Title 17 — Title 17 — Corporations, Partnerships And Associations
32 chapters · 1,419 sections in this title.
W.S. § 17-19-703 Court-ordered meeting
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Court-ordered meeting. (a) The district court of the county where a corporation's principal office or, if none in this state, its registered office is located may summarily order a meeting to be held: (i) On application of any member or other person entitled to participate in an …
W.S. § 17-19-704 Action by written consent
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Action by written consent. (a) Unless limited or prohibited by the articles or bylaws, action required or permitted by this act to be taken at a members' meeting may be taken without a meeting if notice of the proposed action is given to all voting members and the action is appro…
W.S. § 17-19-705 Notice of meeting
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Notice of meeting. (a) A corporation shall give notice consistent with its bylaws of meetings of members in a fair and reasonable manner. (b) Any notice that conforms to the requirements of subsection (c) of this section is fair and reasonable, but other means of giving notice ma…
W.S. § 17-19-706 Waiver of notice
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Waiver of notice. (a) A member may waive any notice required by this act, the articles, or bylaws before or after the date and time stated in the notice. The waiver shall be in writing, be signed manually or in facsimile by the member entitled to the notice, and be delivered to t…
W.S. § 17-19-707 Record date; determining members entitled to notice and vote
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Record date; determining members entitled to notice and vote. (a) The bylaws of a corporation may fix or provide the manner of fixing a date as the record date for determining the members entitled to notice of a members' meeting. If the bylaws do not fix or provide for fixing a r…
W.S. § 17-19-708 Action by written ballot
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Action by written ballot. (a) Unless prohibited or limited by the articles or bylaws, any action that may be taken at any annual, regular or special meeting of members may be taken without a meeting if the corporation delivers a written ballot to every member entitled to vote on …
W.S. § 17-19-720 Members' list for meeting
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Members' list for meeting. (a) After fixing a record date for a notice of a meeting, a corporation shall prepare an alphabetical list of the names of all its members who are entitled to notice of the meeting. The list shall show the address and number of votes each member is enti…
W.S. § 17-19-721 Voting entitlement generally
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Voting entitlement generally. (a) Unless the articles or bylaws provide otherwise, each member is entitled to one (1) vote on each matter voted on by the members. (b) Unless the articles or bylaws provide otherwise, if a membership stands of record in the names of two (2) or more…
W.S. § 17-19-722 Quorum requirements
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Quorum requirements. (a) Unless this act, the articles or bylaws provide for a higher or lower quorum, ten percent (10%) of the votes entitled to be cast on a matter shall be represented at a meeting of members to constitute a quorum on that matter. (b) A bylaw amendment to decre…
W.S. § 17-19-723 Voting requirements
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Voting requirements. (a) Unless this act, the articles or the bylaws require a greater vote or voting by class, if a quorum is present, the affirmative vote of the votes represented and voting (which affirmative votes also constitute a majority of the required quorum) is the act …
W.S. § 17-19-724 (a) Proxies
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(a) Proxies. As used in this act and in this section: (i) "Appointment" means the grant of authority to vote; (ii) the proxy; "Appointment form" means the document appointing (iii) "Proxy" means the person to whom the authority to vote is granted. (b) Unless the articles or bylaw…
W.S. § 17-19-725 Cumulative voting for directors
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Cumulative voting for directors. (a) If the articles or bylaws provide for cumulative voting by members, members may so vote, by multiplying the number of votes the members are entitled to cast by the number of directors for whom they are entitled to vote, and cast the product fo…
W.S. § 17-19-726 Other methods of electing directors
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Other methods of electing directors. (a) A corporation may provide in its articles or bylaws for election of directors by members or delegates: (i) On the basis of chapter or other organizational (ii) By region or other geographic unit; (iii) By preferential voting; or (iv) By an…
W.S. § 17-19-727 Corporation's acceptance of votes
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Corporation's acceptance of votes. (a) If the name signed on a vote, consent, waiver or proxy appointment corresponds to the name of a member, the corporation if acting in good faith is entitled to accept the vote, consent, waiver or proxy appointment and give it effect as the ac…
W.S. § 17-19-730 Voting agreements
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Voting agreements. (a) Two (2) or more members may provide for the manner in which they will vote by signing an agreement for that purpose. Agreements under this section may be valid for a period of up to ten (10) years. For public benefit corporations such agreements shall have …
W.S. § 17-19-801 (a) Requirement for and duties of board
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(a) Requirement for and duties of board. Each corporation shall have a board of directors. (b) Except as provided in this act or subsection (c) of this section, all corporate powers shall be exercised by or under the authority of, and the affairs of the corporation managed under …
W.S. § 17-19-802 Qualifications of directors
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Qualifications of directors. All directors shall be individuals. The articles or bylaws may prescribe additional qualifications for directors.
