CHAPTER 19 - WYOMING NONPROFIT CORPORATION ACT

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ARTICLE 1 - GENERAL PROVISIONS

17-19-101. Short title.

This act shall be known and may be cited as the "Wyoming

Nonprofit Corporation Act."

17-19-102. Reservation of power to amend or repeal.

The legislature shall have the power to amend or repeal all or

part of this act at any time and all domestic and foreign

corporations subject to this act shall be governed by the

amendment or repeal.

17-19-120. Filing requirements.

(a) A document shall satisfy the requirements of this

section, and of any other section that adds to or varies these

requirements, to be entitled to filing by the secretary of

state.

(b) This act shall require or permit filing the document

in the office of the secretary of state.

this act. It may contain other information as well.

(d) The document shall be typewritten or printed.

(e) The document shall be in the English language.

However, a corporate name need not be in English if written in

English letters or Arabic or Roman numerals, and the certificate

of existence required of foreign corporations need not be in

English if accompanied by an English translation acceptable to

the secretary of state.

(f) The document shall be executed:

(i) By the chairman of the board of directors of a

domestic or foreign corporation, by its president or by another

of its officers;

(ii) If directors have not been selected or the

corporation has not been formed, by an incorporator; or

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(iii) If the corporation is in the hands of a

receiver, trustee or other court-appointed fiduciary, by that

fiduciary.

(g) The person executing a document shall sign it manually

and shall state beneath or opposite the signature his name and

the capacity in which he signs. The document may, but need not,

contain:

(i) The corporate seal;

(ii) An attestation by the secretary or an assistant

secretary; or

(iii) An acknowledgment, verification or proof.

(h) If the secretary of state has prescribed a mandatory

form for a document under W.S. 17-19-121, the document shall be

in or on the prescribed form.

(j) The document shall be delivered to the office of the

secretary of state for filing and shall be accompanied by:

(i) One (1) exact or conformed copy (except as

provided in W.S. 17-28-103);

(ii) The correct filing fee; and

(iii) Any past due or currently due franchise tax,

license fee, other fee or penalty required by this act or other

law.

17-19-121. Forms.

(a) If the secretary of state so requires, use of forms

provided by the secretary of state pursuant to this subsection

is mandatory. The secretary of state may prescribe and furnish

on request forms for:

(i) An application for a certificate of existence;

(ii) A foreign corporation's application for a

certificate of authority to transact business in this state;

(iii) A foreign corporation's application for a

certificate of withdrawal;

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(iv) The annual report;

(v) A foreign corporation's application for a

certificate of continuance; and

(vi) A foreign corporation's application for

certificate of domestication.

(b) The secretary of state may prescribe and furnish on

request forms for other documents required or permitted to be

filed by this act but their use is not mandatory.

17-19-122. Filing, service and copying fees.

(a) The secretary of state shall collect the following

fees when the documents described in this subsection are

delivered for filing:

Document Fee

(i) Articles of Incorporation......$50.00

(ii) Repealed By Laws 2014, Ch. 65, § 2.

(iii) Repealed By Laws 2014, Ch. 65, § 2.

(iv) Amendment of articles of

incorporation.................................$25.00

(v) Application for certificate of authority

..............................................$50.00

(vi) Application for certificate of existence or

authorization.................................$20.00

(vii) Application for conversion..........$75.00

(b) The secretary of state shall collect a fee of five

dollars ($5.00) upon being served with process under this act.

comparable filing, service and copying fees for those documents

not listed in subsection (a) of this section.

17-19-123. Effective date of document.

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(a) Except as provided in subsection (b) of this section,

a document is effective:

(i) At the time of filing on the date it is filed, as

evidenced by the secretary of state's endorsement on the

original document; or

(ii) At the time specified in the document as its

effective time on the date it is filed.

(b) A document may specify a delayed effective time and

date, and if it does so the document becomes effective at the

time and date specified. If a delayed effective date but no time

is specified, the document is effective at the close of business

on that date. A delayed effective date for a document may not be

later than the 90th day after the date filed.

17-19-124. Correcting filed document.

(a) A domestic or foreign corporation may correct a

document filed by the secretary of state if the document:

(i) Contains an incorrect statement; or

(ii) Was defectively executed, attested, sealed,

verified or acknowledged.

(b) A document is corrected:

(i) By preparing articles of correction that:

(A) Describe the document, including its filing

date, or attach a copy of the document to the articles of

correction;

(B) Specify the incorrect statement and the

reason it is incorrect or the manner in which the execution was

defective; and

execution.

(ii) By delivering the articles of correction to the

secretary of state for filing.

date of the document they correct except as to persons relying

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on the uncorrected document and adversely affected by the

correction. As to those persons, articles of correction are

effective when filed.

17-19-125. Filing duty of secretary of state.

(a) If a document delivered to the office of the secretary

of state for filing satisfies the requirements of W.S. 17-19-

120, the secretary of state shall file it.

(b) The secretary of state files a document by stamping or

otherwise endorsing "Filed," together with his name and official

title and the date and the time of filing, on both the original

and copy of the document and on the receipt for the filing fee.

After filing a document, except as provided in W.S. 17-28-103,

the secretary of state shall deliver the document copy, with the

filing fee receipt (or acknowledgment of receipt if no fee is

required) attached, to the domestic or foreign corporation or

its representative. The secretary of state, in his discretion,

may issue a certificate evidencing the filing of a document upon

the payment of the requisite fee.

he shall return it to the domestic or foreign corporation or its

representative within fifteen (15) days after the document was

delivered, together with a brief, written explanation of the

reason or reasons for his refusal.

(d) The secretary of state's duty to file documents under

this section is ministerial. Filing or refusal to file a

document does not:

(i) Affect the validity or invalidity of the document

in whole or in part;

(ii) Relate to the correctness or incorrectness of

information contained in the document; or

(iii) Create a presumption that the document is valid

or invalid or that information contained in the document is

correct or incorrect.

17-19-126. Appeal from secretary of state's refusal

to file document.

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(a) If the secretary of state refuses to file a document

delivered to his office for filing, the domestic or foreign

corporation may, within thirty (30) days after the return of the

document, appeal the refusal to the district court of the county

where the corporation's principal office is located in the state

or, if the corporation does not have a principal office in the

state, the district court of the county where its registered

office is or will be located, or the district court of the

county of residence of an incorporator for a domestic

corporation, or in the district court of Laramie county. The

appeal is commenced by petitioning the court to compel filing

the document and by attaching to the petition the document and

the secretary of state's explanation of his refusal to file.

(b) The court may summarily order the secretary of state

to file the document or take other action the court considers

appropriate.

civil proceedings.

17-19-127. Evidentiary effect of copy of filed

document.

A certificate attached to a copy of a document filed by the

secretary of state, bearing his signature (which may be in

facsimile) and the seal of this state, is conclusive evidence

that the original document is on file with the secretary of

state.

17-19-128. Certificate of existence.

(a) Any person may apply to the secretary of state to

furnish a certificate of existence for a domestic or foreign

corporation.

(b) The certificate of existence sets forth:

(i) The domestic corporation's corporate name or the

foreign corporation's corporate name used in this state;

(ii) That:

(A) The domestic corporation is duly

incorporated under the law of this state, the date of its

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incorporation, and the period of its duration if less than

perpetual; or

(B) The foreign corporation is authorized to

transact business in this state.

(iii) That all fees, taxes and penalties owed to this

state have been paid, if:

(A) Payment is reflected in the records of the

secretary of state; and

(B) Nonpayment affects the good standing of the

domestic or foreign corporation.

(iv) That its most recent annual report required by

W.S. 17-19-1630 has been delivered to the secretary of state;

(v) That articles of dissolution have not been filed;

and

(vi) Other facts of record in the office of the

secretary of state that may be requested by the applicant.

certificate, a certificate of existence issued by the secretary

of state may be relied upon as conclusive evidence that the

domestic or foreign corporation is in existence or is authorized

to transact business in this state.

(d) The term "certificate of existence" is synonymous with

the term "certificate of good standing."

17-19-129. Repealed By Laws 2014, Ch. 65, § 2.

17-19-130. Powers.

The secretary of state has the power reasonably necessary to

perform the duties required of him by this act. The secretary of

state shall promulgate reasonable forms, rules and regulations

necessary to carry out the purposes of this act.

17-19-140. General definitions.

(a) As used in this act:

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(i) "Approved by (or approval by) the members" means

approved or ratified by the affirmative vote of a majority of

the votes represented and voting at a duly held meeting at which

a quorum is present (which affirmative votes also constitute a

majority of the required quorum) or by a written ballot or

written consent in conformity with this act or by the

affirmative vote, written ballot or written consent of such

greater proportion, including the votes of all the members of

any class, unit or grouping as may be provided in the articles,

bylaws or this act for any specified member action;

(ii) "Articles of incorporation" or "articles"

include amended and restated articles of incorporation and

articles of merger;

(iii) "Board" or "board of directors" means the board

of directors except that no person or group of persons are the

board of directors because of powers delegated to that person or

group pursuant to W.S. 17-19-801, and includes any person or

group under whose authority corporate powers are exercised and

under whose direction the affairs of the corporation are

managed, regardless of the name of the person or group whether

it be trustees, regents, overseers or some other name;

(iv) "Bylaws" means the code or codes of rules (other

than the articles) adopted pursuant to this act for the

regulation or management of the affairs of the corporation

irrespective of the name or names by which such rules are

designated;

(v) "Certificate of existence" means a certificate

issued pursuant to W.S. 17-19-128;

(vi) "Class" refers to a group of memberships which

have the same rights with respect to voting, dissolution,

redemption and transfer. For the purpose of this section, rights

shall be considered the same if they are determined by a formula

applied uniformly;

(vii) "Corporation" means public benefit, mutual

benefit and religious corporation;

(viii) "Delegates" means those persons elected or

appointed to vote in a representative assembly for the election

of a director or directors or on other matters;

(ix) "Deliver" includes mail;

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(x) "Directors" means individuals, designated in the

articles or bylaws or elected by the incorporators, and their

successors and individuals elected or appointed by any other

name or title to act as members of the board;

(xi) "Distribution" means the payment of a dividend

or any part of the income or profit of a corporation to its

members, directors or officers;

(xii) "Domestic corporation" means a corporation;

(xiii) "Effective date of notice" is defined in W.S.

