reglab/statecodes huggingface dataset:
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 7 - Shareholders › Section 17-16-721 - Voting Entitlement of Shares.

17-16-721. Voting entitlement of shares.
(a) Except as provided in subsections (b) and (d) of this section or unless the articles of incorporation provide otherwise, each outstanding share, regardless of class, is entitled to one (1) vote on each matter voted on at a shareholders' meeting. Only shares are entitled to vote.
(b) Unless authorized by a district court, the shares of a corporation are not entitled to vote if they are owned, directly or indirectly, by a second corporation, domestic or foreign, and the first corporation owns, directly or indirectly, a majority of the shares entitled to vote for directors of the second corporation.
(c) Subsection (b) of this section does not limit the power of a corporation to vote any shares, including its own shares, held by it in a fiduciary capacity.
(d) Redeemable shares are not entitled to vote after notice of redemption is mailed to the holders and a sum sufficient to redeem the shares has been deposited with a bank, trust company, or other financial institution under an irrevocable obligation to pay the holders the redemption price on surrender of the shares.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 7 - Shareholders › Section 17-16-722 - Proxies.

17-16-722. Proxies.
(a) A shareholder may vote his shares in person or by proxy.
(b) A shareholder or his agent or attorney-in-fact may appoint a proxy to vote or otherwise act for the shareholder by signing an appointment form or by an electronic transmission. An electronic transmission shall contain or be accompanied by information from which one can determine that the shareholder, the shareholder's agent, or the shareholder's attorney-in-fact authorized the electronic transmission.
(c) An appointment of a proxy is effective when a signed appointment form or an electronic transmission of the appointment is received by the inspector of election or the officer or agent of the corporation authorized to tabulate votes. An appointment is valid for eleven (11) months unless a longer period is expressly provided in the appointment form.
(d) An appointment of a proxy is revocable unless the appointment form or electronic transmission states that it is irrevocable and the appointment is coupled with an interest. Appointments coupled with an interest include the appointment of:
(i) A pledgee;
(ii) A person who purchased or agreed to purchase the shares;
(iii) A creditor of the corporation who extended it credit under terms requiring the appointment;
(iv) An employee of the corporation whose employment contract requires the appointment; or
(v) A party to a voting agreement created under W.S. 17-16-731.
(e) The death or incapacity of the shareholder 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 his authority under the appointment.
(f) An appointment made irrevocable under subsection (d) of this section is revoked when the interest with which it is coupled is extinguished.
(g) A transferee for value of shares subject to an irrevocable appointment may revoke the appointment if he did not know of its existence when he acquired the shares and the existence of the irrevocable appointment was not noted conspicuously on the certificate representing the shares or on the information statement for shares without certificates.
(h) Subject to W.S. 17-16-724 and to any express limitation on the proxy's authority stated in the appointment form or electronic transmission, a corporation is entitled to accept the proxy's vote or other action as that of the shareholder making the appointment.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 7 - Shareholders › Section 17-16-723 - Shares Held by Nominees.

17-16-723. Shares held by nominees.
(a) A corporation may establish a procedure by which the beneficial owner of shares that are registered in the name of a nominee is recognized by the corporation as the shareholder. The extent of this recognition may be determined in the procedure.
(b) The procedure may set forth:
(i) The types of nominees to which it applies;
(ii) The rights or privileges that the corporation recognizes in a beneficial owner;
(iii) The manner in which the procedure is selected by the nominee;
(iv) The information that shall be provided when the procedure is selected;
(v) The period for which selection of the procedure is effective; and
(vi) Other aspects of the rights and duties created.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 7 - Shareholders › Section 17-16-724 - Corporation's Acceptance of Votes.

