CHAPTER 16 - WYOMING BUSINESS CORPORATION ACT

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ARTICLE 1 - GENERAL PROVISIONS

17-16-101. Short title.

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

Business Corporation Act."

17-16-102. Reservation of power to amend or repeal;

applicability.

(a) The legislature has power to amend or repeal all or

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

corporations subject to this act are governed by the amendment

or repeal.

(b) The Financial Technology Sandbox Act shall apply to

this act.

17-16-120. Requirements for documents.

(a) A document shall satisfy the requirements of this

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

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 or, if

electronically transmitted, it shall be in a format that can be

retrieved or reproduced in typewritten or printed form.

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

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(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

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

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

fiduciary.

(g) The person executing the document shall sign it and

shall state beneath or opposite his 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;

(iii) An acknowledgment, verification or proof.

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

form for the document under W.S. 17-16-121, the document shall

be in or on the prescribed form.

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

secretary of state for filing. Delivery may be made by

electronic transmission if and to the extent permitted by the

secretary of state. If it is filed in typewritten or printed

form and not transmitted electronically, the secretary of state

may require one (1) exact copy to be delivered with the

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

(j) When any document is delivered to the office of the

secretary of state for filing, the correct filing fee, and any

franchise tax, license fee, penalty or past due fees, taxes or

penalties required to be paid by this act or other law shall be

paid or provision for payment made in a manner provided by the

secretary of state.

(k) Reserved.

17-16-121. Forms.

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(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;

(iv) The annual report;

(v) A foreign corporation's application for a

certificate of continuance;

(vi) An application for a certificate of transfer;

(vii) A foreign corporation's application for

certificate of domestication; and

(viii) A consent of registered agent to appointment.

(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.

17-16-122. Filing, service and copying fees.

The secretary of state shall set and collect filing, service and

copying fees to recover his costs to administer this act. Fees

shall not exceed the costs of providing these services.

17-16-123. Effective time and date of document.

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

and W.S. 17-16-124(c), a document accepted for filing pursuant

to W.S. 17-16-120 is effective:

(i) As of the time received for filing, as evidenced

by such means as the secretary of state may use for the purpose

of recording the date and time of filing; or

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

effective time on the date it is filed.

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(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 ninetieth (90th) day after the date it is filed.

17-16-124. Correcting filed document.

(a) A domestic or foreign corporation may correct a

document filed with the secretary of state if the document:

(i) Contains an inaccuracy;

(ii) Was defectively executed, attested, sealed,

verified, or acknowledged; or

(iii) The electronic transmission was defective.

(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 inaccuracy or defect to be

corrected; and

(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

on the uncorrected document and adversely affected by the

correction. As to those persons, articles of correction are

effective when filed.

17-16-125. 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. 17-16-

120, the secretary of state shall file the document.

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

otherwise endorsing "Filed," together with his official title

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

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

secretary of state may prescribe rules for filing of electronic

transmissions. 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 acknowledgement

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 for his refusal.

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

this section is ministerial. His filing or refusing to file a

document does not:

(i) Affect the validity or invalidity of the document

in whole or 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.

17-16-126. Appeal from secretary of state's refusal

to file document.

(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

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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.

17-16-127. Evidentiary effect of copy of filed

document.

A certificate from the secretary of state delivered with a copy

of a document filed by the secretary of state is conclusive

evidence that the original document is on file with the

secretary of state.

17-16-128. Certificate of existence.

(a) Anyone may apply to the secretary of state to furnish

a certificate of existence for a domestic corporation or a

certificate of authorization for a foreign corporation.

(b) A certificate of existence or authorization 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

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

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(B) Nonpayment affects the existence or

authorization of the domestic or foreign corporation.

(iv) That its most recent annual report required by

W.S. 17-16-1630 has been filed by 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 or authorization 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.

17-16-129. Repealed by Laws 2008, Ch. 91, § 3.

17-16-130. 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.

17-16-140. Definitions.

(a) In this act:

(i) "Articles of incorporation" means the original

articles of incorporation, all amendments thereof and any other

documents permitted or required to be filed by a domestic

business corporation with the secretary of state under any

provision of this act. If an amendment of the articles or any

other document filed under this act restates the articles in

their entirety thenceforth the articles shall not include any

prior documents;

(ii) "Authorized shares" means the shares of all

classes a domestic or foreign corporation is authorized to

issue;

(iii) "Conspicuous" means so written that a

reasonable person against whom the writing is to operate should

have noticed it. For example, printing in italics or boldface or

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contrasting color, or typing in capitals or underlined, is

conspicuous;

(iv) "Corporation" or "domestic corporation" means a

corporation for profit, which is not a foreign corporation,

incorporated under or subject to the provisions of this act;

(v) "Deliver" or "delivery" means any method of

delivery used in conventional commercial practice, including

delivery by hand, mail, commercial delivery and electronic

transmission;

(vi) "Distribution" means a direct or indirect

transfer of money or other property, except the corporation's

own shares, or incurrence of indebtedness by a corporation to or

for the benefit of its shareholders in respect of any of its

shares. A distribution may be in the form of a declaration or

payment of a dividend, a purchase, redemption, or other

acquisition of shares, a distribution of indebtedness, or

otherwise;

(vii) "Domestic unincorporated entity" means an

unincorporated entity whose internal affairs are governed by the

laws of this state;

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

17-16-141;

(ix) "Electronic transmission" or "transmitted

electronically" means any process of communication that does not

directly involve the physical transfer of paper, including a

process of communication that uses one (1) or more distributed

or other electronic networks or databases, and that is suitable

for the retention, retrieval and reproduction of information by

the recipient;

(x) "Eligible entity" means a domestic or foreign

unincorporated entity or a domestic or foreign nonprofit

corporation;

(xi) "Eligible interests" means interests;

(xii) "Employee" includes an officer but not a

director. A director may accept duties that make him also an

employee;

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(xiii) "Entity" includes domestic corporation and

foreign corporation, domestic nonprofit corporation and foreign

nonprofit corporation, domestic and foreign profit and not-for-

profit unincorporated association, business trust, statutory

trust, estate, partnership, trust, or two (2) or more persons

having a joint or common economic interest, and state, United

States or foreign government;

(xiv) "Expenses" means reasonable expenses of any

kind that are incurred in connection with a matter, including

but not limited to attorney and expert witness fees;

(xv) "Foreign corporation" means a corporation for

profit incorporated under a law other than the law of this

state;

(xvi) "Governmental subdivision" includes authority,

county, district, municipality, and any other political

subdivision;

(xvii) "Includes" denotes a partial definition;

(xviii) "Individual" means a natural person and

includes the estate of an incompetent or deceased individual;

(xix) "Interest" means either or both of the

following rights under the organic law of an unincorporated

entity:

(A) The right to receive distributions from the

entity either in the ordinary course or upon liquidation; or

(B) The right to receive notice or vote on

issues involving its internal affairs, other than as an agent,

assignee, proxy or person responsible for managing its business

and affairs.

(xx) "Interest holder" means a person who holds of

record an interest;

(xxi) "Means" denotes an exhaustive definition;

(xxii) "Net assets" means the amount by which the

total assets of a corporation exceed the total debts of the

corporation;

(xxiii) "Notice" is defined in W.S. 17-16-141;

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(xxiv) "Organic document" means a public organic

document or a private organic document;

(xxv) "Organic law" means the statute governing the

internal affairs of a domestic or foreign business or nonprofit

corporation or unincorporated entity;

(xxvi) "Owner liability" means personal liability for

a debt, obligation or liability of a domestic or foreign

business or nonprofit corporation or unincorporated entity that

is imposed on a person:

(A) Solely by reason of the person's status as a

shareholder or interest holder; or

(B) By the articles of incorporation, bylaws or

an organic document under a provision of the organic law of an

entity authorizing the articles of incorporation, bylaws or an

organic document to make one (1) or more specified shareholders

or interest holders liable in their capacity as shareholders or

interest holders for all or specified debts, obligations or

liabilities of the entity.

(xxvii) "Person" includes an individual, partnership,

joint venture, corporation, joint stock company, limited

liability company or any other association or entity, public or

private;

(xxviii) "Principal office" means the office within

or outside of this state, so designated in the annual report;

(xxix) "Private organic document" means any document

other than the public organic document, if any, that determines

the internal governance of an unincorporated entity. Where a

private organic document has been amended or restated, the term

means the private organic document as last amended or restated;

(xxx) "Proceeding" includes civil suit and criminal,

administrative, and investigatory action;

(xxxi) "Public corporation" means a corporation that

has shares listed on a national securities exchange or regularly

traded in a market maintained by one (1) or more members of a

national securities association;

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(xxxii) "Public organic document" means the document,

if any, that is filed of public record to create an

unincorporated entity. Where a public organic document has been

amended or restated, the term means the public organic document

as last amended or restated;

(xxxiii) "Qualified director" is defined in W.S. 17-

16-143;

(xxxiv) "Record date" means the date established

under article 6 or 7 on which a corporation determines the

identity of its shareholders and their shareholdings for

purposes of this act. The determinations shall be made as of the

close of business on the record date unless another time for

doing so is specified when the record date is fixed;

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

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

(xxxvi) "Secretary" means the corporate officer to

whom the board of directors has delegated responsibility under

W.S. 17-16-840(c) for custody of the minutes of the meetings of

the board of directors and of the shareholders and for

authenticating records of the corporation;

(xxxvii) "Shareholder" means the person in whose name

shares are registered in the records of a corporation, the

beneficial owner of shares to the extent of the rights granted

by a nominee certificate on file with a corporation or the owner

of a private key that is uniquely associated with a data address

that facilitates or records the sending and receiving of shares;

(xxxviii) "Shares" means the units into which the

proprietary interests in a corporation are divided;

(xxxix) "Sign" or "signature" includes any manual,

facsimile, conformed or electronic signature or a network

signature;

