reglab/statecodes huggingface dataset:
2023 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.
2023 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.
2023 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.
E. Indemnification
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
F. Directors' Conflicting Interest Transactions
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 10 - Amendment of Articles of Incorporation and Bylaws › Section 17-16-1003 - Amendment by Board of Directors and Shareholders.

17-16-1003. Amendment by board of directors and shareholders.
(a) If a corporation has issued shares, an amendment to the articles of incorporation shall be adopted in the following manner:
(i) The proposed amendment shall be adopted by the board of directors;
(ii) Except as provided in W.S. 17-16-1005, 17-16-1007 and 17-16-1008, after adopting the proposed amendment the board of directors shall submit the amendment to the shareholders for their approval. The board of directors shall also transmit to the shareholders a recommendation that the shareholders approve the amendment, unless the board of directors makes a determination that because of conflict of interest or other special circumstances it should not make such a recommendation in which case the board of directors shall transmit the basis for that determination to the shareholders;
(iii) The board of directors may condition its submission of the amendment to the shareholders on any basis;
(iv) If the amendment is required to be approved by the shareholders and the approval is to be given at a meeting, the corporation shall notify each shareholder, whether or not entitled to vote, of the shareholders' meeting at which the amendment is to be submitted for approval. The notice shall state that the purpose, or one (1) of the purposes, of the meeting is to consider the amendment and shall contain or be accompanied by a copy of the amendment;
(v) Unless the articles of incorporation, or the board of directors acting pursuant to paragraph (iii) of this subsection require a greater vote or a greater number of shares to be present, approval of the amendment requires the approval of the shareholders at a meeting at which a quorum exists, and, if any class or series of shares is entitled to vote as a separate group on the amendment, except as provided in W.S. 17-16-1004(c), the approval of each such separate voting group at a meeting at which a quorum of the voting group exists.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 10 - Amendment of Articles of Incorporation and Bylaws › Section 17-16-1004 - Voting on Amendments by Voting Groups.

17-16-1004. Voting on amendments by voting groups.
(a) If a corporation has more than one (1) class of shares outstanding, the holders of the outstanding shares of a class are entitled to vote as a separate voting group, if shareholder voting is otherwise required by this act, on a proposed amendment to the articles of incorporation if the amendment would:
(i) Effect an exchange or reclassification of all or part of the shares of the class into shares of another class;
(ii) Effect an exchange or reclassification, or create the right of exchange, of all or part of the shares of another class into shares of the class;
(iii) Change the rights, preferences, or limitations of all or part of the shares of the class;
(iv) Change the shares of all or part of the class into a different number of shares of the same class;
(v) Create a new class of shares having rights or preferences with respect to distributions or to dissolution that are prior or superior to the shares of the class;
(vi) Increase the rights, preferences, or number of authorized shares of any class that, after giving effect to the amendment, have rights or preferences with respect to distributions or to dissolution that are prior or superior to the shares of the class;
(vii) Limit or deny any existing preemptive right of all or part of the shares of the class; or
(viii) Cancel or otherwise affect rights to distributions that have accumulated but not yet been authorized on all or part of the shares of the class.
(b) If a proposed amendment would affect a series of a class of shares in one (1) or more of the ways described in subsection (a) of this section, the holders of shares of that series are entitled to vote as a separate voting group on the proposed amendment.
(c) If a proposed amendment that entitles two (2) or more classes or series of shares to vote as separate voting groups under this section would affect those two (2) or more classes or series in the same or a substantially similar way, the holders of shares of all the classes or series so affected shall vote together as a single voting group on the proposed amendment, unless otherwise provided in the articles of incorporation or required by the board of directors.
(d) A class or series of shares is entitled to the voting rights granted by this section although the articles of incorporation provide that the shares are nonvoting shares.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 10 - Amendment of Articles of Incorporation and Bylaws › Section 17-16-1005 - Amendment by Board of Directors.