17-16-724. Corporation's acceptance of votes.
(a) If the name or network signature signed on a vote, consent, waiver, or proxy appointment corresponds to the name or data address of a shareholder, 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 shareholder.
(b) If the name or network signature signed on a vote, consent, waiver, or proxy appointment does not correspond to the name or data address of its shareholder, 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 shareholder if:
(i) The shareholder is an entity and the name or network signature signed purports to be that of an officer or agent of the entity;
(ii) The name or network signature signed purports to be that of an administrator, executor, guardian, or conservator representing the shareholder 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;
(iii) The name or network signature signed purports to be that of a receiver or trustee in bankruptcy of the shareholder 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;
(iv) The name or network signature signed purports to be that of a pledgee, beneficial owner, or attorney-in-fact of the shareholder and, if the corporation requests, evidence acceptable to the corporation of the signatory's authority to sign for the shareholder has been presented with respect to the vote, consent, waiver, or proxy appointment; or
(v) Two (2) or more persons are the shareholder as cotenants or fiduciaries and the name or network signature signed purports to be the name or data address of at least one (1) of the coowners and the person signing appears to be acting on behalf of all the coowners.
(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 shareholder.
(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 or W.S. 17-16-722(b) are not liable in damages to the shareholder 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 or W.S. 17-16-722(b) is valid unless a court of competent jurisdiction determines otherwise.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 7 - Shareholders › Section 17-16-725 - Quorum and Voting Requirements for Voting Groups.

17-16-725. Quorum and voting requirements for voting groups.
(a) Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. Unless the articles of incorporation or this act provide otherwise, a majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum of that voting group for action on that matter.
(b) Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or shall be set for that adjourned meeting.
(c) If a quorum exists, action on a matter other than the election of directors by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the articles of incorporation or this act require a greater number of affirmative votes.
(d) An amendment of articles of incorporation adding, changing or deleting a quorum or voting requirement for a voting group greater or lesser than specified in subsection (a) or (c) of this section is governed by W.S. 17-16-727.
(e) The election of directors is governed by W.S. 17-16-728.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 7 - Shareholders › Section 17-16-726 - Action by Single and Multiple Voting Groups.

17-16-726. Action by single and multiple voting groups.
(a) If the articles of incorporation or this act provide for voting by a single voting group on a matter, action on that matter is taken when voted upon by that voting group as provided in W.S. 17-16-725.
(b) If the articles of incorporation or this act provide for voting by two (2) or more voting groups on a matter, action on that matter is taken only when voted upon by each of those voting groups counted separately as provided in W.S. 17-16-725. Action may be taken by one (1) voting group on a matter even though no action is taken by another voting group entitled to vote on the matter.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 7 - Shareholders › Section 17-16-727 - Changing Quorum or Voting Requirements.

17-16-727. Changing quorum or voting requirements.
(a) The articles of incorporation may provide for a greater or lesser quorum or voting requirement for shareholders, or voting groups of shareholders, than is provided for by this act.
(b) An amendment to the articles of incorporation that adds, changes or deletes a quorum or voting requirement shall meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirements 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 7 - Shareholders › Section 17-16-728 - Voting for Directors; Cumulative Voting.

17-16-728. Voting for directors; cumulative voting.
(a) Unless otherwise provided in the articles of incorporation, directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.
(b) Shareholders do not have a right to cumulate their votes for directors unless the articles of incorporation so provide.
(c) A statement included in the articles of incorporation that "[all] [a designated voting group of] shareholders are entitled to cumulate their votes for directors," or words of similar import, means that the shareholders designated are entitled to multiply the number of votes they 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.
(d) Shares otherwise entitled to vote cumulatively may not be voted cumulatively at a particular meeting unless:
(i) The meeting notice or proxy statement accompanying the notice states conspicuously that cumulative voting is authorized; or
(ii) A shareholder who has the right to cumulate his votes gives notice to the corporation not less than forty-eight (48) hours before the time set for the meeting of the shareholder's intent to cumulate his votes during the meeting. If one (1) shareholder gives this notice all other shareholders in the same voting group participating in the election are entitled to cumulate their votes without giving further notice.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 7 - Shareholders › Section 17-16-729 - Inspectors of Election.