(xl) "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;

(xli) "Subscriber" means a person who subscribes for

shares in a corporation, whether before or after incorporation;

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(xlii) "Unincorporated entity" means an organization

or artificial legal person that either has a separate legal

existence or has the power to acquire an estate in real property

in its own name and that is not any of the following: a domestic

or foreign business or nonprofit corporation, an estate, a

trust, a state, the United States or a foreign government. The

term includes, but is not limited to, a general partnership,

limited liability company, limited partnership, limited

liability limited partnership, registered limited liability

partnership, business trust, statutory trust, cooperative, joint

stock association, joint venture and unincorporated nonprofit

association;

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

bureau, commission, department, and any other agency of the

United States;

(xliv) "Voting group" means all shares of one (1) or

more classes or series that under the articles of incorporation

or this act are entitled to vote and be counted together

collectively on a matter at a meeting of shareholders. All

shares entitled by the articles of incorporation or this act to

vote generally on the matter are for that purpose a single

voting group;

(xlv) "Voting power" means the current power to vote

in the election of directors;

(xlvi) "Identity" means the name of a shareholder or

the data address for which the shareholder has knowledge or

possession of the private key uniquely associated with the data

address;

(xlvii) "Data address" means the string of

alphanumeric characters on one (1) or more distributed or other

electronic networks or databases that may only be accessed by

knowledge or possession of a private key in order to facilitate

or record transactions on the distributed or other electronic

network or database;

(xlviii) "Network signature" means a string of

alphanumeric characters that, when broadcast by a person to the

data address's corresponding distributed or other electronic

network or database, provides reasonable assurances to a

recipient that the broadcasting person has knowledge or

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possession of the private key uniquely associated with the data

address;

(xlix) "Record of shareholders" means one (1) or more

records administered by or on behalf of a corporation that

records the identity of all the corporation's shareholders and

the number and class of shares held by each shareholder in

accordance with W.S. 17-16-1601. "Record of shareholders"

includes a record of all issuances and transfers of shares of a

corporation at the discretion of the corporation;

(l) "This act" means W.S. 17-16-101 through 17-16-

1810.

17-16-141. Notice.

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

notice is reasonable under the circumstances. Notice by

electronic transmission is written notice.

(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.

its shareholder, if in a comprehensible form, is effective:

(i) Upon deposit in the United States mail, if mailed

postpaid and correctly addressed to the shareholder's address

shown in the corporation's current record of shareholders;

(ii) When an electronic transmission has been made to

a data address provided by the shareholder; or

(iii) When electronically transmitted to the

shareholder in a manner otherwise authorized by the shareholder.

(d) Written notice to a domestic or foreign corporation

authorized to transact business in this state may be addressed

to its registered agent at its registered office or to the

corporation or its secretary at its principal office shown in

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

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corporation that has not yet delivered an annual report, in its

application for a certificate of authority.

(e) Except as provided in subsection (c) of this section,

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 postpaid

and correctly addressed; or

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

sent by registered or certified mail, or comparable private

carrier, return receipt requested, and the receipt is signed,

either manually or in facsimile, by or on behalf of the

addressee.

(f) Oral notice is effective when communicated if

communicated in a comprehensible manner.

(g) If this act prescribes notice requirements for

particular circumstances, those requirements govern. If articles

of incorporation or bylaws prescribe notice requirements, not

inconsistent with this section or other provisions of this act,

those requirements govern.

17-16-142. Number of shareholders.

(a) For purposes of this act, the following identified as

a shareholder in a corporation's current record of shareholders

constitutes one (1) shareholder:

(i) Three (3) or fewer coowners;

(ii) A corporation, partnership, trust, estate, or

other entity;

(iii) The trustees, guardians, custodians, or other

fiduciaries of a single trust, estate, or account; or

(iv) One (1) data address.

(b) For purposes of this act, shareholdings registered in

substantially similar names constitute one (1) shareholder if it

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is reasonable to believe that the names represent the same

person.

17-16-143. Qualified director.

(a) A "qualified director" is a director who, at the time

action is to be taken under:

(i) W.S. 17-16-744, does not have:

(A) A material interest in the outcome of the

proceeding; or

(B) A material relationship with a person who

has such an interest.

(ii) W.S. 17-16-853 or 17-16-855:

(A) Is not a party to the proceeding;

(B) Is not a director as to whom a transaction

is a director's conflicting interest transaction or who sought a

disclaimer of the corporation's interest in a business

opportunity under W.S. 17-16-870, which transaction or

disclaimer is challenged in the proceeding; and

director described in either subparagraph (A) or (B) of this

paragraph.

(iii) W.S. 17-16-862, is not a director as to whom

the transaction is a director's conflicting interest

transaction, or a director who has a material relationship with

another director as to whom the transaction is a director's

conflicting interest transaction; or

(iv) W.S. 17-16-870, would be a qualified director

under paragraph (iii) of this subsection if the business

opportunity were a director's conflicting interest transaction.

(b) For purposes of this section:

(i) "Material interest" means an actual or potential

benefit or detriment, other than one which would devolve on the

corporation or the shareholders generally, that would reasonably

be expected to impair the objectivity of the director's judgment

when participating in the action to be taken;

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(ii) "Material relationship" means a familial,

financial, professional, employment or other relationship that

would reasonably be expected to impair the objectivity of the

director's judgment when participating in the action to be

taken.

circumstances shall not automatically prevent a director from

being a qualified director:

(i) Nomination or election of the director to the

current board by any director who is not a qualified director

with respect to the matter, or by any person that has a material

relationship with that director, acting alone or participating

with others;

(ii) Service as a director of another corporation of

which a director who is not a qualified director with respect to

the matter, or any individual who has a material relationship

with that director, is or was also a director; or

(iii) With respect to action to be taken under W.S.

17-16-744, status as a named defendant, as a director against

whom action is demanded or as a director who approved the

conduct being challenged.

17-16-144. Reserved.

ARTICLE 2 - INCORPORATION

17-16-201. 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.

17-16-202. 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. 17-16-401;

(ii) The number of shares the corporation is

authorized to issue, which may be unlimited if so stated;

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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; and

(iv) The name and address of each incorporator.

(b) The articles of incorporation may set forth:

(i) The names and addresses of the individuals who

are to serve as the initial directors;

(ii) Provisions not inconsistent with law including:

(A) The purpose or purposes for which the

corporation is organized;

(B) Managing the business and regulating the

affairs of the corporation;

powers of the corporation, its board of directors, and

shareholders;

(D) A par value for authorized shares or classes

of shares;

(E) The imposition of personal liability on

shareholders for the debts of the corporation to a specified

extent and upon specified conditions.

(iii) Any provision that under this act is required

or permitted to be set forth in the bylaws;

(iv) A provision eliminating or limiting the

liability of a director to the corporation or its shareholders

for money damages for any action taken, or any failure to take

any action, as a director, except liability for:

(A) The amount of financial benefit received by

a director to which he is not entitled;

(B) An intentional infliction of harm on the

corporation or shareholders;

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(D) An intentional violation of criminal law;

and

(v) A provision permitting or making obligatory

indemnification of a director for liability (as defined in W.S.

17-16-850(a)(iii)) to any person for any action taken, or

failure to take any action, as a director, except liability for:

(A) Receipt of a financial benefit to which he

is not entitled;

(B) An intentional infliction of harm on the

corporation or its shareholders;

(D) An intentional violation of criminal law.

of the corporate powers enumerated in this act.

(d) Reserved.

(e) The articles of incorporation shall be accompanied by

a written consent to appointment signed by the registered agent.

17-16-203. Incorporation.

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

corporate existence becomes effective 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.

17-16-204. Liability for preincorporation

transactions.

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

knowing there was no incorporation under this act, are jointly

and severally liable for all liabilities created while so

acting.

17-16-205. Organization of corporation.

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(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;

(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 to:

(A) Elect directors and complete the

organization of the corporation; or

(B) 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 by

each incorporator.

outside of this state.

(d) Within sixty (60) days after filing articles of

incorporation, a corporation shall provide information to its

registered agent as required by W.S. 17-28-107.

17-16-206. Bylaws.

(a) The incorporators or board of directors of a

corporation shall adopt initial bylaws for the corporation.

(b) The bylaws of a corporation may contain any provision

for managing the business and regulating the affairs of the

corporation that is not inconsistent with law or the articles of

incorporation.

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(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

shareholder meeting.

17-16-207. Emergency bylaws.

(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

subject to amendment or repeal by the shareholders, 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) May not be used to impose liability on a

corporate director, officer, employee, or agent.

(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

17-16-301. Purposes.

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(a) Every corporation incorporated under this act has the

purpose of engaging in any lawful business unless a more limited

purpose is set forth in the articles of incorporation.

(b) A corporation engaging in a business 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.

17-16-302. General powers.

(a) Unless its articles of incorporation provide

otherwise, every corporation has perpetual duration and

succession in its corporate name and has the same powers as an

individual to do all things necessary or convenient to carry out

its business and affairs, including without limitation power to:

(i) Sue and be sued, complain and defend in its

corporate name;

(ii) Have a corporate seal, which may be altered at

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

affixing it or in any other manner reproducing it;

(iii) Make and amend bylaws, not inconsistent with

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

for managing the business and regulating the affairs of the

corporation;

(iv) 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) Sell, convey, mortgage, pledge, lease, exchange,

and otherwise dispose of all or any part of its property;

(vi) 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 other entity;

(vii) Make contracts and guarantees, incur

liabilities, borrow money, issue its notes, bonds, and other

obligations which may be convertible into or include the option

to purchase other securities of the corporation, and secure any

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of its obligations by mortgage or pledge of any of its property,

franchises, or income;

(viii) Lend money, invest and reinvest its funds, and

receive and hold real and personal property as security for

repayment;

(ix) Be a promoter, partner, member, associate, or

manager of any partnership, joint venture, trust, or other

entity;

(x) Conduct its business, locate offices, and

exercise the powers granted by this act within or without this

state;

(xi) Elect directors and appoint officers, employees,

and agents of the corporation, define their duties, fix their

compensation, and lend them money and credit;

(xii) Pay pensions and establish pension plans,

pension trusts, profit sharing plans, share bonus plans, share

option plans, and benefit or incentive plans for any or all of

its current or former directors, officers, employees, and

agents;

(xiii) Make donations for the public welfare or for

charitable, scientific, or educational purposes;

(xiv) Transact any lawful business; and

(xv) Make payments or donations, or do any other act,

not inconsistent with law, that furthers the business and

affairs of the corporation.