17-19-141;

(xiv) "Employee" does not include an officer or

director who is not otherwise employed by the corporation;

(xv) "Entity" includes corporation and foreign

corporation, business corporation and foreign business

corporation, profit and nonprofit unincorporated association,

corporation sole, business trust, estate, partnership, trust,

and two (2) or more persons having a joint or common economic

interest, and state, United States and foreign government;

(xvi) "File," "filed," or "filing" means filed in the

office of the secretary of state;

(xvii) "Foreign corporation" means the corporation

organized under a law other than the law of this state which

would be a nonprofit corporation if formed under the laws of

this state;

(xviii) "Governmental subdivision" includes

authority, county, district, municipality and any other

political subdivision;

(xix) "Includes" denotes a partial definition;

(xx) "Individual" includes the estate of an

incompetent individual;

(xxi) "Means" denotes a complete definition;

(xxii) "Member" means (without regard to what a

person is called in the articles or bylaws) any person or

persons who on more than one (1) occasion, pursuant to a

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provision of a corporation's articles or bylaws, have the right

to vote for the election of a director or directors, subject to

the following:

(A) A person is not a member by virtue of any of

the following:

(I) Any rights the person has as a

delegate;

(II) Any rights the person has to designate

a director or directors; or

(III) Any rights the person has as a

director.

(B) All members or all members of a class of

members shall have the same number of votes unless the articles

of incorporation specify otherwise.

(xxiii) "Membership" refers to the rights and

obligations a member or members have pursuant to a corporation's

articles, bylaws and this act;

(xxiv) "Mutual benefit corporation" means a domestic

corporation which is formed as a mutual benefit corporation

pursuant to article 2 of this act or is required to be a mutual

benefit corporation pursuant to W.S. 17-19-1804;

(xxv) "Notice" is defined in W.S. 17-19-141;

(xxvi) "Person" includes any individual or entity;

(xxvii) "Principal office" means the office (within

or outside this state) so designated in the annual report;

(xxviii) "Proceeding" includes civil suit and

criminal, administrative, and investigatory action;

(xxix) "Public benefit corporation" means a domestic

corporation which is formed as a public benefit corporation

pursuant to article 2 of this act or is required to be a public

benefit corporation pursuant to W.S. 17-19-1804;

(xxx) "Record date" means the date established under

article 6 or 7 of this act on which a corporation determines the

identity of its members for the purposes of this act;

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(xxxi) "Religious corporation" means a domestic

corporation which is formed as a religious corporation pursuant

to article 2 of this act or is required to be a religious

corporation pursuant to W.S. 17-19-1804;

(xxxii) "Secretary" means the corporate officer to

whom the board of directors has delegated responsibility under

W.S. 17-19-840(b) for custody of the minutes of the directors'

and members' meetings and for authenticating the records of the

corporation;

(xxxiii) "State," when referring to a part of the

United States, includes a state and commonwealth (and their

agencies and governmental subdivisions) and a territory, and

insular possession (and their agencies and governmental

subdivisions) of the United States;

(xxxiv) "United States" includes district, authority,

bureau, commission, department and any other agency of the

United States;

(xxxv) "Vote" includes authorization by written

ballot and written consent;

(xxxvi) "Voting power" means the total number of

votes entitled to be cast for the election of directors at the

time the determination of voting power is made, excluding a vote

which is contingent upon the happening of a condition or event

that has not occurred at the time. Where a class is entitled to

vote as a class for directors, the determination of voting power

of the class shall be based on the percentage of the number of

directors the class is entitled to elect out of the total number

of authorized directors;

(xxxvii) "Registered agent" means as provided in W.S.

17-28-101 through 17-28-111;

(xxxviii) "This act" means W.S. 17-19-101 through 17-

19-1807.

17-19-141. Notice.

(a) Notice under this act shall be in writing unless oral

notice is reasonable under the circumstances.

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(b) Notice may be communicated in person; by telephone,

telegraph, teletype or other form of wire or wireless

communication; or by mail or private carrier. If these forms of

personal notice are impracticable, notice may be communicated by

a newspaper of general circulation in the area where published;

or by radio, television or other form of public broadcast

communication.

communicated in a comprehensible manner.

(d) Written notice, if in a comprehensible form, is

effective at the earliest of the following:

(i) When received;

(ii) Five (5) days after its deposit in the United

States mail, as evidenced by the postmark, if mailed correctly

addressed and with first class postage affixed;

(iii) On the date shown on the return receipt, if

sent by registered or certified mail, return receipt requested,

and the receipt is signed by or on behalf of the addressee;

(iv) Thirty (30) days after its deposit in the United

States mail, as evidenced by the postmark, if mailed correctly

addressed and with other than first class, registered or

certified postage affixed.

(e) Written notice is correctly addressed to a member of a

domestic or foreign corporation if addressed to the member's

address shown in the corporation's current list of members.

(f) A written notice or report delivered as part of a

newsletter, magazine or other publication regularly sent to

members shall constitute a written notice or report if addressed

or delivered to the member's address shown in the corporation's

current list of members, or in the case of members who are

residents of the same household and who have the same address in

the corporation's current list of members, if addressed or

delivered to one (1) of such members, at the address appearing

on the current list of members.

(g) Written notice is correctly addressed to a domestic or

foreign corporation (authorized to transact business in this

state), other than in its capacity as a member, if addressed to

its registered agent or to its secretary at its principal office

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shown in its most recent annual report or, in the case of a

foreign corporation that has not yet delivered an annual report,

in its application for a certificate of authority.

(h) If W.S. 17-19-705(b) or any other provision of this

act prescribes notice requirements for particular circumstances,

those requirements govern. If articles or bylaws prescribe

notice requirements, not inconsistent with this section or other

provisions of this act, those requirements govern.

17-19-150. Private foundations.

(a) Except where otherwise determined by a court of

competent jurisdiction, a corporation that is a private

foundation as defined in section 509(a) of the Internal Revenue

Code of 1986:

(i) Shall distribute such amounts for each taxable

year at such time and in such manner as not to subject the

corporation to tax under section 4942 of the code;

(ii) Shall not engage in any act of self-dealing as

defined in section 4941(d) of the code;

(iii) Shall not retain any excess business holdings

as defined in section 4943(c) of the code;

(iv) Shall not make any taxable expenditures as

defined in section 4944 of the code;

(v) Shall not make any taxable expenditures as

defined in section 4945(d) of the code.

(b) All references in this section to sections of the code

shall be to such sections of the Internal Revenue Code of 1986

as amended from time to time, or to corresponding provisions of

subsequent internal revenue laws of the United States.

17-19-160. Judicial relief.

(a) If for any reason it is impractical or impossible for

any corporation to call or conduct a meeting of its members,

delegates or directors, or otherwise obtain their consent, in

the manner prescribed by its articles, bylaws or this act, then

upon petition of a director, officer, delegate, member or the

attorney general, the district court of the county where the

corporation's principal office is located in the state or, if

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the corporation does not have a principal office in this state,

of the county where its registered office is located, may order

that such a meeting be called or that a written ballot or other

form of obtaining the vote of members, delegates or directors be

authorized, in such a manner as the court finds fair and

equitable under the circumstances.

(b) The court shall, in an order issued pursuant to this

section, provide for a method of notice reasonably designed to

give actual notice to all persons who would be entitled to

notice of a meeting held pursuant to the articles, bylaws and

this act, whether or not the method results in actual notice to

all such persons or conforms to the notice requirements that

would otherwise apply. In a proceeding under this section the

court may determine who the members or directors are.

with any requirement relating to the holding of or voting at

meetings or obtaining votes, including any requirement as to

quorums or as to the number or percentage of votes needed for

approval, that would otherwise be imposed by the articles,

bylaws or this act.

(d) Whenever practical any order issued pursuant to this

section shall limit the subject matter of meetings or other

forms of consent authorized to items, including amendments to

the articles or bylaws, the resolution of which will or may

enable the corporation to continue managing its affairs without

further resort to this section; provided, however, that an order

under this section may also authorize the obtaining of whatever

votes and approvals are necessary for the dissolution, merger,

consolidation or sale of assets.

(e) Any meeting or other method of obtaining the vote of

members, delegates or directors conducted pursuant to an order

issued under this section, and that complies with all the

provisions of such order, is for all purposes a valid meeting or

vote, as the case may be, and shall have the same force and

effect as if it complied with every requirement imposed by the

articles, bylaws and this act.

17-19-170. Attorney general.

(a) The secretary of state shall be given notice of the

commencement of any proceeding that this act authorizes the

attorney general to bring but that has been commenced by another

person.

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(b) Whenever any provision of this act requires that

notice be given to the secretary of state before or after

commencing a proceeding or permits the attorney general to

commence a proceeding:

(i) If no proceeding has been commenced, the attorney

general may take appropriate action including, but not limited

to, seeking injunctive relief;

(ii) If a proceeding has been commenced by a person

other than the attorney general, the attorney general, as of

right, may intervene in such proceeding.

17-19-180. Constitutional protections.

If religious doctrine governing the affairs of a religious

corporation is inconsistent with the provisions of this act on

the same subject, the religious doctrine shall control to the

extent required by the constitution of the United States or the

constitution of this state or both.

ARTICLE 2 - ORGANIZATION

17-19-201. Incorporators.

One (1) or more persons may act as the incorporator or

incorporators of a corporation by delivering articles of

incorporation to the secretary of state for filing.

17-19-202. Articles of incorporation.