17-16-729. Inspectors of election.
(a) A public corporation shall, and any other corporation may, appoint one (1) or more inspectors to act at a meeting of shareholders and make a written report of the inspectors' determinations. Each inspector shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of the inspector's ability.
(b) The inspectors shall:
(i) Ascertain the number of shares outstanding and the voting power of each;
(ii) Determine the shares represented at a meeting;
(iii) Determine the validity of proxies and ballots;
(iv) Count all votes; and
(v) Determine the result.
(c) An inspector may be an officer or employee of the corporation.
C. Voting Trusts and Agreements
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 7 - Shareholders › Section 17-16-730 - Voting Trusts.

17-16-730. Voting trusts.
(a) One (1) or more shareholders may create a voting trust, conferring on a trustee the right to vote or otherwise act for them, by signing an agreement setting out the provisions of the trust, which may include anything consistent with its purpose, and transferring their shares to the trustee. When a voting trust agreement is signed, the trustee shall prepare a list of the identities of all owners of beneficial interests in the trust, together with the number and class of shares each transferred to the trust. The list shall also show each shareholder's physical mailing address, if the identity of a shareholder on the list consists of the shareholder's name, and each shareholder's authorized means of receipt for electronic transmissions, if the identity of a shareholder on the list consists of the shareholder's data address. Copies of the list and agreement shall be delivered to the corporation's principal office.
(b) A voting trust becomes effective on the date the first shares subject to the trust are registered in the trustee's name. A voting trust is valid for not more than ten (10) years after its effective date unless extended under subsection (c) of this section.
(c) All or some of the parties to a voting trust may extend it for additional terms of not more than ten (10) years each by signing written consent to the extension. An extension is valid for ten (10) years from the date the first shareholder signs the extension agreement. The voting trustee shall deliver copies of the extension agreement and list of beneficial owners to the corporation's principal office. An extension agreement binds only those parties signing it.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 7 - Shareholders › Section 17-16-731 - Voting Agreements.

17-16-731. Voting agreements.
(a) Two (2) or more shareholders may provide for the manner in which they will vote their shares by signing an agreement for that purpose. A voting agreement created under this section is not subject to the provisions of W.S. 17-16-730.
(b) A voting agreement created under this section is specifically enforceable.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 7 - Shareholders › Section 17-16-740 - Subarticle Definitions.

17-16-740. Subarticle definitions.
(a) As used in this subarticle:
(i) "Derivative proceeding" means a civil suit in the right of a domestic corporation or, to the extent provided in W.S. 17-16-747, in the right of a foreign corporation;
(ii) "Shareholder" includes a beneficial owner whose shares are held in a voting trust or held by a nominee on the beneficial owner's behalf.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 7 - Shareholders › Section 17-16-741 - Standing.

17-16-741. Standing.
(a) A shareholder may not commence or maintain a derivative proceeding unless the shareholder:
(i) Was a shareholder of the corporation at the time of the act or omission complained of, or became a shareholder through transfer by operation of law from one who was a shareholder at the time; and
(ii) Fairly and adequately represents the interests of the corporation in enforcing the right of the corporation.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 7 - Shareholders › Section 17-16-742 - Demand.

17-16-742. Demand.
(a) No shareholder may commence a derivative proceeding until:
(i) A written demand has been made upon the corporation to take suitable action; and
(ii) Ninety (90) days have expired from the date the demand was made unless the shareholder has earlier been notified that the demand has been rejected by the corporation or unless irreparable injury to the corporation would result by waiting for the expiration of the ninety (90) day period.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 7 - Shareholders › Section 17-16-743 - Stay of Proceedings.

17-16-743. Stay of proceedings.
If the corporation commences an inquiry into the allegations made in the demand or complaint, the court may stay any derivative proceeding for such period as the court deems appropriate.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 7 - Shareholders › Section 17-16-744 - Dismissal.