17-16-303. 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.

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(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.

emergency under this section to further the ordinary business

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.

(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.

17-16-304. 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 by:

(i) A shareholder against the corporation to enjoin

the act;

(ii) The corporation, directly, derivatively, or

through a receiver, trustee, or other legal representative,

against an incumbent or former director, officer, employee, or

agent of the corporation; or

(iii) The attorney general under W.S. 17-16-1430.

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of this section to enjoin an unauthorized corporate act the

court may enjoin or set aside the act, if equitable and if all

affected persons are parties to the proceeding, and may award

damages for loss, other than anticipated profits, suffered by

the corporation or another party because of enjoining the

unauthorized act.

ARTICLE 4 - NAME

17-16-401. Corporate name.

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

implying that the corporation is organized for a purpose other

than that permitted by W.S. 17-16-301 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 any trademark or service mark registered

in this state and shall be distinguishable upon the records of

the secretary of state from the name of any profit or nonprofit

corporation, trade name, limited liability company, statutory

trust company, statutory foundation, limited partnership or

other business entity organized, continued or domesticated under

the laws of this state or licensed or registered as a foreign

profit or nonprofit corporation, foreign limited partnership,

foreign joint stock company, foreign statutory trust company,

foreign foundation, foreign limited liability company or other

foreign business entity in this state or any fictitious or

reserved name.

authorization to use a name that is not distinguishable upon the

secretary of state's records from one (1) or more of the names

described in subsection (b) of this section. The secretary of

state shall authorize use of the name applied for if:

(i) The other person whose name is not

distinguishable from the name which the applicant desires to

and submits an undertaking in a form satisfactory to the

secretary of state to change its name to a name that is

distinguishable upon the records of the secretary of state from

the name of the applicant; or

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(ii) The applicant delivers to the secretary of state

a certified copy of the final judgment of a court of competent

jurisdiction establishing the applicant's right to use the name

applied for in this state.

(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.

(v) Where the other corporation is affiliated with

the proposed user corporation and has consented in writing to

the use of the name by the proposed user corporation, and the

written consent also sets forth a description of a proposed

merger, consolidation, dissolution, amendment to articles of

incorporation or other intended corporate action which

establishes to the reasonable satisfaction of the secretary of

state that the coexistence of two (2) corporations using the

same name will not continue for more than one hundred twenty

(120) days.

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

(f) A name is distinguishable from other names, on the

records of the secretary of state, if it contains one (1) or

more different letters or numerals, or if it has a different

sequence of letters or numerals from the other names on the

secretary of state's records. Differences which are not

distinguishable are:

(i) The words or abbreviations of the words

"corporation," "company," "incorporated," "limited partnership,"

"L.P.," "limited," "ltd.," "limited liability company," "limited

company," "L.C." or "L.L.C.";

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(ii) The presence or absence of the words or symbols

of the words "the," "and" or "a";

(iii) Differences in punctuation and special

characters;

(iv) Differences in capitalization; or

(v) Differences between singular and plural forms of

words.

(g) The secretary of state has the power and authority

reasonably necessary to interpret and efficiently administer

this section and to perform the duties imposed by this section.

17-16-402. 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 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.

17-16-403. Reserved.

RTICLE 5 - OFFICE AND AGENT

17-16-501. 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.

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(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 corporations.

17-16-502. Repealed by Laws 2008, Ch. 90, § 3.

17-16-503. Repealed by Laws 2008, Ch. 90, § 3.

17-16-504. Repealed by Laws 2008, Ch. 90, § 3.

17-16-505. Repealed by Laws 2008, Ch. 90, § 3.

17-16-506. Repealed by Laws 2008, Ch. 90, § 3.

17-16-507. Repealed by Laws 2008, Ch. 90, § 3.

17-16-508. Repealed by Laws 2008, Ch. 90, § 3.

17-16-509. Repealed by Laws 2008, Ch. 90, § 3.

ARTICLE 6 - SHARES AND DISTRIBUTIONS

17-16-601. Authorized shares.

(a) The articles of incorporation shall set forth the

classes of shares and series of shares within a class, and the

number, which may be unlimited, of shares of each class and

series that the corporation is authorized to issue. If more than

one (1) class or series of shares is authorized, the articles of

incorporation shall prescribe a distinguishing designation for

each class or series, and shall prescribe, prior to the issuance

of shares of a class or series, the terms, including

preferences, rights and limitations of that class or series.

Except to the extent varied as permitted by this section, all

shares of a class or series shall have terms, including

preferences, rights and limitations that are identical with

those of other shares of the same class or series.

(b) The articles of incorporation shall authorize:

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(i) One (1) or more classes or series of shares that

together have unlimited voting rights; and

(ii) One (1) or more classes or series of shares,

which may be the same class or classes as those with voting

rights, that together are entitled to receive the net assets of

the corporation upon dissolution.

more classes or series of shares that:

(i) Have special, conditional, or limited voting

rights, or no right to vote, except to the extent otherwise

provided by this act;

(ii) Are redeemable or convertible as specified in

the articles of incorporation:

(A) At the option of the corporation, the

shareholder, or another person or upon the occurrence of a

specified event;

(B) For cash, indebtedness, securities, or other

property; and

determined in accordance with a formula.

(iii) Entitle the holders to distributions calculated

in any manner, including dividends that may be cumulative,

noncumulative, or partially cumulative; or

(iv) Have preference over any other class or series

of shares with respect to distributions, including distributions

upon the dissolution of the corporation.

(d) Terms of shares may be made dependent upon facts

objectively ascertainable outside the articles of incorporation.

(e) Any of the terms of shares may vary among holders of

the same class or series so long as such variations are

expressly set forth in the articles of incorporation.

(f) The description of the preferences, rights and

limitations of classes or series of shares in subsection (c) of

this section is not exhaustive.

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17-16-602. Terms of class or series determined by

board of directors.

(a) If the articles of incorporation so provide, the board

of directors is authorized, without shareholder approval, to:

(i) Classify any unissued shares into one (1) or more

classes or into one (1) or more series within a class;

(ii) Reclassify any unissued shares of any class into

one (1) or more classes or into one (1) or more series within

one (1) or more classes; or

(iii) Reclassify any unissued shares of any series of

any class into one (1) or more classes or into one (1) or more

series within a class.

(b) If the board of directors acts pursuant to subsection

(a) of this section, it shall determine the terms, including the

preferences, rights and limitations, to the same extent

permitted under W.S. 17-16-601, of:

(i) Any class of shares before the issuance of any

shares of that class; or

(ii) Any series within a class before the issuance of

any shares of that series.

under this section, the corporation shall deliver to the

secretary of state for filing articles of amendment effecting

the provisions of this section in accordance with article 10 of

this act and setting forth the terms determined under subsection

(a) of this section.

17-16-603. Issued and outstanding shares.

(a) A corporation may issue the number of shares of each

class or series authorized by the articles of incorporation.

Shares that are issued are outstanding shares until they are

reacquired, redeemed, converted, or cancelled.

(b) The reacquisition, redemption, or conversion of

outstanding shares is subject to the limitations of subsection

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outstanding, one (1) or more shares that together have unlimited

voting rights and one (1) or more shares that together are

entitled to receive the net assets of the corporation upon

dissolution shall be outstanding.

17-16-604. Fractional shares.

(a) A corporation may:

(i) Issue fractions of a share or pay in money the

value of fractions of a share;

(ii) Arrange for disposition of fractional shares by

the shareholders; or

(iii) Issue scrip in registered or bearer form

entitling the holder to receive a full share upon surrendering

enough scrip to equal a full share.

(b) Each certificate representing scrip shall be

conspicuously labeled "scrip" and shall contain the information

required by W.S. 17-16-625(b).

exercise the rights of a shareholder, including the right to

vote, to receive dividends, and to participate in the assets of

the corporation upon liquidation. The holder of scrip is not

entitled to any of these rights unless the scrip provides for

them.

(d) The board of directors may authorize the issuance of

scrip subject to any condition considered desirable, including:

(i) That the scrip will become void if not exchanged

for full shares before a specified date; and

(ii) That the shares for which the scrip is

exchangeable may be sold and the proceeds paid to the

scripholders.

17-16-605. Construction of terms relating to stock

and certificate tokens.

(a) As used in this title, any reference to:

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(i) Share certificate, share, stock, share of stock

or words of similar import shall be construed to include a

certificate token;

(ii) A requirement to print information on a share

certificate or words of similar import shall be construed to be

satisfied if the information satisfies the requirements set

forth in W.S. 17-16-625(g);

(iii) Certificated shares or words of similar import

shall be construed to include shares represented by certificate

tokens, and any reference to the delivery or deposit of these

shares to the corporation shall be construed to refer to any

method of granting control of the tokens to the corporation;

(iv) A certificate being duly endorsed or words of

similar import shall be construed to mean that the transaction

authorizing transfer of control of the certificate token was

signed by the lawful holder of the token with the network

signature corresponding to the lawful holder's data address to

which the certificate token was issued or last lawfully

transferred.

17-16-620. Subscription for shares before

incorporation.

(a) A subscription for shares entered into before

incorporation is irrevocable for six (6) months unless the

subscription agreement provides a longer or shorter period or

all the subscribers agree to revocation.