(a) The articles of incorporation shall set forth:

(i) A corporate name for the corporation that

satisfies the requirements of W.S. 17-19-401;

(ii) One (1) of the following statements:

(A) This corporation is a public benefit

corporation;

(B) This corporation is a mutual benefit

corporation;

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(iii) The street address of the corporation's initial

registered office and the name of its initial registered agent

at that office;

(iv) The name and address of each incorporator;

(v) Whether or not the corporation will have members;

and

(vi) Provisions not inconsistent with law regarding

the distribution of assets on dissolution. These provisions may

be consistent with the requirements of the Internal Revenue

Code, as amended, for tax exempt status.

(b) The articles of incorporation may set forth:

(i) Any provision required by the Internal Revenue

Code, as amended, for tax exempt or other tax status;

(ii) The purpose or purposes for which the

corporation is organized, which may be, either alone or in

combination with other purposes, the transaction of any lawful

activity;

(iii) The names and addresses of the individuals who

are to serve as the initial directors;

(iv) Provisions not inconsistent with law regarding:

(A) Managing and regulating the affairs of the

corporation;

(B) Defining, limiting and regulating the powers

of the corporation, its board of directors and members (or any

class of members); and

limitations and obligations attaching to each or any class of

members.

(v) Any provision that under this act is required or

permitted to be set forth in the bylaws;

(vi) Any provision giving members different numbers

of votes on all questions or particular classes of questions,

unequal assessments, or in the case of mutual benefit

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corporations, unequal rights to assets upon dissolution. These

provisions may include the basis upon which these inequalities

are to be determined. For mutual benefit corporations, the

provisions may include rights of dissent if these rights or

inequalities are changed.

shall sign the articles.

(d) The articles of incorporation need not set forth any

of the corporate powers enumerated in this act.

(e) The articles of incorporation shall be accompanied by

a written consent to appointment manually signed by the

registered agent.

17-19-203. Incorporation.

(a) Unless a delayed effective date is specified, the

corporate existence begins when the articles of incorporation

are filed.

(b) The secretary of state's filing of the articles of

incorporation is conclusive proof that the incorporators

satisfied all conditions precedent to incorporation except in a

proceeding by the state to cancel or revoke the incorporation or

involuntarily dissolve the corporation.

17-19-204. Liability for preincorporation

transactions.

All persons purporting to act as or on behalf of a corporation

formed under this act, knowing there was no incorporation under

this act, are jointly and severally liable for all liabilities

created while so acting.

17-19-205. Organization of corporation.

(a) After incorporation:

(i) If initial directors are named in the articles of

incorporation, the initial directors shall hold an

organizational meeting, at the call of a majority of the

directors, to complete the organization of the corporation by

appointing officers, adopting bylaws and carrying on any other

business brought before the meeting;

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(ii) If initial directors are not named in the

articles, the incorporator or incorporators shall hold an

organizational meeting at the call of a majority of the

incorporators:

(A) To elect directors and complete the

organization of the corporation; or

(B) To elect a board of directors who shall

complete the organization of the corporation.

(b) Action required or permitted by this act to be taken

by incorporators at an organizational meeting may be taken

without a meeting if the action taken is evidenced by one (1) or

more written consents describing the action taken and signed

either manually or in facsimile by each incorporator.

this state.

17-19-206. Bylaws.

(a) The incorporators or board of directors of a

corporation shall adopt initial bylaws for the corporation.

(b) The bylaws may contain any provision for regulating

and managing the affairs of the corporation that is not

inconsistent with law or the articles of incorporation.

(i) An annual meeting shall be held within three (3)

months after the close of the corporation's fiscal year;

(ii) The required officers shall be the president,

the secretary and the treasurer; and

(iii) Bylaws may be adopted at any director or member

meeting.

17-19-207. Emergency bylaws and powers.

(a) Unless the articles of incorporation provide

otherwise, the board of directors of a corporation may adopt

bylaws to be effective only in an emergency defined in

subsection (d) of this section. The emergency bylaws, which are

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subject to amendment or repeal by the members, may make all

provisions necessary for managing the corporation during the

emergency, including:

(i) Procedures for calling a meeting of the board of

directors;

(ii) Quorum requirements for the meeting; and

(iii) Designation of additional or substitute

directors.

(b) All provisions of the regular bylaws consistent with

the emergency bylaws remain effective during the emergency. The

emergency bylaws are not effective after the emergency ends.

with the emergency bylaws:

(i) Binds the corporation; and

(ii) Shall not be used to impose liability on a

corporate director, officer, employee or agent unless the action

violates standards otherwise set forth in this act.

(d) An emergency exists for purposes of this section if a

quorum of the corporation's directors cannot readily be

assembled because of some extraordinary event.

ARTICLE 3 - PURPOSES AND POWERS

17-19-301. Purposes.

(a) Every corporation incorporated under this act has the

purpose of engaging in any lawful activity unless a more limited

purpose is set forth in the articles of incorporation.

(b) A corporation engaging in an activity that is subject

to regulation under another statute of this state may

incorporate under this act only if permitted by, and subject to

all limitations of, the other statute.

17-19-302. General powers.

(a) Unless its articles of incorporation provide

otherwise, every corporation has perpetual duration and

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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 limitation, power:

(i) To sue and be sued, complain and defend in its

corporate name;

(ii) To have a corporate seal, which may be altered

at will, and to use it, or a facsimile of it, by impressing or

affixing or in any other manner reproducing it;

(iii) To make and amend bylaws not inconsistent with

its articles of incorporation or with the laws of this state,

for regulating and managing the affairs of the corporation;

(iv) To purchase, receive, lease or otherwise

acquire, and own, hold, improve, use and otherwise deal with,

real or personal property or any legal or equitable interest in

property, wherever located;

(v) To sell, convey, mortgage, pledge, lease,

exchange and otherwise dispose of all or any part of its

property;

(vi) To purchase, receive, subscribe for or otherwise

acquire, own, hold, vote, use, sell, mortgage, lend, pledge or

otherwise dispose of, and deal in and with, shares or other

interests in, or obligations of any entity;

(vii) To make contracts and guaranties, incur

liabilities, borrow money, issue notes, bonds and other

obligations, and secure any of its obligations by mortgage or

pledge of any of its property, franchises or income;

(viii) To lend money, invest and reinvest its funds

and receive and hold real and personal property as security for

repayment, except as limited by W.S. 17-19-832;

(ix) To be a promoter, partner, member, associate or

manager of any partnership, joint venture, trust or other

entity;

(x) To conduct its activities, locate offices and

exercise the powers granted by this act within or without this

state;

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(xi) To elect or appoint directors, officers,

employees and agents of the corporation, define their duties and

fix their compensation;

(xii) To pay pensions and establish pension plans,

pension trusts and other benefit and incentive plans for any or

all of its current or former directors, officers, employees and

agents;

(xiii) To make donations not inconsistent with law

for the public welfare or for charitable, religious, scientific

or educational purposes and for other purposes that further the

corporate interest;

(xiv) To impose dues, assessments, admission and

transfer fees upon its members;

(xv) To establish conditions for admission of

members, admit members and issue memberships;

(xvi) To carry on a business;

(xvii) To do all things necessary or convenient, not

inconsistent with law, to further the activities and affairs of

the corporation.

17-19-303. 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 principal office, designate

alternative principal offices or regional offices, or authorize

the officers to do so.

(b) During an emergency defined in subsection (d) of this

section, unless emergency bylaws provide otherwise:

(i) Notice of a meeting of the board of directors

need be given only to those directors whom it is practicable to

reach and may be given in any practicable manner, including by

publication and radio; and

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(ii) One (1) or more officers of the corporation

present at a meeting of the board of directors may be deemed to

be directors for the meeting, in order of rank and within the

same rank in order of seniority, as necessary to achieve a

quorum.

emergency under this section to further the ordinary affairs of

the corporation:

(i) Binds the corporation; and

(ii) May not be used to impose liability on a

corporate director, officer, employee or agent unless the action

violates standards otherwise set forth in this act.

(d) An emergency exists for the purposes of this section

if a quorum of the corporation's directors cannot readily be

assembled because of some extraordinary event.

17-19-304. 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 corporation to enjoin an act where a

third party has not acquired rights. The proceeding may be

brought by the attorney general, a director or by a member or

members in a derivative proceeding.

proceeding against an incumbent or former director, officer,

employee or agent of the corporation. The proceeding may be

brought by a director, the corporation, directly, derivatively,

or through a receiver, a trustee or other legal representative,

or in the case of a public benefit corporation, by the attorney

general.

ARTICLE 4 - NAMES

17-19-401. Corporate name.

(a) A corporate name may not contain language stating or

implying that the corporation is organized for a purpose other

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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 corporate name shall not be the same as, or

deceptively similar to the name of any trademark or service mark

registered in this state and shall be distinguishable upon the

records of the secretary of state from other business names as

required by W.S. 17-16-401.

authorization to use a name that is not distinguishable in

accordance with the provisions of W.S. 17-16-401(c).

(i) Repealed By Laws 1996, ch. 80, § 3.

(ii) Repealed By Laws 1996, ch. 80, § 3.

(d) A corporation may use the name, including the

fictitious name, of another domestic or foreign corporation that

is used in this state if the other corporation is incorporated

or authorized to transact business in this state and the

proposed user corporation:

(i) Has merged with the other corporation; or

(ii) Has been formed by reorganization of the other

corporation; or

(iii) Has acquired all or substantially all of the

assets, including the corporate name, of the other corporation.

(iv) Repealed By Laws 1996, ch. 80, § 3.

(e) This act does not control the use of fictitious names.

17-19-402. 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 the name and address of the

applicant and the name proposed to be reserved. If the secretary

of state finds that the corporate name applied for is available,

he shall file the application pursuant to W.S. 17-19-125 and

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reserve the name for the applicant's exclusive use for a

nonrenewable one hundred twenty (120) day period.

(b) The owner of a reserved corporate name may transfer

the reservation to another person by delivering to the secretary

of state a manually signed notice of the transfer that states

the name and address of the transferee.

ARTICLE 5 - OFFICE AND AGENT

17-19-501. 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, Ch. 90, § 3.

(B) Repealed by Laws 2008, Ch. 90, § 3.

