporation's bylaws does not affect the validity of any corporate action.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 19 - Wyoming Nonprofit Corporation Act › Article 7 - Members' Meetings and Voting › Section 17-19-702 - Special Meeting.

17-19-702. Special meeting.
(a) A corporation with members shall hold a special meeting of members:
(i) On call of its board or the person or persons authorized to do so by the articles or bylaws; or
(ii) Except as provided in the articles or bylaws of a religious corporation if the holders of at least five percent (5%) of the voting power of any corporation sign, date, and deliver to any corporate officer one (1) or more written demands for the meeting describing the purpose or purposes for which it is to be held.
(b) The close of business on the 30th day before delivery of the demand or demands for a special meeting to any corporate officer is the record date for the purpose of determining whether the five percent (5%) requirement of subsection (a) of this section has been met.
(c) If a notice for a special meeting demanded under paragraph (a)(ii) of this section is not given pursuant to W.S. 17-19-705 within thirty (30) days after the date the written demand or demands are delivered to a corporate officer, regardless of the requirements of subsection (d) of this section, a person signing the demand or demands may set the time and place of the meeting and give notice pursuant to W.S. 17-19-705.
(d) Special meetings of members may be held in or out of this state at the place stated in or fixed in accordance with the bylaws. If no place is stated or fixed in accordance with the bylaws, special meetings shall be held at the corporation's principal office.
(e) Only those matters that are within the purpose or purposes described in the meeting notice required by W.S. 17-19-705 shall be conducted at a special meeting of members.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 19 - Wyoming Nonprofit Corporation Act › Article 7 - Members' Meetings and Voting › Section 17-19-703 - Court-Ordered Meeting.

17-19-703. Court-ordered meeting.
(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 summarily order a meeting to be held:
(i) On application of any member or other person entitled to participate in an annual or regular meeting, and in the case of a public benefit corporation, the attorney general, if an annual meeting was not held within fifteen (15) months after its last annual meeting;
(ii) On application of any member or other person entitled to participate in a regular meeting, and in the case of a public benefit corporation, the attorney general, if a regular meeting is not held within forty (40) days after the date it was required to be held; or
(iii) On application of a member who signed a demand for a special meeting valid under W.S. 17-19-702, a person or persons entitled to call a special meeting and, in the case of a public benefit corporation, the attorney general, if:
(A) Notice of the special meeting was not given within thirty (30) days after the date the demand was delivered to a corporate officer; or
(B) The special meeting was not held in accordance with the notice.
(b) The court may fix the time and place of the meeting, specify a record date for determining members entitled to notice of and to vote at the meeting, prescribe the form and content of the meeting notice, fix the quorum required for specific matters to be considered at the meeting or direct that the votes represented at the meeting constitute a quorum for action on those matters, and enter other orders necessary to accomplish the purpose or purposes of the meeting.
(c) If the court orders a meeting, it may also order the corporation to pay the member's costs, including reasonable counsel fees, incurred to obtain the order.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 19 - Wyoming Nonprofit Corporation Act › Article 7 - Members' Meetings and Voting › Section 17-19-704 - Action by Written Consent.

17-19-704. Action by written consent.
(a) Unless limited or prohibited by the articles or bylaws, action required or permitted by this act to be taken at a members' meeting may be taken without a meeting if notice of the proposed action is given to all voting members and the action is approved by ninety percent (90%) of the members entitled to vote on the action. The action shall be evidenced by one (1) or more written consents describing the action approved, signed either manually or in facsimile, by the requisite number of members entitled to vote on the action, and delivered to the corporation for inclusion in the minutes or filing with the corporate records.
(b) If not otherwise determined under W.S. 17-19-703 or 17-19-707, the record date for determining members entitled to take action without a meeting is the date the first member signs the consent under subsection (a) of this section.
(c) A consent signed under this section has the effect of a meeting vote and may be described as such in any document filed with the secretary of state.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 19 - Wyoming Nonprofit Corporation Act › Article 7 - Members' Meetings and Voting › Section 17-19-705 - Notice of Meeting.