(b) The board of directors may determine the payment terms

of subscriptions for shares that were entered into before

incorporation, unless the subscription agreement specifies them.

A call for payment by the board of directors shall be uniform so

far as practicable as to all shares of the same class or series,

unless the subscription agreement specifies otherwise.

before incorporation are fully paid and nonassessable when the

corporation receives the consideration specified in the

subscription agreement.

(d) If a subscriber defaults in payment of money or

property under a subscription agreement entered into before

incorporation, the corporation may collect the amount owed as

any other debt. Alternatively, unless the subscription agreement

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provides otherwise, the corporation may rescind the agreement

and may sell the shares if the debt remains unpaid more than

twenty (20) days after the corporation sends written demand for

payment to the subscriber.

(e) A subscription agreement entered into after

incorporation is a contract between the subscriber and the

corporation subject to W.S. 17-16-621.

17-16-621. Issuance of shares.

(a) The powers granted in this section to the board of

directors may be reserved to the shareholders by the articles of

incorporation.

(b) The board of directors may authorize shares to be

issued for consideration consisting of any tangible or

intangible property or benefit to the corporation, including

cash, promissory notes, services performed, contracts for

services to be performed, or other securities of the

corporation.

directors shall determine that the consideration received or to

be received for shares to be issued is adequate. That

determination by the board of directors is conclusive insofar as

the adequacy of consideration for the issuance of shares relates

to whether the shares are validly issued, fully paid, and

nonassessable.

(d) When the corporation receives the consideration for

which the board of directors authorized the issuance of shares,

the shares issued therefor are fully paid and nonassessable.

(e) The corporation may place in escrow shares issued for

a contract for future services or benefits or a promissory note,

or make other arrangements to restrict the transfer of the

shares, and may credit distributions in respect of the shares

against their purchase price, until the services are performed,

the note is paid, or the benefits received. If the services are

not performed, the note is not paid, or the benefits are not

received, the shares escrowed or restricted and the

distributions credited may be cancelled in whole or part.

(f)(i) An issuance of shares or other securities

convertible into or rights exercisable for shares, in a

transaction or a series of integrated transactions, requires

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approval of the shareholders, at a meeting at which a quorum

exists, if:

(A) The shares, other securities, or rights are

issued for consideration other than cash or cash equivalents;

and

(B) The voting power of shares that are issued

and issuable as a result of the transaction or series of

integrated transactions will comprise more than twenty percent

(20%) of the voting power of the shares of the corporation that

were outstanding immediately before the transaction.

(ii) In this subsection:

(A) For purposes of determining the voting power

of shares issued and issuable as a result of a transaction or

series of integrated transactions, the voting power of shares

shall be the greater of:

(I) The voting power of the shares to be

issued; or

(II) The voting power of the shares that

would be outstanding after giving effect to the conversion of

convertible shares and other securities and the exercise of

rights to be issued.

(B) A series of transactions is integrated if

consummation of one (1) transaction is made contingent on

consummation of one (1) or more of the other transactions.

17-16-622. Liability of shareholders.

(a) A purchaser from a corporation of its own shares is

not liable to the corporation or its creditors with respect to

the shares except to pay the consideration for which the shares

were authorized to be issued pursuant to W.S. 17-16-621 or

specified in the subscription agreement pursuant to W.S. 17-16-

620.

(b) Unless otherwise provided in the articles of

incorporation, a shareholder of a corporation is not personally

liable for the acts or debts of the corporation except that he

may become personally liable by reason of his own acts or

conduct.

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17-16-623. Share dividends.

(a) Unless the articles of incorporation provide

otherwise, shares may be issued pro rata and without

consideration to the corporation's shareholders or to the

shareholders of one (1) or more classes or series. An issuance

of shares under this subsection is a share dividend.

(b) Shares of one (1) class or series may not be issued as

a share dividend in respect of shares of another class or series

unless:

(i) The articles of incorporation so authorize;

(ii) A majority of the votes entitled to be cast by

the class or series to be issued approve the issue; or

(iii) There are no outstanding shares of the class or

series to be issued.

for determining shareholders entitled to a share dividend, it is

the date the board of directors authorizes the share dividend.

17-16-624. Share options.

(a) A corporation may issue rights, options, or warrants

for the purchase of shares of the corporation. The board of

directors shall determine the terms upon which the rights,

options, or warrants are issued and the terms, including the

consideration for which the shares are to be issued. The

authorization by the board of directors for the corporation to

issue the rights, options or warrants constitutes authorization

of the issuance of the shares or other securities for which the

rights, options or warrants are exercisable.

(b) The terms and conditions of such rights, options or

warrants, including those outstanding on July 1, 2009, may

include, without limitation, restrictions or conditions that:

(i) Preclude or limit the exercise, transfer or

receipt of such rights, options or warrants by any person owning

or offering to acquire a specified number or percentage of the

outstanding shares or other securities of the corporation or by

any transferee of any such person; or

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(ii) Invalidate or void the rights, options or

warrants held by any such person or transferee.

17-16-625. Form and content of certificates.

(a) Shares may but need not be represented by

certificates. Unless this act or another statute expressly

provides otherwise, the rights and obligations of shareholders

are identical whether or not their shares are represented by

certificates.

(b) At a minimum each share certificate shall state on its

face:

(i) The name of the issuing corporation and that it

is organized under the law of this state;

(ii) The name of the person to whom, or in the case

of a certificate token, the data address to which the token was

issued; and

(iii) The number and class of shares and the

designation of the series, if any, the certificate represents.

different classes of shares or different series within a class,

the designations, relative rights, preferences, and limitations

applicable to each class and the variations in rights,

preferences, and limitations determined for each series, and the

authority of the board of directors to determine variations for

future series, shall be summarized on the front or back of each

certificate. Alternatively, each certificate may state

conspicuously on its front or back that the corporation will

furnish the shareholder this information on request in writing

and without charge.

(d) Except as otherwise provided by subsection (g) of this

section, each share certificate:

(i) Shall be signed, either manually or in facsimile,

by two (2) officers designated in the bylaws or by the board of

directors; and

(ii) May bear the corporate seal or its facsimile.

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(e) If the person who signed a share certificate no longer

holds office when the certificate is issued, the certificate is

nevertheless valid.

(f) In no case shall a corporation issue share

certificates in bearer form. For purposes of this subsection

"bearer form" means a form in which the certificate is payable

to the bearer of the certificate according to its terms but not

by reason of an endorsement. If a corporation formed under this

act or qualified to do business under this act has bearer shares

outstanding, the entity shall conform those shares to comply

with this section on or before October 1, 2007. Failure to do so

shall be prima facie evidence of an ultra vires act pursuant to

W.S. 17-16-304.

(g) The articles of incorporation or bylaws of a

corporation may specify that all or a portion of the shares of

the corporation may be represented by share certificates in the

form of certificate tokens. The electronic message, command or

transaction that transmits the certificate tokens to the data

address to which a certificate token was issued shall be

authorized at the time of issuance by one (1) or more messages,

commands or transactions signed with the network signatures of

two (2) officers designated in the bylaws or by the board of

directors of the corporation.

(h) As used in this section:

(i) "Blockchain" means a digital ledger or database

which is chronological, consensus based, decentralized and

mathematically verified in nature;

(ii) "Certificate token" means a representation of

shares that is stored in an electronic format which contains the

information specified under subsections (b) and (c) of this

section, and this information is:

(A) Entered into a blockchain or other secure,

auditable database;

(B) Linked to or associated with the certificate

token; and

issuing corporation, the person to whom the certificate token

was issued and any transferee.

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17-16-626. Shares without certificates.

(a) Unless the articles of incorporation or bylaws provide

otherwise, the board of directors of a corporation may authorize

the issue of some or all of the shares of any or all of its

classes or series without certificates. The authorization does

not affect shares already represented by certificates until they

are surrendered to the corporation.

(b) Within a reasonable time after the issue or transfer

of shares without certificates, the corporation shall give the

shareholder a written statement of the information required on

certificates by W.S. 17-16-625(b) and (c), and, if applicable,

W.S. 17-16-627.

17-16-627. Restriction on transfer of shares and

other securities.

(a) The articles of incorporation, bylaws, an agreement

among shareholders, or an agreement between shareholders and the

corporation may impose restrictions on the transfer or

registration of transfer of shares of the corporation. A

restriction does not affect shares issued before the restriction

was adopted unless the holders of the shares are parties to the

restriction agreement or voted in favor of the restriction.

(b) A restriction on the transfer or registration of

transfer of shares is valid and enforceable against the holder

or a transferee of the holder if the restriction is authorized

by this section and its existence is noted conspicuously on the

front or back of the certificate or is contained in the

information statement required by W.S. 17-16-626(b). Unless so

noted or contained, a restriction is not enforceable against a

person without knowledge of the restriction.

transfer of shares is authorized:

(i) To maintain the corporation's status when it is

dependent on the number or identity of its shareholders;

(ii) To preserve exemptions under federal or state

securities law; or

(iii) For any other reasonable purpose.

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(d) A restriction on the transfer or registration of

transfer of shares may:

(i) Obligate the shareholder first to offer the

corporation or other persons, separately, consecutively, or

simultaneously, an opportunity to acquire the restricted shares;

(ii) Obligate the corporation or other persons,

separately, consecutively, or simultaneously, to acquire the

restricted shares;

(iii) Require the corporation, the holders of any

class of its shares, or another person to approve the transfer

of the restricted shares, if the requirement is not manifestly

unreasonable; or

(iv) Prohibit the transfer of the restricted shares

to designated persons or classes of persons, if the prohibition

is not manifestly unreasonable.

(e) For purposes of this section, "shares" includes a

security convertible into or carrying a right to subscribe for

or acquire shares.

17-16-628. Expense of issue.