17-16-744. Dismissal.
(a) A derivative proceeding shall be dismissed by the court on motion by the corporation if one (1) of the groups specified in subsection (b) or (e) of this section has determined in good faith after conducting a reasonable inquiry upon which its conclusions are based that the maintenance of the derivative proceeding is not in the best interests of the corporation.
(b) Unless a panel is appointed pursuant to subsection (e) of this section, the determination in subsection (a) of this section shall be made by:
(i) A majority vote of qualified directors present at a meeting of the board of directors if the qualified directors constitute a quorum; or
(ii) A majority vote of a committee consisting of two (2) or more qualified directors appointed by majority vote of qualified directors present at a meeting of the board of directors, regardless of whether such qualified directors constitute a quorum.
(c) If a derivative proceeding is commenced after a determination has been made rejecting a demand by a shareholder, the complaint shall allege with particularity facts establishing either:
(i) That a majority of the board of directors did not consist of qualified directors at the time the determination was made; or
(ii) That the requirements of subsection (a) of this section have not been met.
(d) If a majority of the board of directors consisted of qualified directors at the time the determination was made, the plaintiff shall have the burden of proving that the requirements of subsection (a) of this section have not been met; if not, the corporation shall have the burden of proving that the requirements of subsection (a) of this section have been met.
(e) Upon motion by the corporation or any interested party, the court may appoint a panel of one (1) or more individuals to make a determination whether the maintenance of the derivative proceeding is in the best interests of the corporation. In such case, the plaintiff shall have the burden of proving that the requirements of subsection (a) of this section have not been met.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 7 - Shareholders › Section 17-16-745 - Discontinuance or Settlement.

17-16-745. Discontinuance or settlement.
A derivative proceeding may not be discontinued or settled without the court's approval. If the court determines that a proposed discontinuance or settlement will substantially affect the interests of the corporation's shareholders or a class of shareholders, the court shall direct that notice be given to the shareholders affected.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 7 - Shareholders › Section 17-16-746 - Payment of Expenses.

17-16-746. Payment of expenses.
(a) On termination of the derivative proceeding the court may:
(i) Order the corporation to pay the plaintiff's reasonable expenses, including counsel fees, incurred in the proceeding if it finds that the proceeding resulted in a substantial benefit to the corporation;
(ii) Order the plaintiff to pay any defendant's reasonable expenses, including counsel fees, incurred in defending the proceeding if it finds that the proceeding was commenced or maintained without reasonable cause or for an improper purpose; or
(iii) Order a party to pay an opposing party's reasonable expenses, including counsel fees, incurred because of the filing of a pleading, motion or other paper, if it finds that the pleading, motion or other paper was not well grounded in fact, after reasonable inquiry, or warranted by existing law or a good faith argument for the extension, modification or reversal of existing law and was interposed for an improper purpose, such as to harass or to cause unnecessary delay or needless increase in the cost of litigation.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 7 - Shareholders › Section 17-16-747 - Applicability to Foreign Corporations.

17-16-747. Applicability to foreign corporations.
In any derivative proceeding in the right of a foreign corporation, the matters covered by this subarticle shall be governed by the laws of the jurisdiction of incorporation of the foreign corporation except for W.S. 17-16-743, 17-16-745 and 17-16-746.
E. Proceeding to Appoint Custodian or Receiver
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 7 - Shareholders › Section 17-16-748 - Shareholder Action to Appoint Custodian or Receiver.