17-16-1005. Amendment by board of directors.
(a) Unless the articles of incorporation provide otherwise, a corporation's board of directors may adopt amendments to the corporation's articles of incorporation without shareholder approval:
(i) To extend the duration of the corporation if it was incorporated at a time when limited duration was required by law;
(ii) To delete the names and addresses of the initial directors;
(iii) To delete the name and address of the initial registered agent or registered office, if a statement of change is on file with the secretary of state;
(iv) If the corporation has only one (1) class of shares outstanding:
(A) To change each issued and unissued authorized share of the class into a greater number of whole shares of that class; or
(B) To increase the number of authorized shares of the class to the extent necessary to permit the issuance of shares as a share dividend.
(v) To change the corporate name by substituting the word "corporation," "incorporated," "company," "limited," or the abbreviation "corp.," "inc.," "co.," or "ltd.," for a similar word or abbreviation in the name, or by adding, deleting, or changing a geographical attribution for the name;
(vi) To reflect a reduction in authorized shares, as a result of the operation of W.S. 17-16-631(b), when the corporation has acquired its own shares and the articles of incorporation prohibit the reissue of the acquired shares;
(vii) To delete a class of shares from the articles of incorporation, as a result of the operation of W.S. 17-16-631(b), when there are no remaining shares of the class because the corporation has acquired all shares of the class and the articles of incorporation prohibit the reissue of the acquired shares; or
(viii) To make any change expressly permitted by W.S. 17-16-602(a) or (b) to be made without shareholder approval.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 10 - Amendment of Articles of Incorporation and Bylaws › Section 17-16-1006 - Articles of Amendment.

17-16-1006. Articles of amendment.
(a) After an amendment to the articles of incorporation has been adopted and approved in the manner required by this act and by the articles of incorporation, the corporation shall deliver to the secretary of state for filing articles of amendment setting forth:
(i) The name of the corporation;
(ii) The text of each amendment adopted;
(iii) If an amendment provides for an exchange, reclassification, or cancellation of issued shares, provisions for implementing the amendment if not contained in the amendment itself which may be made dependent upon facts objectively ascertainable outside the articles of amendment;
(iv) The date of each amendment's adoption; and
(v) If an amendment:
(A) Was adopted by the incorporators or board of directors without shareholder approval, a statement that the amendment was duly approved by the incorporators or by the board of directors as the case may be and that shareholder approval was not required; or
(B) Required approval by the shareholders, a statement that the amendment was duly approved by the shareholders in the manner required by this act and by the articles of incorporation;
(C) Reserved.
(vi) Repealed By Laws 2010, Ch. 82, 2.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 10 - Amendment of Articles of Incorporation and Bylaws › Section 17-16-1007 - Restated Articles of Incorporation.

17-16-1007. Restated articles of incorporation.
(a) A corporation's board of directors may restate its articles of incorporation at any time with or without shareholder approval, to consolidate all amendments into a single document.
(b) If the restated articles include one (1) or more new amendments requiring shareholder approval, the amendments shall be adopted and approved as provided in W.S. 17-16-1003.
(c) A corporation restating its articles of incorporation shall deliver to the secretary of state for filing articles of restatement setting forth the name of the corporation and the text of the restated articles of incorporation together with a certificate which states that the restated articles consolidate all amendments into a single document and, if a new amendment is included in the restated articles, which also includes the statements required under W.S. 17-16-1006.
(d) Duly adopted restated articles of incorporation supersede the original articles of incorporation and all amendments to them.
(e) The secretary of state may certify restated articles of incorporation, as the articles of incorporation currently in effect, without including the certificate information required by subsection (c) of this section.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 10 - Amendment of Articles of Incorporation and Bylaws › Section 17-16-1008 - Amendment Pursuant to Court-Ordered Reorganization.

17-16-1008. Amendment pursuant to court-ordered reorganization.
(a) A corporation's articles of incorporation may be amended without action by the board of directors or shareholders to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under the authority of a law of the United States.
(b) The individual or individuals designated by the court shall deliver to the secretary of state for filing articles of amendment setting forth:
(i) The name of the corporation;
(ii) The text of each amendment approved by the court;
(iii) The date of the court's order or decree approving the articles of amendment;
(iv) The title of the reorganization proceeding in which the order or decree was entered; and
(v) A statement that the court had jurisdiction of the proceeding under federal statute.
(c) This section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 10 - Amendment of Articles of Incorporation and Bylaws › Section 17-16-1009 - Effect of Amendment.

