Title 17 — Title 17 — Corporations, Partnerships And Associations

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) …

Functions of officers. Each officer has the authority and shall perform the functions set forth in the bylaws or, to the extent consistent with the bylaws, the functions prescribed by the board of directors or by direction of an officer authorized by the board of directors to pre…

Standards of conduct for officers. (a) An officer when performing in such capacity, has the duty to act: (i) In good faith; (ii) With the care that a person in a like position would reasonably exercise under similar circumstances; and (iii) In a manner the officer reasonably beli…

Resignation and removal of officers. (a) An officer may resign at any time by delivering notice to the corporation. A resignation is effective when the notice is delivered unless the notice specifies a later effective time. If a resignation is made effective at a later time and t…

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,…

(a) Subarticle definitions. In this subarticle: (i) "Corporation" includes any domestic or foreign predecessor entity of a corporation in a merger; (ii) "Director" or "officer" means an individual who is or was a director or officer, respectively, of a corporation or who, while a…

Permissible indemnification. (a) Except as otherwise provided in this section, a corporation may indemnify an individual who is a party to a proceeding because the individual is a director against liability incurred in the proceeding if: (i)(A) The director conducted himself in g…

Mandatory indemnification. A corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because he was a director of the corporation against reasonable expenses incurred by the d…

Advance for expenses. (a) A corporation may, before final disposition of a proceeding, advance funds to pay for or reimburse the expenses incurred in connection with the proceeding by an individual who is a party to a proceeding because that individual is a member of the board of…

expenses. Court-ordered indemnification and advance for (a) A director who is a party to a proceeding because he is a director may apply for indemnification or an advance for expenses to the court conducting the proceeding or to another court of competent jurisdiction. After rece…

Determination and authorization of indemnification. (a) A corporation may not indemnify a director under W.S. 17-16-851 unless authorized for a specific proceeding after a determination has been made that indemnification of the director is permissible because the director has met…

Indemnification of officers. (a) A corporation may indemnify and advance expenses under this subarticle to an officer of the corporation who is a party to a proceeding because he is an officer of the corporation: (i) To the same extent as a director; and (ii) If he is an officer …

Insurance. A corporation may purchase and maintain insurance on behalf of an individual who is a director or officer of the corporation, or who, while a director or officer of the corporation, serves at the corporation's request as a director, officer, partner, trustee, employee …

subarticle. Variation by corporate action; application of (a) A corporation may, by a provision in its articles of incorporation or bylaws or in a resolution adopted or a contract approved by its board of directors or shareholders, obligate itself in advance of the act or omissio…

Exclusivity of subarticle. A corporation may provide indemnification or advance expenses to a director or an officer only as permitted by this subarticle. F. Directors' Conflicting Interest Transactions

(a) Subarticle definitions. In this subarticle: (i) "Control", including the term "controlled by", means: (A) Having the power, directly or indirectly, to elect or remove a majority of the members of the board of directors or other governing body of an entity, whether through the…

Judicial action. (a) A transaction effected or proposed to be effected by the corporation, or by an entity controlled by the corporation, may not be the subject of equitable relief, or give rise to an award of damages or other relief against a director of the corporation, in a pr…

Directors' action. (a) Directors' action respecting a director's conflicting interest transaction is effective for purposes of W.S. 17-16-861(b)(i) if the transaction has been authorized by the affirmative vote of a majority, but no fewer than two (2), of the qualified directors …

Shareholders' action. (a) Shareholders' action respecting a director's conflicting interest transaction is effective for purposes of W.S. 17-16-861(b)(ii) if a majority of the votes cast by the holders of all qualified shares are in favor of the transaction after: (i) Notice to s…

Business opportunities. (a) A director's taking advantage, directly or indirectly, of a business opportunity may not be the subject of equitable relief, or give rise to an award of damages or other relief against the director, in a proceeding by or in the right of the corporation…

Authority to amend. (a) A corporation may amend its articles of incorporation at any time to add or change a provision that is required or permitted in the articles of incorporation as of the effective date of the amendment or to delete a provision that is not required to be cont…

Amendment before issuance of shares. If a corporation has not yet issued shares, its board of directors, or its incorporators if it has no board of directors, may adopt one (1) or more amendments to the corporation's articles of incorporation.

shareholders. Amendment by board of directors and (a) If a corporation has issued shares, an amendment to the articles of incorporation shall be adopted in the following manner: (i) The proposed amendment shall be adopted by the board of directors; (ii) Except as provided in W.S.…

Voting on amendments by voting groups. (a) If a corporation has more than one (1) class of shares outstanding, the holders of the outstanding shares of a class are entitled to vote as a separate voting group, if shareholder voting is otherwise required by this act, on a proposed …

Amendment by board of directors. (a) Unless the articles of incorporation provide otherwise, a corporation's board of directors may adopt amendments to the corporation's articles of incorporation without shareholder approval: (i) To extend the duration of the corporation if it wa…

Articles of amendment. (a) After an amendment to the articles of incorporation has been adopted and approved in the manner required by this act and by the articles of incorporation, the corporation shall deliver to the secretary of state for filing articles of amendment setting f…