17-19-705. Notice of meeting.
(a) A corporation shall give notice consistent with its bylaws of meetings of members in a fair and reasonable manner.
(b) Any notice that conforms to the requirements of subsection (c) of this section is fair and reasonable, but other means of giving notice may also be fair and reasonable when all the circumstances are considered; provided, however, that notice of matters referred to in paragraph (c)(ii) of this section shall be given as provided in subsection (c) of this section.
(c) Notice is fair and reasonable if:
(i) The corporation notifies its members of the place, date and time of each annual, regular and special meeting of members no fewer than ten (10) nor more than sixty (60) days before the meeting date;
(ii) Notice of an annual or regular meeting includes a description of any matter or matters that shall be approved by the members under W.S. 17-19-831, 17-19-856, 17-19-1003, 17-19-1021, 17-19-1104, 17-19-1202, 17-19-1401 or 17-19-1402; and
(iii) Notice of a special meeting includes a description of the matter or matters for which the meeting is called.
(d) Unless the bylaws require otherwise, if an annual, regular or special meeting of members is adjourned to a different date, time or place, notice need not be given of the new date, time or place, if the new date, time or place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or shall be fixed under W.S. 17-19-707, however, notice of the adjourned meeting shall be given under this section to the members of record as of the new record date.
(e) When giving notice of an annual, regular or special meeting of members, a corporation shall give notice of a matter a member intends to raise at the meeting if:
(i) Requested in writing to do so by a person entitled to call a special meeting; and
(ii) The request is received by the secretary or president of the corporation at least ten (10) days before the corporation gives notice of the meeting.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 19 - Wyoming Nonprofit Corporation Act › Article 7 - Members' Meetings and Voting › Section 17-19-706 - Waiver of Notice.

17-19-706. Waiver of notice.
(a) A member may waive any notice required by this act, the articles, or bylaws before or after the date and time stated in the notice. The waiver shall be in writing, be signed manually or in facsimile by the member entitled to the notice, and be delivered to the corporation for inclusion in the minutes or filing with the corporate records.
(b) A member's attendance at a meeting:
(i) Waives objection to lack of notice or defective notice of the meeting, unless the member at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; and
(ii) Waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the member objects to considering the matter when it is presented.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 19 - Wyoming Nonprofit Corporation Act › Article 7 - Members' Meetings and Voting › Section 17-19-707 - Record Date; Determining Members Entitled to Notice and Vote.

17-19-707. Record date; determining members entitled to notice and vote.
(a) The bylaws of a corporation may fix or provide the manner of fixing a date as the record date for determining the members entitled to notice of a members' meeting. If the bylaws do not fix or provide for fixing a record date, the board may fix a future date as the record date. If no record date is fixed, members at the close of business on the business day preceding the day on which notice is given, or if notice is waived, at the close of business on the business day preceding the day on which the meeting is held, are entitled to notice of the meeting.
(b) The bylaws of a corporation may fix or provide the manner of fixing a date as the record date for determining the members entitled to vote at a members' meeting. If the bylaws do not fix or provide for fixing a record date, the board may fix a future date as the record date. If no record date is fixed, members on the date of the meeting who are otherwise eligible to vote are entitled to vote at the meeting.
(c) The bylaws may fix or provide the manner for determining a date as the record date for the purpose of determining the members entitled to exercise any rights in respect of any other lawful action. If the bylaws do not fix or provide for fixing a record date, the board may fix in advance a record date. If no record date is fixed, members at the close of business on the day on which the board adopts the resolution relating thereto, or the 60th day prior to the date of such other action, whichever is later, are entitled to exercise rights.
(d) A record date fixed under this section shall not be more than seventy (70) days before the meeting or action requiring a determination of members occurs.
(e) A determination of members entitled to notice of or to vote at a membership meeting is effective for any adjournment of the meeting unless the board fixes a new date for determining the right to notice or the right to vote, which it shall do if the meeting is adjourned to a date more than seventy (70) days after the record date for determining members entitled to notice of the original meeting.
(f) If a court orders a meeting adjourned to a date more than one hundred twenty (120) days after the date fixed for the original meeting, it may provide that the original record date for notice or voting continues in effect or it may fix a new record date for notice or voting.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 19 - Wyoming Nonprofit Corporation Act › Article 7 - Members' Meetings and Voting › Section 17-19-708 - Action by Written Ballot.