17-16-1009. Effect of amendment.
An amendment to articles of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party, or the existing rights of persons other than shareholders of the corporation. An amendment changing a corporation's name does not abate a proceeding brought by or against the corporation in its former name.
B. Amendment of Bylaws
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 10 - Amendment of Articles of Incorporation and Bylaws › Section 17-16-1020 - Amendment by Board of Directors or Shareholders.

17-16-1020. Amendment by board of directors or shareholders.
(a) A corporation's shareholders may amend or repeal the corporation's bylaws.
(b) A corporation's board of directors may amend or repeal the corporation's bylaws unless:
(i) The articles of incorporation, W.S. 17-16-1021 or if applicable W.S. 17-16-1022 reserve this power exclusively to the shareholders in whole or part; or
(ii) The shareholders in amending, repealing or adopting a bylaw provide expressly that the board of directors may not amend, repeal or reinstate that bylaw.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 10 - Amendment of Articles of Incorporation and Bylaws › Section 17-16-1021 - Bylaw Increasing Quorum or Voting Requirement for Directors.

17-16-1021. Bylaw increasing quorum or voting requirement for directors.
(a) A bylaw that increases a quorum or voting requirement for the board of directors may be amended or repealed:
(i) If originally adopted by the shareholders, only by the shareholders, unless the bylaw otherwise provides;
(ii) If adopted by the board of directors, either by the shareholders or by the board of directors.
(b) A bylaw adopted or amended by the shareholders that increases a quorum or voting requirement for the board of directors may provide that it may be amended or repealed only by a specified vote of either the shareholders or the board of directors.
(c) Action by the board of directors under subsection (a) of this section to amend or repeal a bylaw that changes the quorum or voting requirement for the board of directors shall meet the same quorum requirement and be adopted by the same vote required to take action under the quorum and voting requirement then in effect or proposed to be adopted, whichever is greater.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 10 - Amendment of Articles of Incorporation and Bylaws › Section 17-16-1022 - Bylaw Provisions Relating to the Election of Directors.

17-16-1022. Bylaw provisions relating to the election of directors.
(a) Unless the articles of incorporation specifically prohibit the adoption of a bylaw pursuant to this section, alter the vote specified in W.S. 17-16-728(a) or provide for cumulative voting, a public corporation may elect in its bylaws to be governed in the election of directors as follows:
(i) Each vote entitled to be cast may be voted for or against up to that number of candidates that is equal to the number of directors to be elected, or a shareholder may indicate an abstention, but without cumulating the votes;
(ii) To be elected, a nominee shall have received a plurality of the votes cast by holders of shares entitled to vote in the election at a meeting at which a quorum is present, provided that a nominee who is elected but receives more votes against than for election shall serve as a director for a term that shall terminate on the date that is the earlier of ninety (90) days from the date on which the voting results are determined pursuant to W.S. 17-16-729(b)(v) or is the date on which an individual is selected by the board of directors to fill the office held by such director, which selection shall be deemed to constitute the filling of a vacancy by the board to which W.S. 17-16-810 applies. Subject to paragraph (iii) of this subsection, a nominee who is elected but receives more votes against than for election shall not serve as a director beyond the ninety (90) day period referenced above; and
(iii) The board of directors may select any qualified individual to fill the office held by a director who received more votes against than for election.
(b) Subsection (a) of this section does not apply to an election of directors by a voting group if at the expiration of the time fixed under a provision requiring advance notification of director candidates, or absent such a provision, at a time fixed by the board of directors which is not more than fourteen (14) days before notice is given of the meeting at which the election is to occur, there are more candidates for election by the voting group than the number of directors to be elected, one (1) or more of whom are properly proposed by shareholders. An individual shall not be considered a candidate for purposes of this subsection if the board of directors determines before the notice of meeting is given that such individual's candidacy does not create a bona fide election contest.
(c) A bylaw electing to be governed by this section may be repealed:
(i) If originally adopted by the shareholders, only by the shareholders, unless the bylaw otherwise provides; or
(ii) If adopted by the board of directors, by the board of directors or the shareholders.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 11 - Merger, Share Exchange, Consolidation and Conversion › Section 17-16-1105 - Merger Between Parent and Subsidiary or Between Subsidiaries.