(b) The provisions of W.S. 17-28-101 through 17-28-111

shall apply to all nonprofit corporations.

17-19-502. Repealed by Laws 2008, Ch. 90, § 3.

17-19-503. Repealed by Laws 2008, Ch. 90, § 3.

17-19-504. Repealed by Laws 2008, Ch. 90, § 3.

ARTICLE 6 - MEMBERS AND MEMBERSHIPS

17-19-601. 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.

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17-19-602. 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.

17-19-603. No requirement of members.

A corporation is not required to have members.

17-19-610. 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 shall have the same

rights and obligations with respect to any other matters, except

as set forth in or authorized by the articles or bylaws.

17-19-611. 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 arising therefrom.

restriction on them shall be binding with respect to a member

holding a membership issued prior to the adoption of the

restriction unless the restriction is approved by the members

and the affected member.

17-19-612. 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.

17-19-613. 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,

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assessments or fees is not, by itself, sufficient to impose

liability without the consent or acquiescence of the member.

17-19-614. 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 whole or in part or unless such proceeding would

be useless.

(b) All creditors of the corporation, with or without

reducing their claims to judgment, may intervene in any

creditor's proceeding brought under subsection (a) of this

section to reach and apply unpaid amounts due the corporation.

Any or all members who owe amounts to the corporation may be

joined in such proceeding.

17-19-620. 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.

17-19-621. 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

is carried out in good faith.

(b) A procedure is fair and reasonable when either:

(i) The articles or bylaws set forth a procedure that

provides:

(A) Not less than fifteen (15) days prior

written notice of the expulsion, suspension or termination and

the reasons therefor; and

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(B) An opportunity for the member to be heard,

orally or in writing, not less than five (5) days before the

effective date of the expulsion, suspension or termination by a

person or persons authorized to decide that the proposed

expulsion, termination or suspension not take place; or

(ii) It is fair and reasonable taking into

consideration all of the relevant facts and circumstances.

first class, return receipt requested, sent to the last address

of the member shown on the corporation's records.

(d) Any proceeding challenging an expulsion, suspension or

termination, including a proceeding in which defective notice is

alleged, shall be commenced within one (1) year after the

effective date of the expulsion, suspension or termination.

(e) A member who has been expelled or suspended may be

liable to the corporation for dues, assessments or fees as a

result of obligations incurred or commitments made prior to

expulsion or suspension.

17-19-622. 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 pursuant to the conditions set

forth in or authorized by its articles or bylaws. No payment

shall be made in violation of article 13 of this act.

17-19-630. 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 director.

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(b) In any proceeding under this section, each complainant

shall be a member or director at the time of bringing the

proceeding.

corporation shall be verified and allege with particularity the

demand made, if any, to obtain action by the directors and

either why the complainants could not obtain the action or why

they did not make the demand. If a demand for action was made

and the corporation's investigation of the demand is in progress

when the proceeding is filed, the court may stay the suit until

the investigation is completed.

(d) On termination of the proceeding the court may require

the complainants to pay any defendant's reasonable expenses,

including counsel fees, incurred in defending the suit if it

finds that the proceeding was commenced frivolously or in bad

faith.

(e) If the proceeding on behalf of the corporation results

in the corporation taking some action requested by the

complainants or otherwise was successful, in whole or in part,

or if anything was received by the complainants as the result of

a judgment, compromise or settlement of an action or claim, the

court may award the complainants reasonable expenses, including

counsel fees.

(f) The complainants shall notify the secretary of state

within ten (10) days after commencing any proceeding under this

section if the proceeding involves a public benefit corporation

or assets held in charitable trust by a mutual benefit

corporation. The secretary of state shall then notify the

attorney general.

17-19-640. 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 delegates including their

selection and removal;

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(ii) Calling, noticing, holding and conducting

meetings of delegates; and

(iii) Carrying on corporate activities during and

between meetings of delegates.

ARTICLE 7 - MEMBERS' MEETINGS AND VOTING

17-19-701. 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 the

bylaws.

or out of this state at the place stated in or fixed in

accordance with the bylaws. If no place is stated in or fixed in

accordance with the bylaws, annual and regular meetings shall be

held at the corporation's principal office.

(d) At the annual meeting:

(i) The president and chief financial officer shall

report on the activities and financial condition of the

corporation; and

(ii) The members shall consider and act upon such

other matters as may be raised consistent with the notice

requirements of W.S. 17-19-705 and 17-19-723(b).

(e) At regular meetings the members shall consider and act

upon such matters as may be raised consistent with the notice

requirements of W.S. 17-19-705 and 17-19-723(b).

(f) The failure to hold an annual or regular meeting at a

time stated in or fixed in accordance with a corporation's

bylaws does not affect the validity of any corporate action.

17-19-702. Special meeting.

(a) A corporation with members shall hold a special

meeting of members:

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(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 of at least five percent

(5%) of the voting power of any corporation sign, date, and

deliver to any corporate officer one (1) or more written demands

for the meeting describing the purpose or purposes for which it

is to be held.

(b) The close of business on the 30th day before delivery

of the demand or demands for a special meeting to any corporate

officer is the record date for the purpose of determining

whether the five percent (5%) requirement of subsection (a) of

this section has been met.

paragraph (a)(ii) of this section is not given pursuant to W.S.

17-19-705 within thirty (30) days after the date the written

demand or demands are delivered to a corporate officer,

regardless of the requirements of subsection (d) of this

section, a person signing the demand or demands may set the time

and place of the meeting and give notice pursuant to W.S. 17-19-

705.

(d) Special meetings of members may be held in or out of

this state at the place stated in or fixed in accordance with

the bylaws. If no place is stated or fixed in accordance with

the bylaws, special meetings shall be held at the corporation's

principal office.

(e) Only those matters that are within the purpose or

purposes described in the meeting notice required by W.S. 17-19-

705 shall be conducted at a special meeting of members.

17-19-703. 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 annual or regular meeting, and in

the case of a public benefit corporation, the attorney general,

if an annual meeting was not held within fifteen (15) months

after its last annual meeting;

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(ii) On application of any member or other person

entitled to participate in a regular meeting, and in the case of

a public benefit corporation, the attorney general, if a regular

meeting is not held within forty (40) days after the date it was

required to be held; or

(iii) On application of a member who signed a demand

for a special meeting valid under W.S. 17-19-702, a person or

persons entitled to call a special meeting and, in the case of a

public benefit corporation, the attorney general, if:

(A) Notice of the special meeting was not given

within thirty (30) days after the date the demand was delivered

to a corporate officer; or

(B) The special meeting was not held in

accordance with the notice.

(b) The court may fix the time and place of the meeting,

specify a record date for determining members entitled to notice

of and to vote at the meeting, prescribe the form and content of

the meeting notice, fix the quorum required for specific matters

to be considered at the meeting or direct that the votes

represented at the meeting constitute a quorum for action on

those matters, and enter other orders necessary to accomplish

the purpose or purposes of the meeting.

corporation to pay the member's costs, including reasonable

counsel fees, incurred to obtain the order.

17-19-704. 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 approved by ninety percent (90%) of the members

entitled to vote on the action. The action shall be evidenced by

one (1) or more written consents describing the action approved,

signed either manually or in facsimile, by the requisite number

of members entitled to vote on the action, and delivered to the

corporation for inclusion in the minutes or filing with the

corporate records.

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(b) If not otherwise determined under W.S. 17-19-703 or

17-19-707, the record date for determining members entitled to

take action without a meeting is the date the first member signs

the consent under subsection (a) of this section.

a meeting vote and may be described as such in any document

filed with the secretary of state.

17-19-705. 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 may also be fair and reasonable when all

the circumstances are considered; provided, however, that notice

of matters referred to in paragraph (c)(ii) of this section

shall be given as provided in subsection (c) of this section.

(i) The corporation notifies its members of the

place, date and time of each annual, regular and special meeting

of members no fewer than ten (10) nor more than sixty (60) days

before the meeting date;

(ii) Notice of an annual or regular meeting includes

a description of any matter or matters that shall be approved by

the members under W.S. 17-19-831, 17-19-856, 17-19-1003, 17-19-

1021, 17-19-1104, 17-19-1202, 17-19-1401 or 17-19-1402; and

(iii) Notice of a special meeting includes a

description of the matter or matters for which the meeting is

called.

(d) Unless the bylaws require otherwise, if an annual,

regular or special meeting of members is adjourned to a

different date, time or place, notice need not be given of the

new date, time or place, if the new date, time or place is

announced at the meeting before adjournment. If a new record

date for the adjourned meeting is or shall be fixed under W.S.

17-19-707, however, notice of the adjourned meeting shall be

given under this section to the members of record as of the new

record date.

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(e) When giving notice of an annual, regular or special

meeting of members, a corporation shall give notice of a matter

a member intends to raise at the meeting if:

(i) Requested in writing to do so by a person

entitled to call a special meeting; and

(ii) The request is received by the secretary or

president of the corporation at least ten (10) days before the

corporation gives notice of the meeting.

17-19-706. 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 the corporation for inclusion in the minutes

or filing with the corporate records.

(b) A member's attendance at a meeting:

(i) Waives objection to lack of notice or defective

notice of the meeting, unless the member at the beginning of the

meeting objects to holding the meeting or transacting business

at the meeting; and

(ii) Waives objection to consideration of a

particular matter at the meeting that is not within the purpose

or purposes described in the meeting notice, unless the member

objects to considering the matter when it is presented.

17-19-707. 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 record date, the board may

fix a future date as the record date. If no record date is

fixed, members at the close of business on the business day

preceding the day on which notice is given, or if notice is

waived, at the close of business on the business day preceding

the day on which the meeting is held, are entitled to notice of

the meeting.