17-16-748. Shareholder action to appoint custodian or receiver.
(a) The district court may appoint one (1) or more persons to be custodians, or, if the corporation is insolvent, to be receivers, of and for a corporation in a proceeding by a shareholder where it is established that:
(i) The directors are deadlocked in the management of the corporate affairs, the shareholders are unable to break the deadlock, and irreparable injury to the corporation is threatened or being suffered; or
(ii) The directors or those in control of the corporation are acting fraudulently and irreparable injury to the corporation is threatened or being suffered.
(b) The court:
(i) May issue injunctions, appoint a temporary custodian or temporary receiver with all the powers and duties the court directs, take other action to preserve the corporate assets wherever located, and carry on the business of the corporation until a full hearing is held;
(ii) Shall hold a full hearing, after notifying all parties to the proceeding and any interested persons designated by the court, before appointing a custodian or receiver; and
(iii) Has jurisdiction over the corporation and all of its property, wherever located.
(c) The court may appoint an individual or domestic or foreign corporation authorized to transact business in this state as a custodian or receiver and may require the custodian or receiver to post bond, with or without sureties, in an amount the court directs.
(d) The court shall describe the powers and duties of the custodian or receiver in its appointing order, which may be amended from time to time. Among other powers:
(i) A custodian may exercise all of the powers of the corporation, through or in place of its board of directors, to the extent necessary to manage the business and affairs of the corporation; and
(ii) A receiver:
(A) May dispose of all or any part of the assets of the corporation wherever located, at a public or private sale, if authorized by the court; and
(B) May sue and defend in the receiver's own name as receiver in all courts of this state.
(e) The court during a custodianship may redesignate the custodian a receiver, and during a receivership may redesignate the receiver a custodian, if doing so is in the best interests of the corporation.
(f) The court from time to time during the custodianship or receivership may order compensation paid and expense disbursements or reimbursements made to the custodian or receiver from the assets of the corporation or proceeds from the sale of its assets.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 8 - Directors and Officers › Section 17-16-801 - Requirement for and Functions of Board of Directors.

17-16-801. Requirement for and functions of board of directors.
(a) Except as provided in W.S. 17-16-732, each corporation shall have a board of directors.
(b) All corporate powers shall be exercised by or under the authority of the board of directors of the corporation, and the business and affairs of the corporation shall be managed by or under the direction, and subject to the oversight, of its board of directors, subject to any limitation set forth in the articles of incorporation or in an agreement authorized under W.S. 17-16-732.
(c) In the case of a public corporation, the board's oversight responsibilities include attention to:
(i) Business performance and plans;
(ii) Major risks to which the corporation is or may be exposed;
(iii) The performance and compensation of the chief executive officer;
(iv) Policies and practices to foster the corporation's compliance with law and ethical conduct;
(v) Preparation of the corporation's financial statements;
(vi) The effectiveness of the corporation's internal controls;
(vii) Arrangements for providing adequate and timely information to directors; and
(viii) The composition of the board and its committees, taking into account the important role of independent directors.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 8 - Directors and Officers › Section 17-16-802 - Qualifications of Directors.

17-16-802. Qualifications of directors.
The articles of incorporation or bylaws may prescribe qualifications for directors. A director need not be a resident of this state or a shareholder of the corporation unless the articles of incorporation or bylaws so prescribe.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 8 - Directors and Officers › Section 17-16-803 - Number and Election of Directors.

17-16-803. Number and election of directors.
(a) A board of directors shall consist of one (1) or more individuals, with the number specified in or fixed in accordance with the articles of incorporation or bylaws.
(b) The number of directors may be increased or decreased from time to time by amendment to, or in the manner provided in, the articles of incorporation or the bylaws.
(c) Directors are elected at the first annual shareholders' meeting and at each annual meeting thereafter unless their terms are staggered under W.S. 17-16-806.
(d) The articles of incorporation or bylaws may establish a variable range for the size of the board of directors by fixing a minimum and maximum number of directors. If a variable range is established, the number of directors may be fixed or changed from time to time within the minimum and maximum, by the shareholders or the board of directors. After shares are issued, only the shareholders may change the range for the size of the board or change from a fixed to a variable-range size board or vice versa.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 8 - Directors and Officers › Section 17-16-804 - Election of Directors by Certain Classes of Shareholders.

17-16-804. Election of directors by certain classes of shareholders.
If the articles of incorporation authorize dividing the shares into classes, the articles may also authorize the election of all or a specified number of directors by the holders of one (1) or more authorized classes of shares. A class or classes of shares entitled to elect one (1) or more directors is a separate voting group for purposes of the election of directors.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 8 - Directors and Officers › Section 17-16-805 - Terms of Directors Generally.

