(a) Unless its articles of incorporation provide otherwise, every corporation has perpetual duration and succession in its corporate name and has the same powers as an individual to do all things necessary or convenient to carry out its affairs including, without 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;
(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.
(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
(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.
(c) Corporate action taken in good faith during an 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.
(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.
(c) A corporation's power to act may be challenged in a 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.
(a) A corporate name may not contain language stating or implying that the corporation is organized for a purpose other than that permitted by W.S. 17-19-301 and its articles of incorporation.
(b) Except as authorized by subsections (c) and (d) of this section, a 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.
(c) A corporation may apply to the secretary of state for 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.
(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 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.
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.
(C) 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.
(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.
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.
17-19-610. 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.
(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.
(c) Where transfer rights have been provided, no 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.
17-19-613. 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, assessments or fees is not, by itself, sufficient to impose liability without the consent or acquiescence of the 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. C. Resignation and Termination
(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.
(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
(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.
(c) Any written notice given by mail shall be given by 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.
(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. D. 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.
(b) In any proceeding under this section, each complainant shall be a member or director at the time of bringing the proceeding.
(c) A complaint in a proceeding brought in the right of a 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. E. 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;
(ii) Calling, noticing, holding and conducting meetings of delegates; and
(iii) Carrying on corporate activities during and between meetings of delegates. A. Meetings and Action without 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.
(c) Annual and regular membership meetings 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 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.
(a) A corporation with members shall hold a special meeting of members:
(i) On call of its board or the person or persons authorized to do so by the articles or bylaws; or
(ii) Except as provided in the articles or bylaws of a religious corporation if the holders 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.
(c) If a notice for a special meeting demanded under 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.
(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;
(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.
(c) If the court orders a meeting, it may also order the corporation to pay the member's costs, including reasonable counsel fees, incurred to obtain the order.
(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.
(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.
(c) A consent signed under this section has the effect of a meeting vote and may be described as such in any document filed with the secretary of state.
(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.
(c) Notice is fair and reasonable if:
(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.
(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.
(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.
(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.
(c) The bylaws may fix or provide the manner for 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.
(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:
(i) Set forth each proposed action; and
(ii) Provide an opportunity to vote for or against each proposed action.
(c) Approval by written ballot pursuant to this section 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. B. Voting
(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 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.
(c) The corporation shall make the list of members 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.
(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
(ii) If more than one (1) votes, the vote shall be divided on a pro rata basis.
(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.
(c) A bylaw amendment to increase the quorum required for 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.
(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.
(a) As used in this act and in this section:
(i) "Appointment" means the grant of authority to vote;
(ii) "Appointment form" means the document appointing the proxy;
(iii) "Proxy" means the person to whom the authority to vote is granted.
(b) Unless the articles or 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.
(c) An appointment of a proxy is effective when received 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.
(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.
(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.
(c) A director elected by cumulative voting may be removed 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.
(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.
(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.
(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.
(c) The corporation is entitled to reject a vote, consent, 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.
(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. C. 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. A. Board of Directors
(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.
(c) The articles may authorize a person or persons to 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.