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(b) 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 vote at a members' meeting. If the bylaws do

not fix or provide for fixing a record date, the board may fix a

future date as the record date. If no record date is fixed,

members on the date of the meeting who are otherwise eligible to

vote are entitled to vote at the meeting.

determining a date as the record date for the purpose of

determining the members entitled to exercise any rights in

respect of any other lawful action. If the bylaws do not fix or

provide for fixing a record date, the board may fix in advance a

record date. If no record date is fixed, members at the close of

business on the day on which the board adopts the resolution

relating thereto, or the 60th day prior to the date of such

other action, whichever is later, are entitled to exercise

rights.

(d) A record date fixed under this section shall not be

more than seventy (70) days before the meeting or action

requiring a determination of members occurs.

(e) A determination of members entitled to notice of or to

vote at a membership meeting is effective for any adjournment of

the meeting unless the board fixes a new date for determining

the right to notice or the right to vote, which it shall do if

the meeting is adjourned to a date more than seventy (70) days

after the record date for determining members entitled to notice

of the original meeting.

(f) If a court orders a meeting adjourned to a date more

than one hundred twenty (120) days after the date fixed for the

original meeting, it may provide that the original record date

for notice or voting continues in effect or it may fix a new

record date for notice or voting.

17-19-708. 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 the matter.

(b) A written ballot shall:

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(i) Set forth each proposed action; and

(ii) Provide an opportunity to vote for or against

each proposed action.

shall be valid only when the number of votes cast by ballot

equals or exceeds the quorum required to be present at a meeting

authorizing the action, and the number of approvals equals or

exceeds the number of votes that would be required to approve

the matter at a meeting at which the total number of votes cast

was the same as the number of votes cast by ballot.

(d) All solicitations for votes by written ballot shall:

(i) Indicate the number of responses needed to meet

the quorum requirements;

(ii) State the percentage of approvals necessary to

approve each matter other than election of directors; and

(iii) Specify the time by which a ballot shall be

received by the corporation in order to be counted.

(e) Except as otherwise provided in the articles or

bylaws, a written ballot shall not be revoked.

17-19-720. 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

entitled to vote at the meeting. The corporation shall prepare

on a current basis through the time of the membership meeting a

list of members, if any, who are entitled to vote at the

meeting, but not entitled to notice of the meeting. This list

shall be prepared on the same basis and be part of the list of

members.

(b) The list of members shall be available for inspection

by any member for the purpose of communication with other

members concerning the meeting, beginning two (2) business days

after notice is given of the meeting for which the list was

prepared and continuing through the meeting, at the

corporation's principal office or at a reasonable place

identified in the meeting notice in the city where the meeting

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will be held. A member, a member's agent or attorney is entitled

on written demand to inspect and, subject to the limitations of

W.S. 17-19-1602(c) and 17-19-1605, to copy the list, at a

reasonable time and at the member's expense, during the period

it is available for inspection.

available at the meeting, and any member, a member's agent or

attorney is entitled to inspect the list at any time during the

meeting or any adjournment.

(d) If the corporation refuses to allow a member, a

member's agent or attorney to inspect the list of members before

or at the meeting, or copy the list as permitted by subsection

(b) of this section, the district court of the county where a

corporation's principal office, or if none in this state, its

registered office is located, on application of the member, may

summarily order the inspection or copying at the corporation's

expense and may postpone the meeting for which the list was

prepared until the inspection or copying is complete and may

order the corporation to pay the member's costs, including

reasonable counsel fees, incurred to obtain the order.

(e) Unless a written demand to inspect and copy a

membership list has been made under subsection (b) of this

section prior to the membership meeting and a corporation

improperly refuses to comply with the demand, refusal or failure

to comply with this section does not affect the validity of

action taken at the meeting.

(f) The articles or bylaws of a religious corporation may

limit or abolish the rights of a member under this section to

inspect and copy any corporate record.

17-19-721. 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

persons, their acts with respect to voting shall have the

following effect:

(i) If only one (1) votes, such act binds all; and

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(ii) If more than one (1) votes, the vote shall be

divided on a pro rata basis.

17-19-722. 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 decrease the quorum for any

member action may be approved by the members or, unless

prohibited by the bylaws, by the board.

any member action shall be approved by the members.

(d) Unless one-third (1/3) or more of the voting power is

present in person or by proxy, the only matters that can be

voted upon at an annual or regular meeting of members are those

matters that are described in the meeting notice.

17-19-723. 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 of the members.

(b) A bylaw amendment to increase or decrease the vote

required for any member action shall be approved by the members.

17-19-724. 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.

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(b) Unless the articles or bylaws prohibit or limit proxy

voting, a member may appoint a proxy to vote or otherwise act

for the member by signing an appointment form either personally

or by an attorney-in-fact.

by the secretary or other officer or agent authorized to

tabulate votes. An appointment is valid for eleven (11) months

unless a different period is expressly provided in the

appointment form; provided however that no proxy shall be valid

for more than three (3) years from its date of execution.

(d) An appointment of a proxy is revocable by the member.

(e) The death or incapacity of the member 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 authority under the

appointment.

(f) Appointment of a proxy is revoked by the person

appointing the proxy:

(i) Attending any meeting and voting in person; or

(ii) Signing and delivering to the secretary or other

officer or agent authorized to tabulate proxy votes either a

writing stating that the appointment of the proxy is revoked or

a subsequent appointment form.

(g) Subject to W.S. 17-19-727 and any express limitation

on the proxy's authority appearing on the face of the

appointment form, a corporation is entitled to accept the

proxy's vote or other action as that of the member making the

appointment.

17-19-725. 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 for a single candidate or distribute the product among

two (2) or more candidates.

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(b) Cumulative voting is not authorized at a particular

meeting unless:

(i) The meeting notice or statement accompanying the

notice states that cumulative voting will take place; or

(ii) A member gives notice during the meeting and

before the vote is taken of the member's intent to cumulate

votes, and if one (1) member gives this notice all other members

participating in the election are entitled to cumulate their

votes without giving further notice.

by the members without cause if the requirements of W.S. 17-19-

808 are met unless the votes cast against removal, or not

consenting in writing to removal, would be sufficient to elect

the director if voted cumulatively at an election at which the

same total number of votes were cast (or, if such action is

taken by written ballot, all memberships entitled to vote were

voted) and the entire number of directors authorized at the time

of the director's most recent election were then being elected.

(d) Members shall not cumulatively vote if the directors

and members are identical.

17-19-726. 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) By any other reasonable method.

17-19-727. 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 act of the

member.

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(b) If the name signed on a vote, consent, waiver or proxy

appointment does not correspond to the record name of a member,

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 member if:

(i) The member is an entity and the name signed

purports to be that of an officer or agent of the entity;

(ii) The name signed purports to be that of an

attorney-in-fact of the member and if the corporation requests,

evidence acceptable to the corporation of the signatory's

authority to sign for the member has been presented with respect

to the vote, consent, waiver or proxy appointment;

(iii) Two (2) or more persons hold the membership as

cotenants or fiduciaries and the name signed purports to be the

name of at least one (1) of the coholders and the person signing

appears to be acting on behalf of all the coholders; and

(iv) In the case of a mutual benefit corporation:

(A) The name signed purports to be that of an

administrator, executor, guardian or conservator representing

the member 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;

(B) The name signed purports to be that of a

receiver or trustee in bankruptcy of the member, 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.

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 member.

(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 are

not liable in damages to the member for the consequences of the

acceptance or rejection.

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(e) Corporate action based on the acceptance or rejection

of a vote, consent, waiver or proxy appointment under this

section is valid unless a court of competent jurisdiction

determines otherwise.

(f) In the case where a member is an entity or where

approval is required by a third party which is an entity, the

corporation is entitled to accept the vote provided the

individual who casts the vote for the entity presents the

corporation with a written resolution or other written

authorization to vote for the entity.

17-19-730. 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 a reasonable purpose not inconsistent with the

corporation's public or charitable purposes.

(b) A voting agreement created under this section is

specifically enforceable.

ARTICLE 8 - DIRECTORS AND OFFICERS

17-19-801. 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 the direction of, its board.

exercise some or all of the powers which would otherwise be

exercised by a board. To the extent so authorized any such

person or persons shall have the duties and responsibilities of

the directors, and the directors shall be relieved to that

extent from such duties and responsibilities.

17-19-802. Qualifications of directors.

All directors shall be individuals. The articles or bylaws may

prescribe additional qualifications for directors.

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17-19-803. 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 time by amendment

to or in the manner prescribed in the articles or bylaws.

17-19-804. 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 other

time or method of election, or provide that some of the

directors are appointed by some other person or designated.

(b) If the corporation does not have members, all the

directors, except the initial directors, shall be elected,

appointed or designated as provided in the articles or bylaws.

If no method of designation or appointment is set forth in the

articles or bylaws, the directors, other than the initial

directors, shall be elected by the board.

17-19-805. 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 director shall be one (1) year. Directors may be

elected for successive terms.

(b) A decrease in the number of directors or term of

office does not shorten an incumbent director's term.

(i) The term of a director filling a vacancy in the

office of a director elected by members expires at the next

election of directors by members; and

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(ii) The term of a director filling any other vacancy

expires at the end of the unexpired term that the director is

filling.

(d) Despite the expiration of a director's term, the

director continues to serve until the director's successor is

elected, designated or appointed and qualifies, or until there

is a decrease in the number of directors.

17-19-806. 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.

17-19-807. 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 unless the notice specifies a later effective date. If

a resignation is made effective at a later date, the board may

fill the pending vacancy before the effective date if the board

provides that the successor does not take office until the

effective date.

17-19-808. 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 removed only by the members of that class,

chapter, unit or grouping.

a director may be removed under subsection (a) or (b) of this

section only if the number of votes cast to remove the director

would be sufficient to elect the director at a meeting to elect

directors.

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(d) If cumulative voting is authorized, a director may not

be removed if the number of votes, or if the director was

elected by a class, chapter, unit or grouping of members, the

number of votes of that class, chapter, unit or grouping,

sufficient to elect the director under cumulative voting is

voted against the director's removal.

(e) A director elected by members may be removed by the

members 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.

(f) In computing whether a director is protected from

removal under subsections (b) through (d) of this section, it

should be assumed that the votes against removal are cast in an

election for the number of directors of the class to which the

director to be removed belonged on the date of that director's

election.