W.S. § 17-19-803 Number of directors
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Number of directors. (a) A board of directors shall consist of three (3) or more individuals, with the number specified in or fixed in accordance with the articles or bylaws. (b) The number of directors may be increased or decreased, but to no fewer than three (3), from time to t…
W.S. § 17-19-804 directors
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directors. Election, designation and appointment of (a) If the corporation has members, all the directors, except the initial directors, shall be elected at the first annual meeting of members, and at each annual meeting thereafter, unless the articles or bylaws provide some othe…
W.S. § 17-19-805 Terms of directors generally
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Terms of directors generally. (a) The articles or bylaws shall specify the terms of directors. Except for designated or appointed directors, the terms of directors shall not exceed five (5) years. In the absence of any term specified in the articles or bylaws, the term of each di…
W.S. § 17-19-806 Staggered terms for directors
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Staggered terms for directors. The articles or bylaws may provide for staggering the terms of directors by dividing the total number of directors into groups. The terms of office of the several groups need not be uniform.
W.S. § 17-19-807 Resignation of directors
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Resignation of directors. (a) A director may resign at any time by delivering written notice, signed either manually or in facsimile, to the board of directors, its presiding officer or to the president or secretary. (b) A resignation is effective when the notice is effective unl…
W.S. § 17-19-808 directors
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directors. Removal of directors elected by members or (a) The members may remove one (1) or more directors elected by them without cause. (b) If a director is elected by a class, chapter or other organizational unit or by region or other geographic grouping, the director may be r…
W.S. § 17-19-809 Removal of designated or appointed directors
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Removal of designated or appointed directors. (a) A designated director may be removed by an amendment to the articles or bylaws deleting or changing the designation. (b) Appointed directors: (i) Except as otherwise provided in the articles or bylaws, an appointed director may be…
W.S. § 17-19-810 Removal of directors by judicial proceeding
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Removal of directors by judicial proceeding. (a) The district court of the county where a corporation's principal office is located, or if none in the county where registered office is located, may remove any director of the corporation from office in a proceeding commenced eithe…
W.S. § 17-19-811 Vacancy on board
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Vacancy on board. (a) Unless the articles or bylaws provide otherwise, and except as provided in subsections (b) and (c) of this section, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors: (i) The members, if an…
W.S. § 17-19-812 Compensation of directors
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Compensation of directors. Unless the articles or bylaws provide otherwise, a board of directors may fix the compensation of directors. B. Meetings and Action of the Board
W.S. § 17-19-820 Regular and special meetings
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Regular and special meetings. (a) If the time and place of a directors' meeting is fixed by the bylaws or the board, the meeting is a regular meeting. All other meetings are special meetings. (b) A board of directors may hold regular or special meetings in or out of this state. (…
W.S. § 17-19-821 Action without meeting
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Action without meeting. (a) Unless the articles or bylaws provide otherwise, action required or permitted by this act to be taken at a board of directors' meeting may be taken without a meeting if the action is taken by all members of the board. The action shall be evidenced by o…
W.S. § 17-19-822 Call and notice of meetings
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Call and notice of meetings. (a) Unless the articles, bylaws or subsection (c) of this section provide otherwise, regular meetings of the board may be held without notice. (b) Unless the articles, bylaws or subsection (c) of this section provide otherwise, special meetings of the…
W.S. § 17-19-823 Waiver of notice
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Waiver of notice. (a) A director may at any time waive any notice required by this act, the articles or bylaws. Except as provided in subsection (b) of this section, the waiver shall be in writing, signed by the director entitled to the notice, and filed with the minutes or the c…
W.S. § 17-19-824 Quorum and voting
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Quorum and voting. (a) Except as otherwise provided in this act, the articles or bylaws, a quorum of a board of directors consists of a majority of the directors in office immediately before a meeting begins. In no event may the articles or bylaws authorize a quorum of fewer than…
W.S. § 17-19-825 committees