17-19-708. Action by written ballot.
(a) Unless prohibited or limited by the articles or bylaws, any action that may be taken at any annual, regular or special meeting of members may be taken without a meeting if the corporation delivers a written ballot to every member entitled to vote on the matter.
(b) A written ballot shall:
(i) Set forth each proposed action; and
(ii) Provide an opportunity to vote for or against each proposed action.
(c) Approval by written ballot pursuant to this section shall be valid only when the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.
(d) All solicitations for votes by written ballot shall:
(i) Indicate the number of responses needed to meet the quorum requirements;
(ii) State the percentage of approvals necessary to approve each matter other than election of directors; and
(iii) Specify the time by which a ballot shall be received by the corporation in order to be counted.
(e) Except as otherwise provided in the articles or bylaws, a written ballot shall not be revoked.
B. Voting
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 19 - Wyoming Nonprofit Corporation Act › Article 7 - Members' Meetings and Voting › Section 17-19-720 - Members' List for Meeting.

17-19-720. Members' list for meeting.
(a) After fixing a record date for a notice of a meeting, a corporation shall prepare an alphabetical list of the names of all its members who are entitled to notice of the meeting. The list shall show the address and number of votes each member is entitled to vote at the meeting. The corporation shall prepare on a current basis through the time of the membership meeting a list of members, if any, who are entitled to vote at the meeting, but not entitled to notice of the meeting. This list shall be prepared on the same basis and be part of the list of members.
(b) The list of members shall be available for inspection by any member for the purpose of communication with other members concerning the meeting, beginning two (2) business days after notice is given of the meeting for which the list was prepared and continuing through the meeting, at the corporation's principal office or at a reasonable place identified in the meeting notice in the city where the meeting will be held. A member, a member's agent or attorney is entitled on written demand to inspect and, subject to the limitations of W.S. 17-19-1602(c) and 17-19-1605, to copy the list, at a reasonable time and at the member's expense, during the period it is available for inspection.
(c) The corporation shall make the list of members available at the meeting, and any member, a member's agent or attorney is entitled to inspect the list at any time during the meeting or any adjournment.
(d) If the corporation refuses to allow a member, a member's agent or attorney to inspect the list of members before or at the meeting, or copy the list as permitted by subsection (b) of this section, the district court of the county where a corporation's principal office, or if none in this state, its registered office is located, on application of the member, may summarily order the inspection or copying at the corporation's expense and may postpone the meeting for which the list was prepared until the inspection or copying is complete and may order the corporation to pay the member's costs, including reasonable counsel fees, incurred to obtain the order.
(e) Unless a written demand to inspect and copy a membership list has been made under subsection (b) of this section prior to the membership meeting and a corporation improperly refuses to comply with the demand, refusal or failure to comply with this section does not affect the validity of action taken at the meeting.
(f) The articles or bylaws of a religious corporation may limit or abolish the rights of a member under this section to inspect and copy any corporate record.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 19 - Wyoming Nonprofit Corporation Act › Article 7 - Members' Meetings and Voting › Section 17-19-721 - Voting Entitlement Generally.

17-19-721. Voting entitlement generally.
(a) Unless the articles or bylaws provide otherwise, each member is entitled to one (1) vote on each matter voted on by the members.
(b) Unless the articles or bylaws provide otherwise, if a membership stands of record in the names of two (2) or more persons, their acts with respect to voting shall have the following effect:
(i) If only one (1) votes, such act binds all; and
(ii) If more than one (1) votes, the vote shall be divided on a pro rata basis.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 19 - Wyoming Nonprofit Corporation Act › Article 7 - Members' Meetings and Voting › Section 17-19-722 - Quorum Requirements.