(g) An entire board of directors may be removed under

subsections (a) through (e) of this section.

(h) A director elected by the board may be removed without

cause by the vote of two-thirds (2/3) of the directors then in

office or any greater number as is set forth in the articles or

bylaws; provided, however, that a director elected by the board

to fill the vacancy of a director elected by the members may be

removed without cause by the members, but not by the board.

(j) If, at the beginning of a director's term on the

board, the articles or bylaws provide that the director may be

removed for missing a specified number of board meetings, the

board may remove the director for failing to attend the

specified number of meetings. The director may be removed only

if a majority of the directors then in office vote for the

removal.

(k) The articles or bylaws of a religious corporation may:

(i) Limit the application of this section; and

(ii) Set forth the vote and procedures by which the

board or any person may remove with or without cause a director

elected by the members or the board.

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17-19-809. 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 removed without cause by

the person appointing the director;

(ii) The person removing the director shall do so by

giving written notice of the removal to the director and either

the presiding officer of the board or the corporation's

president or secretary; and

(iii) A removal is effective when the notice is

effective unless the notice specifies a future effective date.

17-19-810. 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 either by the

corporation, its members holding at least ten percent (10%) of

the voting power of any class, or the attorney general in the

case of a public benefit corporation, if the court finds that:

(i) The director engaged in fraudulent or dishonest

conduct, or gross abuse of authority or discretion, with respect

to the corporation, or a final judgment has been entered finding

that the director has violated a duty set forth in W.S. 17-19-

830 through 17-19-832; and

(ii) Removal is in the best interest of the

corporation.

(b) The court that removes a director may bar the director

from serving on the board for a period prescribed by the court.

proceeding under subsection (a) of this section, the corporation

shall be made a party defendant.

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(d) If a public benefit corporation or its members

commence a proceeding under subsection (a) of this section, they

shall give the secretary of state written notice of the

proceeding.

(e) The articles or bylaws of a religious corporation may

limit or prohibit the application of this section.

17-19-811. 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 any, may fill the vacancy. If the

vacant office was held by a director elected by a class, chapter

or other organizational unit or by region or other geographic

grouping, only members of the class, chapter, unit or grouping

are entitled to vote to fill the vacancy if it is filled by the

members;

(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) Unless the articles or bylaws provide otherwise, if a

vacant office was held by an appointed director, only the person

who appointed the director may fill the vacancy.

the vacancy shall be filled as provided in the articles or

bylaws. In the absence of an applicable article or bylaw

provision, the vacancy shall not be filled by the board.

(d) A vacancy that will occur at a specific later date (by

reason of a resignation effective at a later date under W.S. 17-

19-807(b) or otherwise) may be filled before the vacancy occurs

but the new director cannot take office until the vacancy

occurs.

17-19-812. Compensation of directors.

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Unless the articles or bylaws provide otherwise, a board of

directors may fix the compensation of directors.

17-19-820. 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.

board 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 by which all directors

participating may simultaneously 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.

17-19-821. 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 one (1) or more written consents describing the

action taken, signed by each director, and included in the

minutes filed with the corporate records reflecting the action

taken.

(b) Action taken under this section is effective when the

last director signs the consent, unless the consent specifies a

different effective date.

a meeting vote and may be described as such in any document.

17-19-822. 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 board shall

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be preceded by at least two (2) days notice to each director of

the date, time, and place, but not the purpose, of the meeting.

remove a director or to approve a matter that would require

approval by the members if the corporation had members, shall

not be valid unless each director is given at least seven (7)

days written notice that the matter will be voted upon at a

directors' meeting or unless notice is waived pursuant to W.S.

17-19-823.

(d) Unless the articles or bylaws provide otherwise, the

presiding officer of the board, the president or twenty percent

(20%) of the directors then in office may call and give notice

of a meeting of the board.

17-19-823. 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 corporate records.

(b) A director's attendance at or participation in a

meeting waives any required notice of the meeting unless the

director upon arriving at the meeting or prior to the vote on a

matter not noticed in conformity with this act the articles or

bylaws objects to lack of notice and does not thereafter vote

for or assent to the objected to action.

17-19-824. 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 the greater of one-third (1/3) of the

number of directors in office or two (2) directors.

(b) 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 unless this act, the articles or bylaws require the

vote of a greater number of directors.

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17-19-825. 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) or

more directors, who serve at the pleasure of the board.

(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

or bylaws to take action under W.S. 17-19-824.

meetings, action without meetings, notice and waiver of notice,

and quorum and voting requirements of the board, apply to

committees of the board and their members as well.

(d) To the extent specified by the board of directors or

in the articles or bylaws, each committee of the board may

exercise the board's authority under W.S. 17-19-801.

(e) A committee of the board shall not, however:

(i) Authorize distributions;

(ii) Approve or recommend to members dissolution,

merger, consolidation or the sale, pledge or transfer of all or

substantially all of the corporation's assets;

(iii) Elect, appoint or remove directors or fill

vacancies on the board or on any of its committees; or

(iv) Adopt, amend or repeal the articles or 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. 17-19-

830.

(g) Nothing in this section prohibits a board from

appointing informal or advisory committees comprised of persons

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who may or may not be members of the board to undertake tasks

assigned to them by the board.

17-19-830. 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

donor or transferor of such property.

(b) Members of a board of any nonprofit corporation

organized under this act are not individually liable for any

actions, inactions or omissions by the nonprofit corporation.

This subsection does not affect individual liability for

intentional torts or illegal acts. This subsection also does not

prevent removal of a board member by court order pursuant to

W.S. 17-19-810.

17-19-831. 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 entered into or is approved as provided in

subsection (b) or (c) of this section.

(b) A transaction in which a director of a public benefit

or religious corporation has a conflict of interest may be

approved:

(i) In advance by the vote of the board of directors

or a committee of the board if:

(A) The material facts of the transaction and

the director's interest are disclosed or known to the board or

committee of the board; and

(B) The directors approving the transaction in

good faith reasonably believe that the transaction is fair to

the corporation; or

(ii) Before or after it is consummated by obtaining

approval of the:

(A) Attorney general; or

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(B) District court in an action in which the

attorney general is joined as a party.

corporation has a conflict of interest may be approved if:

(i) The material facts of the transaction and the

director's interest were disclosed or known to the board of

directors or a committee of the board and the board or committee

of the board authorized, approved or ratified the transaction;

(ii) The material facts of the transaction and the

director's interest were disclosed or known to the members and

they authorized, approved or ratified the transaction.

(d) For purposes of this section, a director of the

corporation has an indirect interest in a transaction if:

(i) Another entity in which the director has a

material interest or in which the director is a general partner

is a party to the transaction; or

(ii) Another entity of which the director is a

director, officer or trustee is a party to the transaction.

(e) For purposes of subsections (b) and (c) of this

section a conflict of interest transaction is authorized,

approved or ratified, if it receives the affirmative vote of a

majority of the directors on the board or on the committee, who

have no direct or indirect interest in the transaction, but a

transaction shall not be authorized, approved or ratified under

this section by a single director. If a majority of the

directors on the board who have no direct or indirect interest

in the transaction vote to authorize, approve or ratify the

transaction, a quorum is present for the purpose of taking

action under this section. The presence of, or a vote cast by, a

director with a direct or indirect interest in the transaction

does not affect the validity of any action taken under paragraph

(b)(i) or (c)(i) of this section if the transaction is otherwise

approved as provided in subsection (b) or (c) of this section.

(f) For purposes of paragraph (c)(ii) of this section, a

conflict of interest transaction is authorized, approved or

ratified by the members if it receives a majority of the votes

entitled to be counted under this subsection. Votes cast by or

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voted under the control of a director who has a direct or

indirect interest in the transaction, and votes cast by or voted

under the control of an entity described in paragraph (d)(i) of

this section, shall not be counted in a vote of members to

determine whether to authorize, approve or ratify a conflict of

interest transaction under paragraph (c)(ii) of this section.

The vote of these members, however, is counted in determining

whether the transaction is approved under other sections of this

act. A majority of the voting power, whether or not present,

that are entitled to be counted in a vote on the transaction

under this subsection constitutes a quorum for the purpose of

taking action under this section.

(g) The articles, bylaws or a resolution of the board may

impose additional requirements on conflict of interest

transactions.

17-19-832. 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 does not affect the borrower's liability on the

loan.

17-19-840. 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 for preparing minutes of the

directors' and members' meetings and for authenticating records

of the corporation.

one (1) office in a corporation.

17-19-841. 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

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bylaws, the duties and authority prescribed in a resolution of

the board or by direction of an officer authorized by the board

to prescribe the duties and authority of other officers.

17-19-842. 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 circumstances; and

(iii) In a manner the officer reasonably believes to

be in the best interests of the corporation and its members, if

any.

(b) In discharging his duties an officer who is an

employee of the corporation is entitled to rely on information,

opinions, reports or statements, including financial statements

and other financial data, if prepared or presented by:

(i) One (1) or more officers or employees of the

corporation whom the officer reasonably believes to be reliable

and competent in the matters presented;

(ii) Legal counsel, public accountants or other

persons as to matters the officer reasonably believes are within

the person's professional or expert competence; or

(iii) In the case of religious corporations,

religious authorities and ministers, priests, rabbis or other

persons whose position or duties in the religious organization

the officer believes justify reliance and confidence and whom

the officer believes to be reliable and competent in the matters

presented.

not acting in good faith if the officer has knowledge concerning

the matter in question that makes reliance otherwise permitted

by subsection (b) of this section unwarranted.

(d) An officer who is an employee of the corporation is

not liable to the corporation, any member or other person for

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any action taken or not taken as an officer, if the officer

acted in compliance with this section.

(e) An officer of a corporation organized under this act,

who is not an employee of the corporation is not individually

liable for any actions, inactions or omissions by the

corporation. This subsection does not affect individual

liability for intentional torts or illegal acts.

(f) Whether or not he is an employee of the corporation,

an officer 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

donor or transferor of the property.