A corporation may pay the expenses of selling or underwriting

its shares, and of organizing or reorganizing the corporation,

from the consideration received for shares.

17-16-630. Shareholders' preemptive rights.

(a) The shareholders of a corporation do not have a

preemptive right to acquire the corporation's unissued shares

except to the extent the articles of incorporation so provide.

(b) A statement included in the articles of incorporation

that "the corporation elects to have preemptive rights," or

words of similar import, means that the following principles

apply except to the extent the articles of incorporation

expressly provide otherwise:

(i) The shareholders of the corporation have a

preemptive right, granted on uniform terms and conditions

prescribed by the board of directors to provide a fair and

reasonable opportunity to exercise the right, to acquire

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proportional amounts of the corporation's unissued shares upon

the decision of the board of directors to issue them;

(ii) A shareholder may waive his preemptive right. A

waiver evidenced by a writing is irrevocable even though it is

not supported by consideration;

(iii) There is no preemptive right with respect to:

(A) Shares issued as compensation to directors,

officers, agents, or employees of the corporation, its

subsidiaries or affiliates;

(B) Shares issued to satisfy conversion or

option rights created to provide compensation to directors,

officers, agents, or employees of the corporation, its

subsidiaries or affiliates;

incorporation that are issued within six (6) months from the

effective date of incorporation; or

(D) Shares sold otherwise than for money.

(iv) Holders of shares of any class without general

voting rights but with preferential rights to distributions or

assets have no preemptive rights with respect to shares of any

class;

(v) Holders of shares of any class with general

voting rights but without preferential rights to distributions

or assets have no preemptive rights with respect to shares of

any class with preferential rights to distributions or assets

unless the shares with preferential rights are convertible into

or carry a right to subscribe for or acquire shares without

preferential rights;

(vi) Shares subject to preemptive rights that are not

acquired by shareholders may be issued to any person for a

period of one (1) year after being offered to shareholders at a

consideration set by the board of directors that is not lower

than the consideration set for the exercise of preemptive

rights. An offer at a lower consideration or after the

expiration of one (1) year is subject to the shareholders'

preemptive rights.

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security convertible into or carrying a right to subscribe for

or acquire shares.

17-16-631. Corporation's acquisition of its own

shares.

(a) A corporation may acquire its own shares and shares so

acquired constitute authorized but unissued shares.

(b) If the articles of incorporation prohibit the reissue

of the acquired shares, the number of authorized shares is

reduced by the number of shares acquired.

effecting the provisions of this section under article 10 of

this act without shareholder action and deliver them to the

secretary of state for filing.

17-16-640. Distributions to shareholders.

(a) A board of directors may authorize and the corporation

may make distributions to its shareholders subject to

restriction by the articles of incorporation and the limitation

in subsection (c) of this section.

(b) If the board of directors does not fix the record date

for determining shareholders entitled to a distribution, other

than one (1) involving a purchase, redemption, or other

acquisition of the corporation's shares, it is the date the

board of directors authorizes the distribution.

effect:

(i) The corporation would not be able to pay its

debts as they become due in the usual course of business; or

(ii) The corporation's total assets would be less

than the sum of its total liabilities plus (unless the articles

of incorporation permit otherwise) the amount that would be

needed, if the corporation were to be dissolved at the time of

the distribution, to satisfy the preferential rights upon

dissolution of shareholders whose preferential rights are

superior to those receiving the distribution.

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(d) The board of directors may base a determination that a

distribution is not prohibited under subsection (c) of this

section either on financial statements prepared on the basis of

accounting practices and principles that are reasonable in the

circumstances or on a fair valuation or other method that is

reasonable in the circumstances.

(e) Except as provided in subsection (g) of this section,

the effect of a distribution under subsection (c) of this

section is measured:

(i) In the case of distribution by purchase,

redemption, or other acquisition of the corporation's shares, as

of the earlier of:

(A) The date money or other property is

transferred or debt incurred by the corporation; or

(B) The date the shareholder ceases to be a

shareholder with respect to the acquired shares.

(ii) In the case of any other distribution of

indebtedness, as of the date the indebtedness is distributed;

and

(iii) In all other cases, as of:

(A) The date the distribution is authorized if

the payment occurs within one hundred twenty (120) days after

the date of authorization; or

(B) The date the payment is made if it occurs

more than one hundred twenty (120) days after the date of

authorization.

(f) A corporation's indebtedness to a shareholder incurred

by reason of a distribution made in accordance with this section

is at parity with the corporation's indebtedness to its general,

unsecured creditors except to the extent subordinated by

agreement.

(g) Indebtedness of a corporation, including indebtedness

issued as a distribution, is not considered a liability for

purposes of determinations under subsection (c) of this section

if its terms provide that payment of principal and interest are

made only if and to the extent that payment of a distribution to

shareholders could then be made under this section. If the

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indebtedness is issued as a distribution, each payment of

principal or interest is treated as a distribution, the effect

of which is measured on the date the payment is actually made.

(h) This section shall not apply to distributions in

liquidation under article 14 of this act.

ARTICLE 7 - SHAREHOLDERS

17-16-701. Annual meeting.

(a) Unless directors are elected by written consent in

lieu of an annual meeting as permitted by W.S. 17-16-704, a

corporation shall hold a meeting of shareholders annually at a

time stated in or fixed in accordance with the bylaws.

(b) Annual shareholders' 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 meetings shall be held at the corporation's

principal office. The board of directors may, in its sole

discretion, determine that the meeting shall not be held at any

place, but may instead be held by means of remote communication.

The board shall take into consideration stockholders' ability to

participate by remote communication and provide an alternative

means of participation for those stockholders unable to

participate by remote communication. If authorized by the board

of directors in its sole discretion, and subject to guidelines

and procedures the board of directors may adopt, stockholders

and proxies not physically present at a meeting of stockholders

may, by means of remote communication:

(i) Participate in a meeting of stockholders; and

(ii) Be deemed present in person and vote at a

meeting of stockholders, whether the meeting is held at a

designated place or solely by means of remote communication,

provided that the corporation shall implement reasonable

measures to verify that each person deemed present and permitted

to vote at the meeting by means of remote communication is a

stockholder or proxy. The corporations shall implement

reasonable measures to provide the stockholders and proxies a

reasonable opportunity to participate in the meeting and to vote

on matters submitted to the stockholders, including an

opportunity to read or hear the proceedings of the meeting

substantially concurrently with the proceeding. If any

stockholder or proxy votes or takes other action at the meeting

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by means of remote communication, a record of the vote or other

action shall be maintained by the corporation.

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

does not affect the validity of any corporate action.

17-16-702. Special meeting.

(a) A corporation shall hold a special meeting of

shareholders:

(i) On call of its board of directors or the person

or persons authorized to do so by the articles of incorporation

or bylaws; or

(ii) If the holders of at least ten percent (10%) of

all the votes entitled to be cast on any issue proposed to be

considered at the proposed special meeting sign, date, and

deliver to the corporation one (1) or more written demands for

the meeting describing the purpose or purposes for which it is

to be held, provided that the articles of incorporation may fix

a lower percentage or a higher percentage not exceeding twenty-

five percent (25%) of all the votes entitled to be cast on any

issue proposed to be considered. Unless otherwise provided in

the articles of incorporation, a written demand for a special

meeting may be revoked by a writing to that effect received by

the corporation prior to the receipt by the corporation of

demands sufficient in number to require the holding of a special

meeting.

(b) If not otherwise fixed under W.S. 17-16-703 or 17-16-

707, the record date for determining shareholders entitled to

demand a special meeting is the date the first shareholder signs

the demand.

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.

(d) Only business within the purpose or purposes described

in the meeting notice required by W.S. 17-16-705(c) may be

conducted at a special shareholders' meeting.

17-16-703. Court-ordered meeting.

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(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 shareholder of the

corporation entitled to participate in an annual meeting if an

annual meeting was not held or action by written consent in lieu

thereof did not become effective within the earlier of six (6)

months after the end of the corporation's fiscal year or fifteen

(15) months after its last annual meeting; or

(ii) On application of a shareholder who signed a

demand for a special meeting valid under W.S. 17-16-702, if:

(A) Notice of the special meeting was not given

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

to the corporation's secretary; 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,

determine the shares entitled to participate in the meeting,

specify a record date for determining shareholders 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.

17-16-704. Action without meeting.

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

at a shareholders' meeting may be taken without a meeting if the

action is taken by all the shareholders entitled to vote on the

action. The action shall be evidenced by one (1) or more written

consents bearing the date of signature and describing the action

taken, signed by the holders of the requisite number of shares

entitled to vote on the action, and delivered to the corporation

for inclusion in the minutes or filing with the corporate

records.

(b) The articles of incorporation may provide that any

action required or permitted by this act to be taken at a

shareholders' meeting may be taken without a meeting, and

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without prior notice, if consents in writing setting forth the

action so taken are signed by the holders of outstanding shares

having not less than the minimum number of votes that would be

required to authorize or take the action at a meeting at which

all shares entitled to vote on the action were present and

voted. The written consent shall bear the date of signature of

the shareholder who signs the consent and be delivered to the

corporation for inclusion in the minutes or filing with the

corporate records.

707, and if prior board action is not required respecting the

action to be taken without a meeting, the record date for

determining shareholders entitled to take action without a

meeting shall be the first date on which a signed written

consent is delivered to the corporation. If not otherwise fixed

under W.S. 17-16-707 and if prior board action is required

respecting the action to be taken without a meeting, the record

date shall be the close of business on the day the resolution of

the board taking such prior action is adopted. No written

consent shall be effective to take the corporate action referred

to therein unless, within sixty (60) days of the earliest date

on which a consent delivered to the corporation as required by

this section was signed, written consents signed by sufficient

shareholders to take the action have been delivered to the

corporation. A written consent may be revoked by a writing to

that effect delivered to the corporation before unrevoked

written consents sufficient in number to take corporate action

are delivered to the corporation.