17-19-722. Quorum requirements.
(a) Unless this act, the articles or bylaws provide for a higher or lower quorum, ten percent (10%) of the votes entitled to be cast on a matter shall be represented at a meeting of members to constitute a quorum on that matter.
(b) A bylaw amendment to decrease the quorum for any member action may be approved by the members or, unless prohibited by the bylaws, by the board.
(c) A bylaw amendment to increase the quorum required for any member action shall be approved by the members.
(d) Unless one-third (1/3) or more of the voting power is present in person or by proxy, the only matters that can be voted upon at an annual or regular meeting of members are those matters that are described in the meeting notice.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 19 - Wyoming Nonprofit Corporation Act › Article 7 - Members' Meetings and Voting › Section 17-19-723 - Voting Requirements.

17-19-723. Voting requirements.
(a) Unless this act, the articles or the bylaws require a greater vote or voting by class, if a quorum is present, the affirmative vote of the votes represented and voting (which affirmative votes also constitute a majority of the required quorum) is the act of the members.
(b) A bylaw amendment to increase or decrease the vote required for any member action shall be approved by the members.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 19 - Wyoming Nonprofit Corporation Act › Article 7 - Members' Meetings and Voting › Section 17-19-724 - Proxies.

17-19-724. Proxies.
(a) As used in this act and in this section:
(i) "Appointment" means the grant of authority to vote;
(ii) "Appointment form" means the document appointing the proxy;
(iii) "Proxy" means the person to whom the authority to vote is granted.
(b) Unless the articles or bylaws prohibit or limit proxy voting, a member may appoint a proxy to vote or otherwise act for the member by signing an appointment form either personally or by an attorney-in-fact.
(c) An appointment of a proxy is effective when received by the secretary or other officer or agent authorized to tabulate votes. An appointment is valid for eleven (11) months unless a different period is expressly provided in the appointment form; provided however that no proxy shall be valid for more than three (3) years from its date of execution.
(d) An appointment of a proxy is revocable by the member.
(e) The death or incapacity of the member appointing a proxy does not affect the right of the corporation to accept the proxy's authority unless notice of the death or incapacity is received by the secretary or other officer or agent authorized to tabulate votes before the proxy exercises authority under the appointment.
(f) Appointment of a proxy is revoked by the person appointing the proxy:
(i) Attending any meeting and voting in person; or
(ii) Signing and delivering to the secretary or other officer or agent authorized to tabulate proxy votes either a writing stating that the appointment of the proxy is revoked or a subsequent appointment form.
(g) Subject to W.S. 17-19-727 and any express limitation on the proxy's authority appearing on the face of the appointment form, a corporation is entitled to accept the proxy's vote or other action as that of the member making the appointment.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 19 - Wyoming Nonprofit Corporation Act › Article 7 - Members' Meetings and Voting › Section 17-19-725 - Cumulative Voting for Directors.

17-19-725. Cumulative voting for directors.
(a) If the articles or bylaws provide for cumulative voting by members, members may so vote, by multiplying the number of votes the members 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.
(b) Cumulative voting is not authorized at a particular meeting unless:
(i) The meeting notice or statement accompanying the notice states that cumulative voting will take place; or
(ii) A member gives notice during the meeting and before the vote is taken of the member's intent to cumulate votes, and if one (1) member gives this notice all other members participating in the election are entitled to cumulate their votes without giving further notice.
(c) A director elected by cumulative voting may be removed by the members without cause if the requirements of W.S. 17-19-808 are met unless the votes cast against removal, or not consenting in writing to removal, would be sufficient to elect the director if voted cumulatively at an election at which the same total number of votes were cast (or, if such action is taken by written ballot, all memberships entitled to vote were voted) and the entire number of directors authorized at the time of the director's most recent election were then being elected.
(d) Members shall not cumulatively vote if the directors and members are identical.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 19 - Wyoming Nonprofit Corporation Act › Article 7 - Members' Meetings and Voting › Section 17-19-726 - Other Methods of Electing Directors.