17-19-843. 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

the corporation accepts the future effective date, its board of

directors may fill the pending vacancy before the effective date

if the board provides that the successor cannot take office

until the effective date.

(b) A board may remove any officer at any time with or

without cause.

17-19-844. 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,

if any, with the officer.

17-19-845. 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 knowledge on

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the part of the other person that the signing officers had no

authority to execute the contract or other instrument if it is

signed by any two (2) officers in Category 1 below or by one (1)

officer in Category 1 below and one (1) individual in Category 2

below:

(i) Category 1-The presiding officer of the board and

the president;

(ii) Category 2-A vice president, the secretary,

treasurer and executive director.

17-19-850. 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) "Director" means an individual who is or was a

director of a corporation or an individual who, while a director

of a corporation, is or was serving at the corporation's request

as a director, officer, partner, trustee, employee or agent of

another foreign or domestic business or nonprofit corporation,

partnership, joint venture, trust, employee benefit plan or

other enterprise. A director is considered to be serving an

employee benefit plan at the corporation's request if the

director's duties to the corporation also impose duties on, or

otherwise involve services by, the director to the plan or to

participants in or beneficiaries of the plan. "Director"

includes, unless the context requires otherwise, the estate or

personal representative of a director;

(iii) "Expenses" include counsel fees;

(iv) "Liability" means the obligation to pay a

judgment, settlement, penalty, fine (including an excise tax

assessed with respect to an employee benefit plan), or

reasonable expenses actually incurred with respect to a

proceeding;

(v) "Official capacity" means: (1) when used with

respect to a director, the office of director in a corporation;

and (2) when used with respect to an individual other than a

director, as contemplated in W.S. 17-19-856, the office in a

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corporation held by the officer or the employment or agency

relationship undertaken by the employee or agent on behalf of

the corporation. "Official capacity" does not include service

for any other foreign or domestic business or nonprofit

corporation or any partnership, joint venture, trust, employee

benefit plan or other enterprise;

(vi) "Party" includes an individual who was, is or is

threatened to be made a named defendant or respondent in a

proceeding;

(vii) "Proceeding" means any threatened, pending or

completed action, suit or proceeding whether civil, criminal,

administrative or investigative and whether formal or informal.

17-19-851. Reserved.

17-19-852. 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

corporation against reasonable expenses actually incurred by the

director in connection with the proceeding.

17-19-853. 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 personally or on the director's behalf, to

repay the advance if the director is not wholly successful; and

(ii) A determination is made that the facts then

known to those making the determination would not preclude

indemnification under this subarticle.

(b) The undertaking required by paragraph (a)(i) of this

section shall be an unlimited general obligation of the director

but need not be secured and may be accepted without reference to

financial ability to make repayment.

17-19-854. Court-ordered indemnification.

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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 of an

application, the court after giving any notice the court

considers necessary may order indemnification in the amount it

considers proper if it determines the director is entitled to

mandatory indemnification under W.S. 17-19-852, in which case

the court shall also order the corporation to pay the director's

reasonable expenses incurred to obtain court-ordered

indemnification.

17-19-855. Reserved.

17-19-856. 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 for court-ordered

indemnification under W.S. 17-19-854 in each case, to the same

extent as a director;

(ii) The corporation may indemnify and advance

expenses under this subarticle to an officer, employee or agent

of the corporation who is not a director to the same extent as

to a director; and

(iii) A corporation may also indemnify and advance

expenses to an officer, employee or agent who is not a director

to the extent, consistent with public policy, that may be

provided by its articles of incorporation, bylaws, general or

specific action of its board of directors, or contract.

17-19-857. 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 corporation as a director, officer, partner,

trustee, employee or agent of another foreign or domestic

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business or nonprofit corporation, partnership, joint venture,

trust, employee benefit plan or other enterprise, against

liability asserted against or incurred by him in that capacity

or arising from his status as a director, officer, employee or

agent, whether or not the corporation would have power to

indemnify the person against the same liability under W.S. 17-

19-852 or 17-19-856.

17-19-858. 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 directors or otherwise, both as to any action in

his official capacity and as to action in another capacity while

holding the office, and continues as to a person who has ceased

to be a director, officer, employee or agent and shall inure to

the benefit of the heirs, executors and administrators of that

person.

(b) If articles of incorporation limit indemnification or

advance for expenses, indemnification and advance for expenses

are valid only to the extent consistent with the articles.

to pay or reimburse expenses incurred by a director in

connection with appearing as a witness in a proceeding at a time

when the director has not been made a named defendant or

respondent to the proceeding.

ARTICLE 9 – RESERVED

ARTICLE 10 - AMENDMENT OF ARTICLES OF INCORPORATION AND

BYLAWS

17-19-1001. 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 determined as of the effective date of the

amendment.

17-19-1002. Amendment by directors.

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(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 limited duration was required by

law;

(ii) To delete the names and addresses of the initial

directors;

(iii) To delete the name and address of the initial

registered agent or registered office, if a statement of change

is on file with the secretary of state;

(iv) To change the corporate name by substituting the

word "corporation," "incorporated," "company," "limited," or the

abbreviation "corp.," "inc.," "co.," or "ltd.," for a similar

word or abbreviation in the name, or by adding, deleting or

changing a geographical attribution to the name; or

(v) To make any other change expressly permitted by

this act to be made by director action.

(b) 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 articles subject to any approval required pursuant

to W.S. 17-19-1030. The corporation shall provide notice of any

meeting at which an amendment is to be voted upon. The notice

shall be in accordance with W.S. 17-19-822(c). The notice shall

also state that the purpose, or one (1) of the purposes, of the

meeting is to consider a proposed amendment to the articles and

contain or be accompanied by a copy or summary of the amendment

or state the general nature of the amendment. The amendment

shall be approved by a majority of the directors in office at

the time the amendment is adopted.

17-19-1003. 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

greater vote or voting by class, an amendment to a corporation's

articles to be adopted shall be approved:

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(i) By the board if the corporation is a public

benefit or religious corporation and the amendment does not

relate to the number of directors, the composition of the board,

the term of office of directors, or the method or way in which

directors are elected or selected;

(ii) Except as provided in W.S. 17-19-1002(a), by the

members by two-thirds (2/3) of the votes cast or a majority of

the voting power, whichever is less; and

(iii) In writing by any person or persons whose

approval is required by a provision of the articles authorized

by W.S. 17-19-1030.

(b) The members may condition the amendment's adoption on

receipt of a higher percentage of affirmative votes or on any

other basis.

board approval is required by subsection (a) of this section to

adopt an amendment to the articles, the board may condition the

amendment's adoption on receipt of a higher percentage of

affirmative votes or any other basis.

(d) If the board or the members seek to have the amendment

approved by the members at a membership meeting, the corporation

shall give notice to its members of the proposed membership

meeting in writing in accordance with W.S. 17-19-705. The notice

shall state that the purpose, or one (1) of the purposes, of the

meeting is to consider the proposed amendment and contain or be

accompanied by a copy or summary of the amendment.

(e) If the board or the members seek to have the amendment

approved by the members by written consent or written ballot,

the material soliciting the approval shall contain or be

accompanied by a copy or summary of the amendment.

17-19-1004. 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 affects

another class or members of another class.

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(b) The members of a class in a mutual benefit corporation

are entitled to vote as a class on a proposed amendment to the

articles if the amendment would:

(i) Affect the rights, privileges, preferences,

restrictions or conditions of that class as to voting,

dissolution, redemption or transfer of memberships in a manner

different than the amendment would affect another class;

(ii) Change the rights, privileges, preferences,

restrictions or conditions of that class as to voting,

dissolution, redemption or transfer by changing the rights,

privileges, preferences, restrictions or conditions of another

class;

(iii) Increase or decrease the number of memberships

authorized for that class;

(iv) Increase the number of memberships authorized

for another class;

(v) Effect an exchange, reclassification or

termination of the memberships of that class; or

(vi) Authorize a new class of memberships.

entitled to vote as a class on a proposed amendment to the

articles only if a class vote is provided for in the articles or

bylaws.

(d) If a class is to be divided into two (2) or more

classes as a result of an amendment to the articles of a public

benefit or mutual benefit corporation, the amendment shall be

approved by the members of each class that would be created by

the amendment.

(e) Except as provided in the articles or bylaws of a

religious corporation, if a class vote is required to approve an

amendment to the articles of a corporation, the amendment shall

be approved by the members of the class by two-thirds (2/3) of

the votes cast by the class or a majority of the voting power of

the class, whichever is less.

(f) A class of members of a public benefit or mutual

benefit corporation is entitled to the voting rights granted by

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this section although the articles and bylaws provide that the

class cannot vote on the proposed amendment.

17-19-1005. 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 members was not required, a

statement to that effect and a statement that the amendment was

approved by a sufficient vote of the board of directors or

incorporators;

(v) If approval by members was required:

(A) The designation, number of memberships

outstanding, number of votes entitled to be cast by each class

entitled to vote separately on the amendment, and number of

votes of each class indisputably voting on the amendment; and

(B) Either the total number of votes cast for

and against the amendment by each class entitled to vote

separately on the amendment or the total number of undisputed

votes cast for the amendment by each class and a statement that

the number cast for the amendment by each class was sufficient

for approval by that class.

(vi) If approval of the amendment by some person or

persons other than the members, the board or the incorporators

is required pursuant to W.S. 17-19-1030, a statement that the

approval was obtained.

17-19-1006. 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 includes an amendment

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requiring approval by the members or any other person, it shall

be adopted as provided in W.S. 17-19-1003.

approval by members, the board shall submit the restatement to

the members for their approval.

(d) If the board seeks to have the restatement approved by

the members at a membership meeting, the corporation shall

notify each of its members of the proposed membership meeting in

writing in accordance with W.S. 17-19-705. The notice shall also

state that the purpose, or one (1) of the purposes, of the

meeting is to consider the proposed restatement and contain or

be accompanied by a copy or summary of the restatement that

identifies any amendments or other change it would make in the

articles.