(d) A consent signed pursuant to the provisions of this

section has the effect of a vote taken at a meeting and may be

described as such in any document. Unless the articles of

incorporation, bylaws or a resolution of the board of directors

provides for a reasonable delay to permit tabulation of written

consents, the action taken by written consent shall be effective

when written consents signed by sufficient shareholders to take

the action are delivered to the corporation.

(e) If this act requires that notice of proposed action be

given to nonvoting shareholders and the action is to be taken by

written consent of the voting shareholders, the corporation

shall give its nonvoting shareholders written notice of the

action not more than ten (10) days after written consents

sufficient to take the action have been delivered to the

corporation or the later date that tabulation of consents is

completed pursuant to the authorization under subsection (d) of

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this section. The notice shall reasonably describe the action

taken and contain or be accompanied by the same material that,

under any provision of this act, would have been required to be

sent to nonvoting shareholders in a notice of meeting at which

the proposed action would have been submitted to the

shareholders for action.

(f) If action is taken by less than unanimous written

consent of the voting shareholders, the corporation shall give

its nonconsenting voting shareholders written notice of the

action not more than ten (10) days after written consents

sufficient to take the action have been delivered to the

corporation, or the later date that tabulation of consents is

completed pursuant to an authorization under subsection (d) of

this section. The notice shall reasonably describe the action

taken and contain or be accompanied by the same material that,

under any provision of this act, would have been required to be

sent to voting shareholders in a notice of a meeting at which

the action would have been submitted to the shareholders for

action.

(g) The notice requirements in subsections (e) and (f) of

this section shall not delay the effectiveness of actions taken

by written consent, and a failure to comply with such notice

requirements shall not invalidate actions taken by written

consent, provided that this subsection shall not be deemed to

limit judicial power to fashion any appropriate remedy in favor

of a shareholder adversely affected by a failure to give the

notice within the required time period.

(h) An electronic transmission may be used to consent to

an action, if the electronic transmission contains or is

accompanied by information from which the corporation can

determine the date on which the electronic transmission was

signed and that the electronic transmission was authorized by

the shareholder, the shareholder's agent or the shareholder's

attorney-in-fact.

(i) Delivery of a written consent to the corporation under

this section is delivery to the corporation's registered agent

at its registered office or to the secretary of the corporation

at its principal office.

17-16-705. Notice of meeting.

(a) A corporation shall notify shareholders of the date,

time, place and means of communication of each annual and

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special shareholders' meeting no fewer than ten (10) nor more

than sixty (60) days before the meeting date. Unless this act or

the articles of incorporation require otherwise, the corporation

is required to give notice only to shareholders entitled to vote

at the meeting.

(b) Unless this act or the articles of incorporation

require otherwise, notice of an annual meeting need not include

a description of the purpose or purposes for which the meeting

is called.

description of the purpose or purposes for which the meeting is

called.

(d) If not otherwise fixed under W.S. 17-16-703 or 17-16-

707, the record date for determining shareholders entitled to

notice of and to vote at an annual or special shareholders'

meeting is the day before the first notice is delivered to

shareholders.

(e) Unless the bylaws require otherwise, if an annual or

special shareholders' meeting is adjourned to a different date,

time, place or means of communication, notice need not be given

of the new date, time, place or means of communication if the

new date, time place or means of communication is announced at

the meeting before adjournment. If a new record date for the

adjourned meeting is or shall be fixed under W.S. 17-16-707,

however, notice of the adjourned meeting shall be given under

this section to persons who are shareholders as of the new

record date.

17-16-706. Waiver of notice.

(a) A shareholder may waive any notice required by this

act, the articles of incorporation, or bylaws before or after

the date and time stated in the notice. The waiver shall be in

writing, be signed or shall be sent by electronic transmission

by the shareholder entitled to the notice, and be delivered to

the corporation for inclusion in the minutes or filing with the

corporate records.

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

(i) Waives objection to lack of notice or defective

notice of the meeting, unless the shareholder at the beginning

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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

shareholder objects to considering the matter when it is

presented.

17-16-707. Record date.

(a) The bylaws may fix or provide the manner of fixing the

record date for one (1) or more voting groups in order to

determine the shareholders entitled to notice of a shareholders'

meeting, to demand a special meeting, to vote, or to take any

other action. If the bylaws do not fix or provide for fixing a

record date, the board of directors of the corporation may fix a

future date as the record date.

(b) A record date fixed under this section may not be more

than seventy (70) days before the meeting or action requiring a

determination of shareholders.

or to vote at a shareholders' meeting is effective for any

adjournment of the meeting unless the board of directors fixes a

new record date, which it shall do if the meeting is adjourned

to a date more than one hundred twenty (120) days after the date

fixed for the original meeting.

(d) 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

continues in effect or it may fix a new record date.

17-16-708. Conduct of the meeting.

(a) At each meeting of shareholders, a chair shall

preside. The chair shall be appointed as provided in the bylaws

or, in the absence of such provision, by the board.

(b) The chair, unless the articles of incorporation or

bylaws provide otherwise, shall determine the order of business

and shall have the authority to establish rules for the conduct

of the meeting.

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shall be fair to shareholders.

(d) The chair of the meeting shall announce at the meeting

when the polls close for each matter voted upon. If no

announcement is made, the polls shall be deemed to have closed

upon the final adjournment of the meeting. After the polls

close, no ballots, proxies or votes nor any revocations or

changes thereto may be accepted.

17-16-720. Shareholders' list for meeting.

(a) After fixing a record date for a meeting, a

corporation shall prepare an alphabetical or numerical list of

the identities of all its shareholders who are entitled to

notice of a shareholders' meeting. The list shall be arranged by

voting group, and within each voting group by class or series of

shares, and show the number of shares held by each shareholder.

The list shall also show each shareholder's physical mailing

address, if the identity of a shareholder on the list consists

of the shareholder's name, and each shareholder's authorized

means of receipt for electronic transmissions, if the identity

of a shareholder on the list consists of the shareholder's data

address.

(b) The shareholders' list shall be available for

inspection by any shareholder, beginning two (2) business days

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

prepared and continuing through the meeting, at the

corporation's principal office or at a place identified in the

meeting notice in the city where the meeting will be held. A

shareholder, his agent, or attorney is entitled on written

demand to inspect and, subject to the requirements of W.S. 17-

16-1602(c), to copy the list, during regular business hours and

at the shareholder's expense, during the period it is available

for inspection.

available at the meeting, and any shareholder, his 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 shareholder, his

agent, or attorney to inspect the shareholders' list before or

at the meeting, or to 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

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registered office, is located, on application of the

shareholder, may summarily order the inspection or copying at

the corporation's expense, order payment by the corporation of

the shareholder's cost of suit including reasonable attorney

fees and may postpone the meeting for which the list was

prepared until the inspection or copying is complete.

(e) Refusal or failure to prepare or make available the

shareholders' list does not affect the validity of action taken

at the meeting.

17-16-721. Voting entitlement of shares.

(a) Except as provided in subsections (b) and (d) of this

section or unless the articles of incorporation provide

otherwise, each outstanding share, regardless of class, is

entitled to one (1) vote on each matter voted on at a

shareholders' meeting. Only shares are entitled to vote.

(b) Unless authorized by a district court, the shares of a

corporation are not entitled to vote if they are owned, directly

or indirectly, by a second corporation, domestic or foreign, and

the first corporation owns, directly or indirectly, a majority

of the shares entitled to vote for directors of the second

corporation.

power of a corporation to vote any shares, including its own

shares, held by it in a fiduciary capacity.

(d) Redeemable shares are not entitled to vote after

notice of redemption is mailed to the holders and a sum

sufficient to redeem the shares has been deposited with a bank,

trust company, or other financial institution under an

irrevocable obligation to pay the holders the redemption price

on surrender of the shares.

17-16-722. Proxies.

(a) A shareholder may vote his shares in person or by

proxy.

(b) A shareholder or his agent or attorney-in-fact may

appoint a proxy to vote or otherwise act for the shareholder by

signing an appointment form or by an electronic transmission. An

electronic transmission shall contain or be accompanied by

information from which one can determine that the shareholder,

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the shareholder's agent, or the shareholder's attorney-in-fact

authorized the electronic transmission.

appointment form or an electronic transmission of the

appointment is received by the inspector of election or the

officer or agent of the corporation authorized to tabulate

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

longer period is expressly provided in the appointment form.

(d) An appointment of a proxy is revocable unless the

appointment form or electronic transmission states that it is

irrevocable and the appointment is coupled with an interest.

Appointments coupled with an interest include the appointment

of:

(i) A pledgee;

(ii) A person who purchased or agreed to purchase the

shares;

(iii) A creditor of the corporation who extended it

credit under terms requiring the appointment;

(iv) An employee of the corporation whose employment

contract requires the appointment; or

(v) A party to a voting agreement created under W.S.

17-16-731.

(e) The death or incapacity of the shareholder 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 his

authority under the appointment.

(f) An appointment made irrevocable under subsection (d)

of this section is revoked when the interest with which it is

coupled is extinguished.

(g) A transferee for value of shares subject to an

irrevocable appointment may revoke the appointment if he did not

know of its existence when he acquired the shares and the

existence of the irrevocable appointment was not noted

conspicuously on the certificate representing the shares or on

the information statement for shares without certificates.

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(h) Subject to W.S. 17-16-724 and to any express

limitation on the proxy's authority stated in the appointment

form or electronic transmission, a corporation is entitled to

accept the proxy's vote or other action as that of the

shareholder making the appointment.

17-16-723. Shares held by nominees.

(a) A corporation may establish a procedure by which the

beneficial owner of shares that are registered in the name of a

nominee is recognized by the corporation as the shareholder. The

extent of this recognition may be determined in the procedure.