17-19-726. Other methods of electing directors.
(a) A corporation may provide in its articles or bylaws for election of directors by members or delegates:
(i) On the basis of chapter or other organizational unit;
(ii) By region or other geographic unit;
(iii) By preferential voting; or
(iv) By any other reasonable method.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 19 - Wyoming Nonprofit Corporation Act › Article 7 - Members' Meetings and Voting › Section 17-19-727 - Corporation's Acceptance of Votes.

17-19-727. Corporation's acceptance of votes.
(a) If the name signed on a vote, consent, waiver or proxy appointment corresponds to the name of a member, 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 member.
(b) If the name signed on a vote, consent, waiver or proxy appointment does not correspond to the record name of a member, 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 member if:
(i) The member is an entity and the name signed purports to be that of an officer or agent of the entity;
(ii) The name signed purports to be that of an attorney-in-fact of the member and if the corporation requests, evidence acceptable to the corporation of the signatory's authority to sign for the member has been presented with respect to the vote, consent, waiver or proxy appointment;
(iii) Two (2) or more persons hold the membership as cotenants or fiduciaries and the name signed purports to be the name of at least one (1) of the coholders and the person signing appears to be acting on behalf of all the coholders; and
(iv) In the case of a mutual benefit corporation:
(A) The name signed purports to be that of an administrator, executor, guardian or conservator representing the member 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;
(B) The name signed purports to be that of a receiver or trustee in bankruptcy of the member, 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.
(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 member.
(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 are not liable in damages to the member 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 is valid unless a court of competent jurisdiction determines otherwise.
(f) In the case where a member is an entity or where approval is required by a third party which is an entity, the corporation is entitled to accept the vote provided the individual who casts the vote for the entity presents the corporation with a written resolution or other written authorization to vote for the entity.
C. Voting Agreements
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 19 - Wyoming Nonprofit Corporation Act › Article 7 - Members' Meetings and Voting › Section 17-19-730 - Voting Agreements.

17-19-730. Voting agreements.
(a) Two (2) or more members may provide for the manner in which they will vote by signing an agreement for that purpose. Agreements under this section may be valid for a period of up to ten (10) years. For public benefit corporations such agreements shall have a reasonable purpose not inconsistent with the corporation's public or charitable purposes.
(b) A voting agreement created under this section is specifically enforceable.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 19 - Wyoming Nonprofit Corporation Act › Article 8 - Directors and Officers › Section 17-19-801 - Requirement for and Duties of Board.

17-19-801. Requirement for and duties of board.
(a) Each corporation shall have a board of directors.
(b) Except as provided in this act or subsection (c) of this section, all corporate powers shall be exercised by or under the authority of, and the affairs of the corporation managed under the direction of, its board.
(c) The articles may authorize a person or persons to exercise some or all of the powers which would otherwise be exercised by a board. To the extent so authorized any such person or persons shall have the duties and responsibilities of the directors, and the directors shall be relieved to that extent from such duties and responsibilities.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 19 - Wyoming Nonprofit Corporation Act › Article 8 - Directors and Officers › Section 17-19-803 - Number of Directors.

17-19-803. Number of directors.
(a) A board of directors shall consist of three (3) or more individuals, with the number specified in or fixed in accordance with the articles or bylaws.
(b) The number of directors may be increased or decreased, but to no fewer than three (3), from time to time by amendment to or in the manner prescribed in the articles or bylaws.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 19 - Wyoming Nonprofit Corporation Act › Article 8 - Directors and Officers › Section 17-19-804 - Election, Designation and Appointment of Directors.