17-16-805. Terms of directors generally.
(a) The terms of the initial directors of a corporation expire at the first shareholders' meeting at which directors are elected.
(b) The terms of all other directors expire at the next, or if their terms are staggered in accordance with W.S. 17-16-806, at the applicable second or third, annual shareholders' meeting following their election except to the extent:
(i) Provided in W.S. 17-16-1022 if a bylaw electing to be governed by that section is in effect; or
(ii) A shorter term is specified in the articles of incorporation in the event of a director nominee failing to receive a specified vote for election.
(c) A decrease in the number of directors does not shorten an incumbent director's term.
(d) The term of a director elected to fill a vacancy expires at the next shareholders' meeting at which directors are elected.
(e) Despite the expiration of a director's term, he continues to serve until his successor is elected and qualifies or until there is a decrease in the number of directors.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 8 - Directors and Officers › Section 17-16-806 - Staggered Terms for Directors.

17-16-806. Staggered terms for directors.
The articles of incorporation may provide for staggering the terms of directors by dividing the total number of directors into two (2) or three (3) groups, with each group containing one-half (1/2) or one-third (1/3) of the total, as near as may be practicable. In that event, the terms of directors in the first group expire at the first annual shareholders' meeting after their election, the terms of the second group expire at the second annual shareholders' meeting after their election, and the terms of the third group, if any, expire at the third annual shareholders' meeting after their election. At each annual shareholders' meeting held thereafter, directors shall be chosen for a term of two (2) years or three (3) years, as the case may be, to succeed those whose terms expire.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 8 - Directors and Officers › Section 17-16-807 - Resignation of Directors.

17-16-807. Resignation of directors.
(a) A director may resign at any time by written notice or by electronic transmission delivered to the board of directors, its chairman, or to the corporation.
(b) A resignation is effective when the resignation is delivered unless the resignation specifies a later effective date or an effective date determined upon the happening of an event or events. A resignation that is conditioned upon failing to receive a specified vote for election as a director may provide that it is irrevocable.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 8 - Directors and Officers › Section 17-16-808 - Removal of Directors by Shareholders.

17-16-808. Removal of directors by shareholders.
(a) The shareholders may remove one (1) or more directors with or without cause unless the articles of incorporation provide that directors may be removed only for cause.
(b) If a director is elected by a voting group of shareholders, only the shareholders of that voting group may participate in the vote to remove that director.
(c) If cumulative voting is authorized, a director may not be removed if the number of votes sufficient to elect the director under cumulative voting is voted against his removal. If cumulative voting is not authorized, a director may be removed only if the number of votes cast to remove the director exceeds the number of votes cast not to remove the director.
(d) A director may be removed by the shareholders only at a meeting called for the purpose of removing the director and the meeting notice shall state that the purpose, or one (1) of the purposes, of the meeting is removal of the director.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 8 - Directors and Officers › Section 17-16-809 - Removal of Directors by Judicial Proceeding.

17-16-809. Removal of directors by judicial proceeding.
(a) The district court of the county where a corporation's principal office, or if none in this state, its registered office, is located may remove a director of the corporation from office in a proceeding commenced by or in the right of the corporation if the court finds that:
(i) The director engaged in fraudulent conduct with respect to the corporation or its shareholders, grossly abused the position of director, or intentionally inflicted harm on the corporation; and
(ii) Considering the director's course of conduct and the inadequacy of other available remedies, removal would be in the best interest of the corporation.
(b) A shareholder proceeding on behalf of the corporation under subsection (a) of this section shall comply with all of the requirements of W.S. 17-16-740 through 17-16-747 excluding W.S. 17-16-741(a)(i).
(c) The court in addition to removing a director may bar the director from reelection for a period prescribed by the court.
(d) Nothing in this section limits the equitable powers of the court to order other relief including, but not limited to, an award of expenses.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 8 - Directors and Officers › Section 17-16-810 - Vacancy on Board.

17-16-810. Vacancy on board.
(a) Unless the articles of incorporation provide otherwise, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors:
(i) The shareholders may fill the vacancy;
(ii) The board of directors may fill the vacancy; or
(iii) If the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.
(b) If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders, and only the directors elected by that voting group are entitled to fill the vacancy if it is filled by the directors.
(c) A vacancy that will occur at a later date, by reason of a resignation effective at a later date under W.S. 17-16-807(b) or otherwise, may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 8 - Directors and Officers › Section 17-16-820 - Meetings.