(b) The procedure may set forth:

(i) The types of nominees to which it applies;

(ii) The rights or privileges that the corporation

recognizes in a beneficial owner;

(iii) The manner in which the procedure is selected

by the nominee;

(iv) The information that shall be provided when the

procedure is selected;

(v) The period for which selection of the procedure

is effective; and

(vi) Other aspects of the rights and duties created.

17-16-724. Corporation's acceptance of votes.

(a) If the name or network signature signed on a vote,

consent, waiver, or proxy appointment corresponds to the name or

data address of a shareholder, 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 shareholder.

(b) If the name or network signature signed on a vote,

consent, waiver, or proxy appointment does not correspond to the

name or data address of its shareholder, 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 shareholder if:

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(i) The shareholder is an entity and the name or

network signature signed purports to be that of an officer or

agent of the entity;

(ii) The name or network signature signed purports to

be that of an administrator, executor, guardian, or conservator

representing the shareholder 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;

(iii) The name or network signature signed purports

to be that of a receiver or trustee in bankruptcy of the

shareholder 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;

(iv) The name or network signature signed purports to

be that of a pledgee, beneficial owner, or attorney-in-fact of

the shareholder and, if the corporation requests, evidence

acceptable to the corporation of the signatory's authority to

sign for the shareholder has been presented with respect to the

vote, consent, waiver, or proxy appointment; or

(v) Two (2) or more persons are the shareholder as

cotenants or fiduciaries and the name or network signature

signed purports to be the name or data address of at least one

(1) of the coowners and the person signing appears to be acting

on behalf of all the coowners.

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

shareholder.

(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 or

W.S. 17-16-722(b) are not liable in damages to the shareholder

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 or W.S. 17-16-722(b) is valid unless a court of

competent jurisdiction determines otherwise.

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17-16-725. Quorum and voting requirements for voting

groups.

(a) Shares entitled to vote as a separate voting group may

take action on a matter at a meeting only if a quorum of those

shares exists with respect to that matter. Unless the articles

of incorporation or this act provide otherwise, a majority of

the votes entitled to be cast on the matter by the voting group

constitutes a quorum of that voting group for action on that

matter.

(b) Once a share is represented for any purpose at a

meeting, it is deemed present for quorum purposes for the

remainder of the meeting and for any adjournment of that meeting

unless a new record date is or shall be set for that adjourned

meeting.

election of directors by a voting group is approved if the votes

cast within the voting group favoring the action exceed the

votes cast opposing the action, unless the articles of

incorporation or this act require a greater number of

affirmative votes.

(d) An amendment of articles of incorporation adding,

changing or deleting a quorum or voting requirement for a voting

group greater or lesser than specified in subsection (a) or (c)

of this section is governed by W.S. 17-16-727.

(e) The election of directors is governed by W.S. 17-16-

728.

17-16-726. Action by single and multiple voting

groups.

(a) If the articles of incorporation or this act provide

for voting by a single voting group on a matter, action on that

matter is taken when voted upon by that voting group as provided

in W.S. 17-16-725.

(b) If the articles of incorporation or this act provide

for voting by two (2) or more voting groups on a matter, action

on that matter is taken only when voted upon by each of those

voting groups counted separately as provided in W.S. 17-16-725.

Action may be taken by one (1) voting group on a matter even

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though no action is taken by another voting group entitled to

vote on the matter.

17-16-727. Changing quorum or voting requirements.

(a) The articles of incorporation may provide for a

greater or lesser quorum or voting requirement for shareholders,

or voting groups of shareholders, than is provided for by this

act.

(b) An amendment to the articles of incorporation that

adds, changes or deletes a quorum or voting requirement shall

meet the same quorum requirement and be adopted by the same vote

and voting groups required to take action under the quorum and

voting requirements then in effect or proposed to be adopted,

whichever is greater.

17-16-728. Voting for directors; cumulative voting.

(a) Unless otherwise provided in the articles of

incorporation, directors are elected by a plurality of the votes

cast by the shares entitled to vote in the election at a meeting

at which a quorum is present.

(b) Shareholders do not have a right to cumulate their

votes for directors unless the articles of incorporation so

provide.

that "[all] [a designated voting group of] shareholders are

entitled to cumulate their votes for directors," or words of

similar import, means that the shareholders designated are

entitled to multiply the number of votes they 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.

(d) Shares otherwise entitled to vote cumulatively may not

be voted cumulatively at a particular meeting unless:

(i) The meeting notice or proxy statement

accompanying the notice states conspicuously that cumulative

voting is authorized; or

(ii) A shareholder who has the right to cumulate his

votes gives notice to the corporation not less than forty-eight

(48) hours before the time set for the meeting of the

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shareholder's intent to cumulate his votes during the meeting.

If one (1) shareholder gives this notice all other shareholders

in the same voting group participating in the election are

entitled to cumulate their votes without giving further notice.

17-16-729. Inspectors of election.

(a) A public corporation shall, and any other corporation

may, appoint one (1) or more inspectors to act at a meeting of

shareholders and make a written report of the inspectors'

determinations. Each inspector shall take and sign an oath

faithfully to execute the duties of inspector with strict

impartiality and according to the best of the inspector's

ability.

(b) The inspectors shall:

(i) Ascertain the number of shares outstanding and

the voting power of each;

(ii) Determine the shares represented at a meeting;

(iii) Determine the validity of proxies and ballots;

(iv) Count all votes; and

(v) Determine the result.

corporation.

17-16-730. Voting trusts.

(a) One (1) or more shareholders may create a voting

trust, conferring on a trustee the right to vote or otherwise

act for them, by signing an agreement setting out the provisions

of the trust, which may include anything consistent with its

purpose, and transferring their shares to the trustee. When a

voting trust agreement is signed, the trustee shall prepare a

list of the identities of all owners of beneficial interests in

the trust, together with the number and class of shares each

transferred to the trust. The list shall also show each

shareholder's physical mailing address, if the identity of a

shareholder on the list consists of the shareholder's name, and

each shareholder's authorized means of receipt for electronic

transmissions, if the identity of a shareholder on the list

consists of the shareholder's data address. Copies of the list

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and agreement shall be delivered to the corporation's principal

office.

(b) A voting trust becomes effective on the date the first

shares subject to the trust are registered in the trustee's

name. A voting trust is valid for not more than ten (10) years

after its effective date unless extended under subsection (c) of

this section.

extend it for additional terms of not more than ten (10) years

each by signing written consent to the extension. An extension

is valid for ten (10) years from the date the first shareholder

signs the extension agreement. The voting trustee shall deliver

copies of the extension agreement and list of beneficial owners

to the corporation's principal office. An extension agreement

binds only those parties signing it.

17-16-731. Voting agreements.

(a) Two (2) or more shareholders may provide for the

manner in which they will vote their shares by signing an

agreement for that purpose. A voting agreement created under

this section is not subject to the provisions of W.S. 17-16-730.

(b) A voting agreement created under this section is

specifically enforceable.

17-16-732. Shareholder agreements.

(a) An agreement among the shareholders of a corporation

that complies with this section is effective among the

shareholders and the corporation even though it is inconsistent

with one (1) or more other provisions of this act in that it:

(i) Eliminates the board of directors or restricts

the discretion or powers of the board of directors;

(ii) Governs the authorization or making of

distributions whether or not in proportion to ownership of

shares, subject to the limitations in W.S. 17-16-640;

(iii) Establishes who shall be directors or officers

of the corporation, or their terms of office or manner of

selection or removal;

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(iv) Governs, in general or in regard to specific

matters, the exercise or division of voting power by or between

the shareholders and directors or by or among any of them,

including use of weighted voting rights or director proxies;

(v) Establishes the terms and conditions of any

agreement for the transfer or use of property or the provision

of services between the corporation and any shareholder,

director, officer or employee of the corporation or among any of

them;

(vi) Transfers to one (1) or more shareholders or

other persons all or part of the authority to exercise the

corporate powers or to manage the business and affairs of the

corporation, including the resolution of any issue about which

there exists a deadlock among directors or shareholders;

(vii) Requires dissolution of the corporation at the

request of one (1) or more of the shareholders or upon the

occurrence of a specified event or contingency; or

(viii) Otherwise governs the exercise of the

corporate powers or the management of the business and affairs

of the corporation or the relationship among the shareholders,

the directors and the corporation, or among any of them, and is

not contrary to public policy.

(b) An agreement authorized by this section shall be:

(i) Set forth:

(A) In the articles of incorporation or bylaws

and approved by all persons who are shareholders at the time of

the agreement; or

(B) In a written agreement that is signed by all

persons who are shareholders at the time of the agreement and

which agreement is made known to the corporation.

(ii) Subject to amendment only by all persons who are

shareholders at the time of the amendment, unless the agreement

provides otherwise; and

(iii) Valid for ten (10) years, unless the agreement

provides otherwise. Nothing herein affects agreements in force

on July 1, 1997.

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section shall be noted conspicuously on the front or back of

each certificate for outstanding shares or on the information

statement required by W.S. 17-16-626(b). If at the time of the

agreement the corporation has shares outstanding represented by

certificates, the corporation shall recall the outstanding

certificates and issue substitute certificates that comply with

this subsection. The failure to note the existence of the

agreement on the certificate or information statement shall not

affect the validity of the agreement or any action taken

pursuant to it. Any purchaser of shares who, at the time of

purchase, did not have knowledge of the existence of the

agreement shall be entitled to rescission of the purchase. A

purchaser shall be deemed to have knowledge of the existence of

the agreement if its existence is noted on the certificate or

information statement for the shares in compliance with this

subsection and, if the shares are not represented by a

certificate, the information statement is delivered to the

purchaser at or prior to the time of purchase of the shares. An

action to enforce the right of rescission authorized by this

subsection must be commenced within the earlier of ninety (90)

days after discovery of the existence of the agreement or two

(2) years after the time of purchase of the shares.