(e) If the board seeks to have the restatement approved by

the members by written ballot or written consent, the material

soliciting the approval shall contain or be accompanied by a

copy or summary of the restatement that identifies any

amendments or other change it would make in the articles.

(f) A restatement requiring approval by the members shall

be approved by the same vote as an amendment to articles under

W.S. 17-19-1003.

(g) If the restatement includes an amendment requiring

approval pursuant to W.S. 17-19-1030, the board shall submit the

restatement for approval.

(h) A corporation restating its articles shall deliver to

the secretary of state articles of restatement setting forth the

name of the corporation and the text of the restated articles of

incorporation together with a certificate setting forth:

(i) Whether the restatement contains an amendment to

the articles requiring approval by the members or any other

person other than the board of directors and, if it does not,

that the board of directors adopted the restatement; or

(ii) If the restatement contains an amendment to the

articles requiring approval by the members, the information

required by W.S. 17-19-1005; and

(iii) If the restatement contains an amendment to the

articles requiring approval by a person whose approval is

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required pursuant to W.S. 17-19-1030, a statement that the

approval was obtained.

(j) Duly adopted restated articles of incorporation

supersede the original articles of incorporation and all

amendments to them.

(k) The secretary of state may certify restated articles

of incorporation, as the articles of incorporation currently in

effect, without including the certificate information required

by subsection (h) of this section.

17-19-1007. 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

jurisdiction under federal statute if the articles after

amendment contain only provisions required or permitted by W.S.

17-19-202.

(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 the articles of amendment;

(iv) The title of the reorganization proceeding in

which the order or decree was entered; and

(v) A statement that the court had jurisdiction of

the proceeding under federal statute.

decree in the reorganization proceeding even though the court

retains jurisdiction of the proceeding for limited purposes

unrelated to consummation of the reorganization plan.

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17-19-1008. 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 it by virtue of any trust upon which the

property is held by the corporation or the existing rights of

persons other than members of the corporation. An amendment

changing a corporation's name does not abate a proceeding

brought by or against the corporation in its former name.

17-19-1020. 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 corporation shall provide notice of any

meeting of directors at which an amendment is to be approved.

The notice shall be in accordance with W.S. 17-19-822(c). The

notice shall also state that the purpose, or one (1) of the

purposes, of the meeting is to consider a proposed amendment to

the bylaws and contain or be accompanied by a copy or summary of

the amendment or state the general nature of the amendment. The

amendment shall be approved by a majority of the directors in

office at the time the amendment is adopted.

17-19-1021. 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

greater vote or voting by class, an amendment to a corporation's

bylaws to be adopted shall be approved:

(i) By the board if the corporation is a public

benefit or religious corporation and the amendment does not

relate to the number of directors, the composition of the board,

the term of office of directors, or the method or way in which

directors are elected or selected;

(ii) By the members by two-thirds (2/3) of the votes

cast or a majority of the voting power, whichever is less; and

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(iii) In writing by any person or persons whose

approval is required by a provision of the articles authorized

by W.S. 17-19-1030.

(b) The members may condition the amendment's adoption on

its receipt of a higher percentage of affirmative votes or on

any other basis.

board approval is required by subsection (a) of this section to

adopt an amendment to the bylaws, the board may condition the

amendment's adoption on receipt of a higher percentage of

affirmative votes or on any other basis.

(d) If the board or the members seek to have the amendment

approved by the members at a membership meeting, the corporation

shall give notice to its members of the proposed membership

meeting in writing in accordance with W.S. 17-19-705. The notice

shall also state that the purpose, or one (1) of the purposes,

of the meeting is to consider the proposed amendment and contain

or be accompanied by a copy or summary of the amendment.

(e) If the board or the members seek to have the amendment

approved by the members by written consent or written ballot,

the material soliciting the approval shall contain or be

accompanied by a copy or summary of the amendment.

17-19-1022. 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 affects

another class or members of another class.

(b) The members of a class in a mutual benefit corporation

are entitled to vote as a class on a proposed amendment to the

bylaws if the amendment would:

(i) Affect the rights, privileges, preferences,

restrictions or conditions of that class as to voting,

dissolution, redemption or transfer of memberships in a manner

different than the amendment would affect another class;

(ii) Change the rights, privileges, preferences,

restrictions or conditions of that class as to voting,

dissolution, redemption or transfer by changing the rights,

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privileges, preferences, restrictions or conditions of another

class;

(iii) Increase or decrease the number of memberships

authorized for that class;

(iv) Increase the number of memberships authorized

for another class;

(v) Effect an exchange, reclassification or

termination of all or part of the memberships of that class; or

(vi) Authorize a new class of memberships.

entitled to vote as a class on a proposed amendment to the

bylaws only if a class vote is provided for in the articles or

bylaws.

(d) If a class is to be divided into two (2) or more

classes as a result of an amendment to the bylaws, the amendment

shall be approved by the members of each class that would be

created by the amendment.

(e) If a class vote is required to approve an amendment to

the bylaws, the amendment shall be approved by the members of

the class by two-thirds (2/3) of the votes cast by the class or

a majority of the voting power of the class, whichever is less.

(f) A class of members is entitled to the voting rights

granted by this section although the articles and bylaws provide

that the class may not vote on the proposed amendment.

17-19-1030. 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 persons.

17-19-1031. 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

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memberships or any class of memberships shall meet the

requirements of the act and this section.

(b) Before adopting a resolution proposing such an

amendment, the board of a mutual benefit corporation shall give

notice of the general nature of the amendment to the members.

amendment, the notice to members proposing the amendment shall

include one (1) statement of up to five hundred (500) words

opposing the proposed amendment if such statement is submitted

by any five (5) members or members having three percent (3%) or

more of the voting power, whichever is less, not later than

twenty (20) days after the board has voted to submit the

amendment to the members for their approval. In public benefit

corporations the production and mailing costs shall be paid by

the requesting members. In mutual benefit corporations the

production and mailing costs shall be paid by the corporation.

(d) Any such amendment shall be approved by the members by

two-thirds (2/3) of the votes cast by each class.

(e) The provisions of W.S. 17-19-621 shall not apply to

any amendment meeting the requirements of the act and this

section.

ARTICLE 11 - MERGER AND CONSOLIDATION

17-19-1101. 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 forth:

(i) The name of each corporation planning to merge

and the name of the surviving corporation into which each plans

to merge;

(ii) The terms and conditions of the planned merger;

(iii) The manner and basis, if any, of converting the

memberships of each public benefit or religious corporation into

memberships of the surviving corporation; and

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(iv) If the merger involves a mutual benefit

corporation, the manner and basis, if any, of converting

memberships of each merging corporation into memberships,

obligations or securities of the surviving or any other

corporation or into cash or other property in whole or part.

(i) Any amendments to the articles of incorporation

or bylaws of the surviving corporation to be effected by the

planned merger; and

(ii) Other provisions relating to the planned merger.

17-19-1102. 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 or religious corporation;

(ii) A foreign corporation that would qualify under

this act as a public benefit or religious corporation;

(iii) A wholly-owned foreign or domestic business or

mutual benefit corporation, provided the public benefit or

religious corporation is the surviving corporation and continues

to be a public benefit or religious corporation after the

merger;

(iv) A governmental subdivision; or

(v) A business or mutual benefit corporation,

provided that:

(A) On or prior to the effective date of the

merger, assets with a value equal to the greater of the fair

market value of the net tangible and intangible assets,

including goodwill, of the public benefit corporation or the

fair market value of the public benefit corporation if it were

to be operated as a business concern are transferred or conveyed

to one (1) or more persons who would have received its assets

under W.S. 17-19-1406(a)(v) and (vi) had it dissolved;

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(B) It shall return, transfer or convey any

assets held by it upon condition requiring return, transfer or

conveyance, which condition occurs by reason of the merger, in

accordance with the condition; and

directors of the public benefit or religious corporation who are

not and will not become members or shareholders in or officers,

employees, agents or consultants of the surviving corporation.

(b) At least twenty (20) days before consummation of any

merger of a public benefit corporation or a religious

corporation pursuant to paragraph (a)(v) of this section, notice

including a copy of the proposed plan of merger, shall be

delivered to the secretary of state. The secretary of state

shall notify the attorney general of the proposed plan.

general or of the district court in a proceeding in which the

attorney general has been given notice, no member of a public

benefit or religious corporation may receive or keep anything as

a result of a merger other than a membership or membership in

the surviving public benefit or religious corporation. The court

shall approve the transaction if it is in the public interest.

17-19-1103. 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) By the board;

(ii) By the members, if any, by two-thirds (2/3) of

the votes cast or a majority of the voting power, whichever is

less; and

(iii) In writing by any person or persons whose

approval is required by a provision of the articles authorized

by W.S. 17-19-1030 for an amendment to the articles or bylaws.

(b) If the corporation does not have members, the merger

shall be approved by a majority of the directors in office at

the time the merger is approved. In addition the corporation

shall provide notice of any directors' meeting at which such

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approval is to be obtained in accordance with W.S. 17-19-822(c).

The notice shall also state that the purpose, or one (1) of the

purposes, of the meeting is to consider the proposed merger.

merger, and the members may condition their approval of the

merger, on receipt of a higher percentage of affirmative votes

or on any other basis.

(d) If the board seeks to have the plan approved by the

members at a membership meeting, the corporation shall give

notice to its members of the proposed membership meeting in

accordance with W.S. 17-19-705. The notice shall also state that

the purpose, or one (1) of the purposes, of the meeting is to

consider the plan of merger and contain or be accompanied by a

copy or summary of the plan. The copy or summary of the plan for

members of the surviving corporation shall include any provision

that, if contained in a proposed amendment to the articles of

incorporation or bylaws, would entitle members to vote on the

provision. The copy or summary of the plan for members of the

disappearing corporation shall include a copy or summary of the

articles and bylaws that will be in effect immediately after the

merger takes effect.

(e) If the board seeks to have the plan approved by the

members by written consent or written ballot, the material