17-16-820. Meetings.
(a) The board of directors may hold regular or special meetings within or outside of this state.
(b) Unless the articles of incorporation or bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication, including electronic transmission by which all directors participating may communicate with each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 8 - Directors and Officers › Section 17-16-821 - Action Without Meeting.

17-16-821. Action without meeting.
(a) Unless the articles of incorporation or bylaws provide otherwise, action required or permitted by this act to be taken at a board of directors' meeting may be taken without a meeting if the action is taken by the requisite number of members of the board. The action shall be evidenced by one (1) or more written consents describing the action taken, signed by the requisite number of directors, or shall be sent by electronic transmission by the requisite number of directors, and shall be included in the minutes or filed with the corporate records reflecting the action taken.
(b) Action taken under this section is the act of the board of directors when one (1) or more consents signed by the requisite number of directors are delivered to the corporation. The consent may specify the time at which the action taken thereunder is to be effective. A director's consent may be withdrawn by a revocation signed by the director and delivered to the corporation prior to delivery to the corporation of unrevoked written consents signed by the requisite number of directors. If action is taken by less than unanimous written consent of the directors, the corporation shall give the nonconsenting or nonvoting directors written notice of the action not more than ten (10) days after written consents sufficient to take the action have been delivered to the corporation. The notice shall reasonably describe the action taken. The requirement to give the notice shall not delay the effectiveness of actions taken by the written consent, and a failure to comply with the notice requirements shall not invalidate actions taken by written consent, provided that this subsection shall not be deemed to limit judicial power to fashion any appropriate remedy in favor of a director adversely affected by a failure to give the notice within the required time period.
(c) A consent signed under this section has the effect of action taken at a meeting of the board of directors and may be described as such in any document.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 8 - Directors and Officers › Section 17-16-822 - Notice of Meeting.

17-16-822. Notice of meeting.
(a) Unless the articles of incorporation or bylaws provide otherwise, regular meetings of the board of directors may be held without notice of the date, time, place or purpose of the meeting.
(b) Unless the articles of incorporation or bylaws provide for a longer or shorter period, special meetings of the board of directors shall be preceded by at least two (2) days notice of the date, time and place of the meeting. The notice need not describe the purpose of the special meeting unless required by the articles of incorporation or bylaws.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 8 - Directors and Officers › Section 17-16-823 - Waiver of Notice.

17-16-823. Waiver of notice.
(a) A director may waive any notice required by this act, the articles of incorporation, or bylaws before or after the date and time stated in the notice. Except as provided by subsection (b) of this section, the waiver shall be in writing, signed by the director entitled to the notice, and filed with the minutes or corporate records.
(b) A director's attendance at or participation in a meeting waives any required notice to the director of the meeting unless the director at the beginning of the meeting or promptly upon his arrival objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 8 - Directors and Officers › Section 17-16-824 - Quorum and Voting.

17-16-824. Quorum and voting.
(a) Unless the articles of incorporation or bylaws require a greater number or unless otherwise specifically provided in this act, a quorum of a board of directors consists of:
(i) A majority of the fixed number of directors if the corporation has a fixed board size; or
(ii) A majority of the number of directors prescribed, or if no number is prescribed the number in office immediately before the meeting begins, if the corporation has a variable-range size board.
(b) The articles of incorporation or bylaws may authorize a quorum of a board of directors to consist of no fewer than one-third (1/3) of the fixed or prescribed number of directors determined under subsection (a) of this section.
(c) If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board of directors unless the articles of incorporation or bylaws require the vote of a greater number of directors.
(d) The right to dissent or abstention is not available to a director who votes in favor of the action taken. A director who is present at a meeting of the board of directors or a committee of the board of directors when corporate action is taken is deemed to have assented to the action taken unless:
(i) The director objects at the beginning of the meeting or promptly upon his arrival to holding the meeting or transacting business at the meeting;
(ii) The director's dissent or abstention from the action taken is entered in the minutes of the meeting; or
(iii) The director delivers written notice of his dissent or abstention to the presiding officer of the meeting before its adjournment or to the corporation immediately after adjournment of the meeting.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 8 - Directors and Officers › Section 17-16-825 - Committees.