Restated articles of incorporation. (a) A corporation's board of directors may restate its articles of incorporation at any time with or without shareholder approval, to consolidate all amendments into a single document. (b) If the restated articles include one (1) or more new am…

reorganization. Amendment pursuant to court-ordered (a) A corporation's articles of incorporation may be amended without action by the board of directors or shareholders to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under the author…

shareholders. Amendment by board of directors or (a) A corporation's shareholders may amend or repeal the corporation's bylaws. (b) A corporation's board of directors may amend or repeal the corporation's bylaws unless: (i) The articles of incorporation, W.S. 17-16-1021 or if app…

for directors. Bylaw increasing quorum or voting requirement (a) A bylaw that increases a quorum or voting requirement for the board of directors may be amended or repealed: (i) If originally adopted by the shareholders, only by the shareholders, unless the bylaw otherwise provid…

directors. Bylaw provisions relating to the election of (a) Unless the articles of incorporation specifically prohibit the adoption of a bylaw pursuant to this section, alter the vote specified in W.S. 17-16-728(a) or provide for cumulative voting, a public corporation may elect …

Reserved.

Merger. (a) One (1) or more domestic business corporations may merge with one (1) or more domestic or foreign business corporations or eligible entities pursuant to a plan of merger, or two (2) or more foreign business corporations or domestic or foreign eligible entities may mer…

(a) Share exchange. Through a share exchange: (i) A domestic corporation may acquire all of the shares of one (1) or more classes or series of shares of another domestic or foreign corporation, or all of the interests of one (1) or more classes or series of interests of a domesti…

Action on plan of merger or share exchange. (a) In the case of a domestic corporation that is a party to a merger or share exchange, the plan of merger or share exchange shall be adopted by the board of directors. After adopting a plan of merger or share exchange, the board of di…

Merger between parent and subsidiary or between subsidiaries. (a) A domestic parent corporation that owns shares of a domestic or foreign subsidiary corporation that carry at least eighty percent (80%) of the voting power of each class and series of the outstanding shares of a su…

Articles of merger or share exchange. (a) After a plan of merger or share exchange has been adopted and approved as required by this act, articles of merger or share exchange shall be executed on behalf of the surviving or acquiring corporation by any officer or other duly author…

(a) Effect of merger or share exchange. When a merger becomes effective: (i) The corporation or eligible entity that is designated in the plan of merger as the survivor continues or comes into existence, as the case may be and the separate existence of every corporation or eligib…

Abandonment of a merger or share exchange. (a) Unless otherwise provided in a plan of merger or share exchange or in the laws under which a foreign business corporation or a domestic or foreign eligible entity that is a party to a merger or a share exchange is organized or by whi…

Consolidation. (a) Any two (2) or more domestic corporations may consolidate into a new corporation pursuant to a plan of consolidation approved in the manner provided in this act. (b) The board of directors of each corporation shall, by a resolution adopted by each board, approv…

Approval by shareholders; abandonment of plan. (a) The board of directors of each corporation, upon approving the plan of consolidation, shall, by resolution, direct that the plan be submitted to a vote at a meeting of shareholders, which may be either an annual or a special meet…

Articles of consolidation. (a) Upon approval, articles of consolidation shall be delivered to the secretary of state for filing. The articles of consolidation shall set forth: (i) The plan of consolidation; (ii) As to each corporation the shareholders of which were required to vo…

Effect of consolidation. (a) A consolidation becomes effective upon filing by the secretary of state, or on a later date, not more than thirty (30) days subsequent to filing the plan with the secretary of state, as shall be provided in the plan. (b) When a consolidation takes eff…

corporations. Consolidation of domestic and foreign (a) One (1) or more foreign corporations and one (1) or more domestic corporations may be consolidated in the following manner, if the consolidation is permitted by the laws of the state under which each foreign corporation is o…

company. Conversion of corporation to limited liability (a) A domestic corporation may be converted to a domestic limited liability company pursuant to chapter 26 of this title. (b) A foreign corporation may be converted to a domestic limited liability company pursuant to chapter…

(a) Effect of conversion. Upon conversion: (i) All property owned by the corporation remains in the limited liability company; (ii) All obligations of the converting corporation continue as obligations of the resulting limited liability company; and (iii) An action or proceeding …

Disposition of assets not requiring shareholder approval. (a) No approval of the shareholders of a corporation is required unless the articles of incorporation otherwise provide: (i) To sell, lease, exchange, or otherwise dispose of any or all of the corporation's assets in the u…

Shareholder approval of certain dispositions. (a) A sale, lease, exchange, or other disposition of assets, other than a disposition described in W.S. 17-16-1201, requires approval of the corporation's shareholders if the disposition would leave the corporation without a significa…

(a) Definitions. As used in this article: (i) "Beneficial shareholder" means the person who is the beneficial owner of shares held in a voting trust or by a nominee on the beneficial owner's behalf; (ii) "Corporation" means the issuer of the shares held by a shareholder demanding…

Right to appraisal. (a) A shareholder is entitled to appraisal rights, and to obtain payment of the fair value of his shares in the event of, any of the following corporate actions: (i) Consummation of a plan of merger or consolidation to which the corporation is a party if: (A) …