17-19-804. Election, designation and appointment of directors.
(a) If the corporation has members, all the directors, except the initial directors, shall be elected at the first annual meeting of members, and at each annual meeting thereafter, unless the articles or bylaws provide some other time or method of election, or provide that some of the directors are appointed by some other person or designated.
(b) If the corporation does not have members, all the directors, except the initial directors, shall be elected, appointed or designated as provided in the articles or bylaws. If no method of designation or appointment is set forth in the articles or bylaws, the directors, other than the initial directors, shall be elected by the board.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 19 - Wyoming Nonprofit Corporation Act › Article 8 - Directors and Officers › Section 17-19-805 - Terms of Directors Generally.

17-19-805. Terms of directors generally.
(a) The articles or bylaws shall specify the terms of directors. Except for designated or appointed directors, the terms of directors shall not exceed five (5) years. In the absence of any term specified in the articles or bylaws, the term of each director shall be one (1) year. Directors may be elected for successive terms.
(b) A decrease in the number of directors or term of office does not shorten an incumbent director's term.
(c) Except as provided in the articles or bylaws:
(i) The term of a director filling a vacancy in the office of a director elected by members expires at the next election of directors by members; and
(ii) The term of a director filling any other vacancy expires at the end of the unexpired term that the director is filling.
(d) Despite the expiration of a director's term, the director continues to serve until the director's successor is elected, designated or appointed and qualifies, or until there is a decrease in the number of directors.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 19 - Wyoming Nonprofit Corporation Act › Article 8 - Directors and Officers › Section 17-19-806 - Staggered Terms for Directors.

17-19-806. Staggered terms for directors.
The articles or bylaws may provide for staggering the terms of directors by dividing the total number of directors into groups. The terms of office of the several groups need not be uniform.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 19 - Wyoming Nonprofit Corporation Act › Article 8 - Directors and Officers › Section 17-19-807 - Resignation of Directors.

17-19-807. Resignation of directors.
(a) A director may resign at any time by delivering written notice, signed either manually or in facsimile, to the board of directors, its presiding officer or to the president or secretary.
(b) A resignation is effective when the notice is effective unless the notice specifies a later effective date. If a resignation is made effective at a later date, the board may fill the pending vacancy before the effective date if the board provides that the successor does not take office until the effective date.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 19 - Wyoming Nonprofit Corporation Act › Article 8 - Directors and Officers › Section 17-19-808 - Removal of Directors Elected by Members or Directors.

17-19-808. Removal of directors elected by members or directors.
(a) The members may remove one (1) or more directors elected by them without cause.
(b) If a director is elected by a class, chapter or other organizational unit or by region or other geographic grouping, the director may be removed only by the members of that class, chapter, unit or grouping.
(c) Except as provided in subsection (j) of this section, a director may be removed under subsection (a) or (b) of this section only if the number of votes cast to remove the director would be sufficient to elect the director at a meeting to elect directors.
(d) If cumulative voting is authorized, a director may not be removed if the number of votes, or if the director was elected by a class, chapter, unit or grouping of members, the number of votes of that class, chapter, unit or grouping, sufficient to elect the director under cumulative voting is voted against the director's removal.
(e) A director elected by members may be removed by the members 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.
(f) In computing whether a director is protected from removal under subsections (b) through (d) of this section, it should be assumed that the votes against removal are cast in an election for the number of directors of the class to which the director to be removed belonged on the date of that director's election.
(g) An entire board of directors may be removed under subsections (a) through (e) of this section.
(h) A director elected by the board may be removed without cause by the vote of two-thirds (2/3) of the directors then in office or any greater number as is set forth in the articles or bylaws; provided, however, that a director elected by the board to fill the vacancy of a director elected by the members may be removed without cause by the members, but not by the board.
(j) If, at the beginning of a director's term on the board, the articles or bylaws provide that the director may be removed for missing a specified number of board meetings, the board may remove the director for failing to attend the specified number of meetings. The director may be removed only if a majority of the directors then in office vote for the removal.
(k) The articles or bylaws of a religious corporation may:
(i) Limit the application of this section; and
(ii) Set forth the vote and procedures by which the board or any person may remove with or without cause a director elected by the members or the board.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
C. Standards of Conduct
2023 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.
2023 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.
D. Officers
2023 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.