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committees. Committees of the board; other informal (a) Unless prohibited or limited by the articles or bylaws, a board of directors may create one (1) or more committees of the board and shall only appoint members of the board to serve on them. Each committee shall have two (2) …
W.S. § 17-19-830 Directors' standards and liabilities
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Directors' standards and liabilities. (a) A director shall not be deemed to be a trustee with respect to the corporation or with respect to any property held or administered by the corporation, including without limit, property that may be subject to restrictions imposed by the d…
W.S. § 17-19-831 Director conflict of interest
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Director conflict of interest. (a) A conflict of interest transaction is a transaction with the corporation in which a director of the corporation has a direct or indirect interest. A conflict of interest transaction is not voidable if the transaction was fair at the time it was …
W.S. § 17-19-832 officers
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officers. Loans to or guaranties for directors and (a) A corporation shall not lend money to nor guarantee the obligation of a director or officer of the corporation except as provided in W.S. 17-19-853. (b) The fact that a loan or guarantee is made in violation of this section d…
W.S. § 17-19-840 Required officers
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Required officers. (a) Unless otherwise provided in the articles or bylaws, a corporation shall have a president, a secretary, a treasurer and any other officers as are appointed by the board. (b) The bylaws or the board shall delegate to one (1) of the officers responsibility fo…
W.S. § 17-19-841 Duties and authority of officers
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Duties and authority of officers. Each officer has the authority and shall perform the duties set forth in the bylaws or, to the extent consistent with the bylaws, the duties and authority prescribed in a resolution of the board or by direction of an officer authorized by the boa…
W.S. § 17-19-842 Standards of conduct for officers
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Standards of conduct for officers. (a) An officer who is an employee of the corporation with discretionary authority shall discharge his duties under that authority: (i) In good faith; (ii) With the care an ordinarily prudent person in a like position would exercise under similar…
W.S. § 17-19-843 Resignation and removal of officers
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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 effective unless the notice specifies a future effective date. If a resignation is made effective at a future date and…
W.S. § 17-19-844 Contract rights of officers
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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,…
W.S. § 17-19-845 Officers' authority to execute documents
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Officers' authority to execute documents. (a) Any contract or other instrument in writing executed or entered into between a corporation and any other person is not invalidated as to the corporation by any lack of authority of the signing officers in the absence of actual knowled…
W.S. § 17-19-850 (a) Subarticle definitions
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(a) Subarticle definitions. As used in this subarticle: (i) "Corporation" includes any domestic or foreign predecessor entity of a corporation in a merger, consolidation or other transaction in which the predecessor's existence ceased upon consummation of the transaction; (ii) "D…
W.S. § 17-19-851 Reserved
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Reserved.
W.S. § 17-19-852 Mandatory indemnification
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Mandatory indemnification. Unless limited by its articles of incorporation, 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 is or was a director of the co…
W.S. § 17-19-853 Advance for expenses
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Advance for expenses. (a) A corporation may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of final disposition of the proceeding if: (i) The director furnishes the corporation a written undertaking, executed personal…
W.S. § 17-19-854 Court-ordered indemnification
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Court-ordered indemnification. Unless limited by a corporation's articles of incorporation, a director of the corporation who is a party to a proceeding may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction. On receipt …
W.S. § 17-19-855 W.S. § 17-19-855
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[Repealed or reserved.]
W.S. § 17-19-856 agents
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agents. Reserved. Indemnification of officers, employees and (a) Unless limited by a corporation's articles of incorporation: (i) An officer, employee or agent of the corporation who is not a director is entitled to mandatory indemnification under W.S. 17-19-852, and is entitled …
W.S. § 17-19-857 Insurance
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Insurance. A corporation may purchase and maintain insurance on behalf of an individual who is or was a director, officer, employee or agent of the corporation, or who, while a director, officer, employee or agent of the corporation, is or was serving at the request of the corpor…