17-16-1105. Merger between parent and subsidiary or between subsidiaries.
(a) A domestic parent corporation that owns shares of a domestic or foreign subsidiary corporation that carry at least eighty percent (80%) of the voting power of each class and series of the outstanding shares of a subsidiary that have voting power may merge the subsidiary into itself or into another such subsidiary, or merge itself into the subsidiary, without approval of the board of directors or shareholders of the subsidiary, unless the articles of incorporation of any of the corporations otherwise provide, and unless, in the case of a foreign subsidiary, approval by the subsidiary's board of directors or shareholders is required by the laws under which the subsidiary is organized.
(b) If under subsection (a) of this section approval of a merger by the subsidiary's shareholders is not required, the parent corporation shall, within ten (10) days after the effective date of the merger, notify each of the subsidiary's shareholders that the merger has become effective.
(c) Except as provided in subsections (a) and (b) of this section, a merger between a parent and a subsidiary shall be governed by the provisions of this article applicable to mergers generally.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 11 - Merger, Share Exchange, Consolidation and Conversion › Section 17-16-1106 - Articles of Merger or Share Exchange.

17-16-1106. Articles of merger or share exchange.
(a) After a plan of merger or share exchange has been adopted and approved as required by this act, articles of merger or share exchange shall be executed on behalf of the surviving or acquiring corporation by any officer or other duly authorized representative. The articles shall set forth:
(i) The names of the parties to the merger or share exchange;
(ii) If the articles of incorporation of the survivor of a merger are amended, or if a new corporation is created as a result of a merger, the amendments to the survivor's articles of incorporation or the articles of incorporation of the new corporation;
(iii) If the plan of merger or share exchange required approval by the shareholders of a domestic corporation that was a party to the merger or share exchange, a statement that the plan was duly approved by the shareholders and, if voting by any separate voting group was required, by each such separate voting group, in the manner required by this act and the articles of incorporation;
(iv) If the plan of merger or share exchange did not require approval by the shareholders of a domestic corporation that was a party to the merger or share exchange, a statement to that effect; and
(v) As to each foreign corporation or eligible entity that was a party to the merger or share exchange, a statement that the participation of the foreign corporation or eligible entity was duly authorized as required by the organic law of the corporation or eligible entity.
(b) Articles of merger or share exchange shall be delivered to the secretary of state for filing by the survivor of the merger or the acquiring corporation in a share exchange, and shall take effect upon the effective time provided in W.S. 17-16-123. Articles of merger or share exchange filed under this section may be combined with any filing required under any other provision of Wyoming law if the combined filing satisfies the requirements of both this section and any other provision of Wyoming law.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 11 - Merger, Share Exchange, Consolidation and Conversion › Section 17-16-1108 - Abandonment of a Merger or Share Exchange.

17-16-1108. Abandonment of a merger or share exchange.
(a) Unless otherwise provided in a plan of merger or share exchange or in the laws under which a foreign business corporation or a domestic or foreign eligible entity that is a party to a merger or a share exchange is organized or by which it is governed, after the plan has been adopted and approved as required by this chapter, and at any time before the merger or share exchange has become effective, it may be abandoned by a domestic business corporation that is a party thereto without action by its shareholders in accordance with any procedures set forth in the plan of merger or share exchange or, if no such procedures are set forth in the plan, in the manner determined by the board of directors, subject to any contractual rights of other parties to the merger or share exchange.
(b) If a merger or share exchange is abandoned under subsection (a) of this section after articles of merger or share exchange have been filed with the secretary of state but before the merger or share exchange has become effective, a statement that the merger or share exchange has been abandoned in accordance with this section, executed on behalf of a party to the merger or share exchange by an officer or other duly authorized representative, shall be delivered to the secretary of state for filing prior to the effective date of the merger or share exchange. Upon filing, the statement shall take effect and the merger or share exchange shall be deemed abandoned and shall not become effective.
Subarticle B. Consolidation