Title 17, Title 17 — Corporations, Partnerships And Associations

General powers. (a) Unless its articles of incorporation provide otherwise, every corporation has perpetual duration and succession in its corporate name and has the same powers as an individual to do all things necessary or convenient to carry out its affairs including, without …

Emergency powers. (a) In anticipation of or during an emergency defined in subsection (d) of this section, the board of directors of a corporation may: (i) Modify lines of succession to accommodate the incapacity of any director, officer, employee or agent; and (ii) Relocate the …

Ultra vires. (a) Except as provided in subsection (b) of this section, the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act. (b) A corporation's power to act may be challenged in a proceeding against the corporatio…

Corporate name. (a) A corporate name may not contain language stating or implying that the corporation is organized for a purpose other than that permitted by W.S. 17-19-301 and its articles of incorporation. (b) Except as authorized by subsections (c) and (d) of this section, a …

Reserved name. (a) A person may apply to reserve the exclusive use of a corporate name, including a fictitious name for a foreign corporation whose corporate name is not available, by delivering an application to the secretary of state for filing. The application shall set forth …

Registered office and registered agent. (a) Each corporation shall continuously maintain in this state: (i) A registered office as provided in W.S. 17-28-101 through 17-28-111; and (ii) A registered agent as provided in W.S. 17-28-101 through 17-28-111. (A) Repealed by Laws 2008,…

Admission. (a) The articles or bylaws may establish criteria or procedures for admission of members. (b) No person shall be admitted as a member without his consent.

Consideration. Except as provided in its articles or bylaws, a corporation may admit members for no consideration or for any consideration as is determined by the board.

No requirement of members. A corporation is not required to have members. B. Types of Memberships ‑ Members' Rights and Obligations

Differences in rights and obligations of members. All members shall have the same rights and obligations with respect to voting, dissolution, redemption and transfer, unless the articles or bylaws establish classes of membership with different rights or obligations. All members s…

Transfers. (a) Except as set forth in or authorized by the articles or bylaws, no member of a mutual benefit corporation may transfer a membership or any right arising therefrom. (b) No member of a public benefit or religious corporation may transfer a membership or any right ari…

Member's liability to third parties. A member of a corporation is not, as such, personally liable for the acts, debts, liabilities or obligations of the corporation.

Member's liability for dues, assessments and fees. A member may become liable to the corporation for dues, assessments or fees as a condition for remaining a member. An article, bylaw or corporate resolution authorizing dues, assessments or fees is not, by itself, sufficient to i…

Creditor's action against member. (a) No proceeding may be brought by a creditor to reach the liability, if any, of a member to the corporation unless final judgment has been rendered in favor of the creditor against the corporation and execution has been returned unsatisfied in …

Resignation. (a) A member may resign at any time. (b) The resignation of a member does not relieve the member from any obligations the member may have to the corporation as a result of obligations incurred or commitments made prior to resignation.

Termination, expulsion and suspension. (a) No member of a public benefit or mutual benefit corporation may be expelled or suspended, and no membership or memberships in such corporations may be terminated or suspended except pursuant to a procedure that is fair and reasonable and…

Purchase of memberships. (a) A public benefit or religious corporation may not purchase any of its memberships or any right arising therefrom. (b) A mutual benefit corporation may purchase the membership of a member who resigns or whose membership is terminated for the amount and…

Derivative suits. (a) A proceeding may be brought in the right of a domestic or foreign corporation to procure a judgment in its favor by: (i) Any member or members having five percent (5%) or more of the voting power or by fifty (50) members, whichever is less; or (ii) Any direc…

Delegates. (a) A corporation may provide in its articles or bylaws for delegates having some or all of the authority of members. (b) The articles or bylaws may set forth provisions relating to: (i) The characteristics, qualifications, rights, limitations and obligations of delega…

Annual and regular meetings. (a) A corporation with members shall hold a membership meeting annually at a time stated in or fixed in accordance with the bylaws. (b) A corporation with members may hold regular membership meetings at the times stated in or fixed in accordance with …

Special meeting. (a) A corporation with members shall hold a special meeting of members: (i) On call of its board or the person or persons authorized to do so by the articles or bylaws; or (ii) Except as provided in the articles or bylaws of a religious corporation if the holders…

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 …

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…

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…

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…

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…

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 …

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…

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…

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…

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 …

Proxies. (a) As used in this act and in this section: (i) "Appointment" means the grant of authority to vote; (ii) "Appointment form" means the document appointing the proxy; (iii) "Proxy" means the person to whom the authority to vote is granted. (b) Unless the articles or bylaw…

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…

Other methods of electing directors. (a) A corporation may provide in its articles or bylaws for election of directors by members or delegates: (i) On the basis of chapter or other organizational unit; (ii) By region or other geographic unit; (iii) By preferential voting; or (iv)…

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…

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 …

Requirement for and duties of board. (a) Each corporation shall have a board of directors. (b) Except as provided in this act or subsection (c) of this section, all corporate powers shall be exercised by or under the authority of, and the affairs of the corporation managed under …

Qualifications of directors. All directors shall be individuals. The articles or bylaws may prescribe additional qualifications for directors.

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…

Election, designation and appointment of directors. (a) If the corporation has members, all the directors, except the initial directors, shall be elected at the first annual meeting of members, and at each annual meeting thereafter, unless the articles or bylaws provide some othe…

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…

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.

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…

Removal of directors elected by members or directors. (a) The members may remove one (1) or more directors elected by them without cause. (b) If a director is elected by a class, chapter or other organizational unit or by region or other geographic grouping, the director may be r…

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…

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…