17-16-825. Committees.
(a) Unless this act, the articles of incorporation or bylaws provide otherwise, a board of directors may create one (1) or more committees and appoint one (1) or more members of the board of directors to serve on any committee.
(b) The creation of a committee and appointment of members to it shall be approved by the greater of:
(i) A majority of all the directors in office when the action is taken; or
(ii) The number of directors required by the articles of incorporation or bylaws to take action under W.S. 17-16-824.
(c) W.S. 17-16-820 through 17-16-824 apply to committees and their members as well.
(d) To the extent specified by the board of directors or in the articles of incorporation or bylaws, each committee may exercise the authority of the board of directors under W.S. 17-16-801.
(e) A committee may not, unless specifically authorized by the board of directors:
(i) Authorize or approve distributions except according to a formula or method, or within limits, prescribed by the board of directors;
(ii) Approve or propose to shareholders action that this act requires to be approved by shareholders;
(iii) Fill vacancies on the board of directors or, subject to subsection (g) of this section, on any of its committees;
(iv) Adopt, amend or repeal bylaws.
(f) The creation of, delegation of authority to, or action by a committee does not alone constitute compliance by a director with the standards of conduct described in W.S. 17-16-830.
(g) The board of directors may appoint one (1) or more directors as alternate members of any committee to replace any absent or disqualified member during the member's absence or disqualification. Unless the articles of incorporation or the bylaws or the resolution creating the committee provide otherwise, in the event of the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, unanimously, may appoint another director to act in place of the absent or disqualified member.
C. Standards of Conduct
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 8 - Directors and Officers › Section 17-16-833 - Director's Liability for Unlawful Distributions.

17-16-833. Director's liability for unlawful distributions.
(a) A director who votes for or assents to a distribution in excess of what may be authorized and made pursuant to W.S. 17-16-640 or 17-16-1409(a) is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating W.S. 17-16-640 or 17-16-1409(a) if the party asserting liability establishes that when taking the action the director did not comply with W.S. 17-16-830.
(b) A director held liable under subsection (a) of this section for an unlawful distribution is entitled to:
(i) Contribution from every other director who could be held liable under subsection (a) of this section for the unlawful distribution; and
(ii) Recoupment from each shareholder of the pro-rata portion of the amount of the unlawful distribution the shareholder accepted knowing the distribution was made in violation of W.S. 17-16-640 or 17-16-1409(a).
(c) A proceeding to enforce:
(i) The liability of a director under subsection (a) of this section is barred unless it is commenced within two (2) years after the date:
(A) On which the effect of the distribution was measured under W.S. 17-16-640(e) or (g);
(B) As of which the violation of W.S. 17-16-640(a) occurred as the consequence of disregard of a restriction in the articles of incorporation; or
(C) On which the distribution of assets to shareholders under W.S. 17-16-1409(a) was made.
(ii) Contribution or recoupment under subsection (b) of this section is barred unless it is commenced within one (1) year after the liability of the claimant has been finally adjudicated under subsection (a) of this section.
D. Officers
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 8 - Directors and Officers › Section 17-16-840 - Required Officers.

17-16-840. Required officers.
(a) A corporation has the officers described in its bylaws or appointed by the board of directors in accordance with the bylaws.
(b) The board of directors may elect individuals to fill one (1) or more offices of the corporation. An officer may appoint one (1) or more officers if authorized by the bylaws or the board of directors.
(c) The bylaws or the board of directors shall assign to one (1) of the officers responsibility for preparing minutes of the directors' and shareholders' meetings and for maintaining and authenticating records of the corporation required to be kept under W.S. 17-16-1601(a) and (e).
(d) The same individual may simultaneously hold more than one (1) office in a corporation.