Title 17, Title 17 — Corporations, Partnerships And Associations

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…

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…

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…

Committees of the board; other informal committees. (a) Unless prohibited or limited by the articles or bylaws, a board of directors may create one (1) or more committees of the board and shall only appoint members of the board to serve on them. Each committee shall have two (2) …

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…

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 …

Loans to or guaranties for directors and officers. (a) A corporation shall not lend money to nor guarantee the obligation of a director or officer of the corporation except as provided in W.S. 17-19-853. (b) The fact that a loan or guarantee is made in violation of this section d…

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…

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…

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…

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…

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,…

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…

Subarticle definitions. (a) 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…

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…

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…

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 …

Indemnification of officers, employees and agents. (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 to apply f…

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…

Application of subarticle. (a) The indemnification and advancement of expenses authorized by this subarticle shall not be exclusive of any other rights to which any director, officer, employee or agent may be entitled under any bylaw, agreement, vote of members or disinterested d…

Authority to amend. 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 or to delete a provision not required in the articles. Whether a provision is required or permitted in the articles is …

Amendment by directors. (a) Unless the articles provide otherwise, a corporation's board of directors may adopt one (1) or more amendments to the corporation's articles without member approval: (i) To extend the duration of the corporation if it was incorporated at a time when li…

Amendment by directors and members. (a) For corporations with directors and members, unless this act, the articles, bylaws, the members, (acting pursuant to subsection (b) of this section), or the board of directors, (acting pursuant to subsection (c) of this section) require a g…

Class voting by members on amendments. (a) The members of a class in a public benefit corporation are entitled to vote as a class on a proposed amendment to the articles if the amendment would change the rights of that class as to voting in a manner different than the amendment a…

Articles of amendment. (a) A corporation amending its articles shall deliver to the secretary of state articles of amendment setting forth: (i) The name of the corporation; (ii) The text of each amendment adopted; (iii) The date of each amendment's adoption; (iv) If approval of m…

Restated articles of incorporation. (a) A corporation's board of directors may restate its articles of incorporation at any time with or without approval by members or any other person. (b) The restatement may include one (1) or more amendments to the articles. If the restatement…

Amendment pursuant to judicial reorganization. (a) A corporation's articles may be amended without board approval or approval by the members or approval required pursuant to W.S. 17-19-1030 to carry out a plan of reorganization ordered or decreed by a court of competent jurisdict…

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, any requirement or limitation imposed upon the corporation or any property held by i…

Amendment by directors. If a corporation has no members, its incorporators, until directors have been chosen, and thereafter its board of directors, may adopt one (1) or more amendments to the corporation's bylaws subject to any approval required pursuant to W.S. 17-19-1030. The …

Amendment by directors and members. (a) For corporations with directors and members, unless this act, the articles, bylaws, the members, (acting pursuant to subsection (b) of this section), or the board of directors (acting pursuant to subsection (c) of this section) require a gr…

Class voting by members on amendments. (a) The members of a class in a public benefit corporation are entitled to vote as a class on a proposed amendment to the bylaws if the amendment would change the rights of that class as to voting in a manner different than the amendment aff…

Approval by third persons. The articles may require an amendment to the articles or bylaws to be approved in writing by a specified person or persons other than the board. Such an article provision may only be amended with the approval in writing of the specified person or person…

Amendment terminating members or redeeming or canceling memberships. (a) Any amendment to the articles or bylaws of a public benefit or mutual benefit corporation that would terminate all members or any class of members or redeem or cancel all memberships or any class of membersh…

(b) The individual or individuals designated by the court shall deliver to the secretary of state 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 t…

Approval of plan of merger. (a) Subject to the limitations set forth in W.S. 17-19-1102, one (1) or more nonprofit corporations may merge into a business or nonprofit corporation, if the plan of merger is approved as provided in W.S. 17-19-1103. (b) The plan of merger shall set f…

Limitations on mergers by public benefit or religious corporations. (a) Without the prior approval of a district court in a proceeding which the secretary of state has been given written notice, a public benefit or religious corporation may merge only with: (i) A public benefit o…

Action on plan by board, members and third persons. (a) Unless this act, the articles, bylaws or the board of directors or members, acting pursuant to subsection (c) of this section, require a greater vote or voting by class, a plan of merger to be adopted shall be approved: (i) …

Articles of merger. (a) After a plan of merger is approved by the board of directors, and if required by W.S. 17-19-1103, by the members and any other persons, the surviving or acquiring corporation shall deliver to the secretary of state articles of merger setting forth: (i) The…

Effect of merger. (a) When a merger takes effect: (i) Every other corporation party to the merger merges into the surviving corporation and the separate existence of every corporation except the surviving corporation ceases; (ii) The title to all real estate and other property ow…

Merger with foreign corporation. (a) Except as provided in W.S. 17-19-1102, one (1) or more foreign business or nonprofit corporations may merge with one (1) or more domestic nonprofit corporations if: (i) The merger is permitted by the law of the state or country under whose law…

Bequests, devises and gifts. Any bequest, devise, gift, grant or promise contained in a will or other instrument of donation, subscription or conveyance, that is made to a constituent corporation and that takes effect or remains payable after the merger, inures to the surviving c…

Merger with a governmental subdivision. Except for W.S. 17-19-1102, this article does not apply if a public benefit, mutual benefit or religious corporation merges with a governmental subdivision. The corporation shall file with the secretary of state notice of the consummated me…

Approval of plan of consolidation. (a) Subject to the limitations set forth in W.S. 17-19-1111, one (1) or more nonprofit corporations may consolidate into a new business or nonprofit corporation, if the plan of consolidation is approved as provided in W.S.

Limitations on consolidations by public benefit or religious corporations. (a) Without the prior approval of the district court in a proceeding which the secretary of state has been given written notice, a public benefit or religious corporation may consolidate only with: (i) A p…

Action on plan by board, members and third persons. (a) Unless this act, the articles, bylaws or the board of directors or members, acting pursuant to subsection (c) of this section, require a greater vote or voting by class, a plan of consolidation to be adopted shall be approve…

Articles of consolidation. (a) After a plan of consolidation is approved by the board of directors, and if required by W.S. 17-19-1112, by the members and any other persons, the new corporation shall deliver to the secretary of state articles of consolidation setting forth: (i) T…