(d) An agreement authorized by this section shall cease to

be effective when the corporation becomes a public corporation.

If the agreement ceases to be effective for any reason, the

board of directors may, if the agreement is contained or

referred to in the corporation's articles of incorporation or

bylaws, adopt an amendment to the articles of incorporation or

bylaws, without shareholder action, to delete the agreement and

any references to it.

(e) An agreement authorized by this section that limits

the discretion or powers of the board of directors shall relieve

the directors of, and impose upon the person or persons in whom

such discretion or powers are vested, liability for acts or

omissions imposed by law on directors to the extent that the

discretion or powers of the directors are limited by the

agreement.

(f) The existence or performance of an agreement

authorized by this section shall not be a ground for imposing

personal liability on any shareholder for the acts or debts of

the corporation even if the agreement or its performance treats

the corporation as if it were a partnership or results in

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failure to observe the corporate formalities otherwise

applicable to the matters governed by the agreement.

(g) Incorporators or subscribers for shares may act as

shareholders with respect to an agreement authorized by this

section if no shares have been issued when the agreement is

made.

17-16-740. Subarticle definitions.

(a) As used in this subarticle:

(i) "Derivative proceeding" means a civil suit in the

right of a domestic corporation or, to the extent provided in

W.S. 17-16-747, in the right of a foreign corporation;

(ii) "Shareholder" includes a beneficial owner whose

shares are held in a voting trust or held by a nominee on the

beneficial owner's behalf.

17-16-741. Standing.

(a) A shareholder may not commence or maintain a

derivative proceeding unless the shareholder:

(i) Was a shareholder of the corporation at the time

of the act or omission complained of, or became a shareholder

through transfer by operation of law from one who was a

shareholder at the time; and

(ii) Fairly and adequately represents the interests

of the corporation in enforcing the right of the corporation.

17-16-742. Demand.

(a) No shareholder may commence a derivative proceeding

until:

(i) A written demand has been made upon the

corporation to take suitable action; and

(ii) Ninety (90) days have expired from the date the

demand was made unless the shareholder has earlier been notified

that the demand has been rejected by the corporation or unless

irreparable injury to the corporation would result by waiting

for the expiration of the ninety (90) day period.

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17-16-743. Stay of proceedings.

If the corporation commences an inquiry into the allegations

made in the demand or complaint, the court may stay any

derivative proceeding for such period as the court deems

appropriate.

17-16-744. Dismissal.

(a) A derivative proceeding shall be dismissed by the

court on motion by the corporation if one (1) of the groups

specified in subsection (b) or (e) of this section has

determined in good faith after conducting a reasonable inquiry

upon which its conclusions are based that the maintenance of the

derivative proceeding is not in the best interests of the

corporation.

(b) Unless a panel is appointed pursuant to subsection (e)

of this section, the determination in subsection (a) of this

section shall be made by:

(i) A majority vote of qualified directors present at

a meeting of the board of directors if the qualified directors

constitute a quorum; or

(ii) A majority vote of a committee consisting of two

(2) or more qualified directors appointed by majority vote of

qualified directors present at a meeting of the board of

directors, regardless of whether such qualified directors

constitute a quorum.

determination has been made rejecting a demand by a shareholder,

the complaint shall allege with particularity facts establishing

either:

(i) That a majority of the board of directors did not

consist of qualified directors at the time the determination was

made; or

(ii) That the requirements of subsection (a) of this

section have not been met.

(d) If a majority of the board of directors consisted of

qualified directors at the time the determination was made, the

plaintiff shall have the burden of proving that the requirements

of subsection (a) of this section have not been met; if not, the

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corporation shall have the burden of proving that the

requirements of subsection (a) of this section have been met.

(e) Upon motion by the corporation or any interested

party, the court may appoint a panel of one (1) or more

individuals to make a determination whether the maintenance of

the derivative proceeding is in the best interests of the

corporation. In such case, the plaintiff shall have the burden

of proving that the requirements of subsection (a) of this

section have not been met.

17-16-745. Discontinuance or settlement.

A derivative proceeding may not be discontinued or settled

without the court's approval. If the court determines that a

proposed discontinuance or settlement will substantially affect

the interests of the corporation's shareholders or a class of

shareholders, the court shall direct that notice be given to the

shareholders affected.

17-16-746. Payment of expenses.

(a) On termination of the derivative proceeding the court

may:

(i) Order the corporation to pay the plaintiff's

reasonable expenses, including counsel fees, incurred in the

proceeding if it finds that the proceeding resulted in a

substantial benefit to the corporation;

(ii) Order the plaintiff to pay any defendant's

reasonable expenses, including counsel fees, incurred in

defending the proceeding if it finds that the proceeding was

commenced or maintained without reasonable cause or for an

improper purpose; or

(iii) Order a party to pay an opposing party's

reasonable expenses, including counsel fees, incurred because of

the filing of a pleading, motion or other paper, if it finds

that the pleading, motion or other paper was not well grounded

in fact, after reasonable inquiry, or warranted by existing law

or a good faith argument for the extension, modification or

reversal of existing law and was interposed for an improper

purpose, such as to harass or to cause unnecessary delay or

needless increase in the cost of litigation.

17-16-747. Applicability to foreign corporations.

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In any derivative proceeding in the right of a foreign

corporation, the matters covered by this subarticle shall be

governed by the laws of the jurisdiction of incorporation of the

foreign corporation except for W.S. 17-16-743, 17-16-745 and 17-

16-746.

17-16-748. Shareholder action to appoint custodian

or receiver.

(a) The district court may appoint one (1) or more persons

to be custodians, or, if the corporation is insolvent, to be

receivers, of and for a corporation in a proceeding by a

shareholder where it is established that:

(i) The directors are deadlocked in the management of

the corporate affairs, the shareholders are unable to break the

deadlock, and irreparable injury to the corporation is

threatened or being suffered; or

(ii) The directors or those in control of the

corporation are acting fraudulently and irreparable injury to

the corporation is threatened or being suffered.

(b) The court:

(i) May issue injunctions, appoint a temporary

custodian or temporary receiver with all the powers and duties

the court directs, take other action to preserve the corporate

assets wherever located, and carry on the business of the

corporation until a full hearing is held;

(ii) Shall hold a full hearing, after notifying all

parties to the proceeding and any interested persons designated

by the court, before appointing a custodian or receiver; and

(iii) Has jurisdiction over the corporation and all

of its property, wherever located.

foreign corporation authorized to transact business in this

state as a custodian or receiver and may require the custodian

or receiver to post bond, with or without sureties, in an amount

the court directs.

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(d) The court shall describe the powers and duties of the

custodian or receiver in its appointing order, which may be

amended from time to time. Among other powers:

(i) A custodian may exercise all of the powers of the

corporation, through or in place of its board of directors, to

the extent necessary to manage the business and affairs of the

corporation; and

(ii) A receiver:

(A) May dispose of all or any part of the assets

of the corporation wherever located, at a public or private

sale, if authorized by the court; and

(B) May sue and defend in the receiver's own

name as receiver in all courts of this state.

(e) The court during a custodianship may redesignate the

custodian a receiver, and during a receivership may redesignate

the receiver a custodian, if doing so is in the best interests

of the corporation.

(f) The court from time to time during the custodianship

or receivership may order compensation paid and expense

disbursements or reimbursements made to the custodian or

receiver from the assets of the corporation or proceeds from the

sale of its assets.

ARTICLE 8 - DIRECTORS AND OFFICERS

17-16-801. Requirement for and functions of board of

directors.

(a) Except as provided in W.S. 17-16-732, each corporation

shall have a board of directors.

(b) All corporate powers shall be exercised by or under

the authority of the board of directors of the corporation, and

the business and affairs of the corporation shall be managed by

or under the direction, and subject to the oversight, of its

board of directors, subject to any limitation set forth in the

articles of incorporation or in an agreement authorized under

W.S. 17-16-732.

oversight responsibilities include attention to:

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(i) Business performance and plans;

(ii) Major risks to which the corporation is or may

be exposed;

(iii) The performance and compensation of the chief

executive officer;

(iv) Policies and practices to foster the

corporation's compliance with law and ethical conduct;

(v) Preparation of the corporation's financial

statements;

(vi) The effectiveness of the corporation's internal

controls;

(vii) Arrangements for providing adequate and timely

information to directors; and

(viii) The composition of the board and its

committees, taking into account the important role of

independent directors.

17-16-802. Qualifications of directors.

The articles of incorporation or bylaws may prescribe

qualifications for directors. A director need not be a resident

of this state or a shareholder of the corporation unless the

articles of incorporation or bylaws so prescribe.

17-16-803. Number and election of directors.

(a) A board of directors shall consist of one (1) or more

individuals, with the number specified in or fixed in accordance

with the articles of incorporation or bylaws.

(b) The number of directors may be increased or decreased

from time to time by amendment to, or in the manner provided in,

the articles of incorporation or the bylaws.

shareholders' meeting and at each annual meeting thereafter

unless their terms are staggered under W.S. 17-16-806.

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(d) The articles of incorporation or bylaws may establish

a variable range for the size of the board of directors by

fixing a minimum and maximum number of directors. If a variable

range is established, the number of directors may be fixed or

changed from time to time within the minimum and maximum, by the

shareholders or the board of directors. After shares are issued,

only the shareholders may change the range for the size of the

board or change from a fixed to a variable-range size board or

vice versa.

17-16-804. Election of directors by certain classes

of shareholders.

If the articles of incorporation authorize dividing the shares

into classes, the articles may also authorize the election of

all or a specified number of directors by the holders of one (1)

or more authorized classes of shares. A class or classes of

shares entitled to elect one (1) or more directors is a separate

voting group for purposes of the election of directors.

17-16-805. Terms of directors generally.

(a) The terms of the initial directors of a corporation

expire at the first shareholders' meeting at which directors are

elected.

(b) The terms of all other directors expire at the next,

or if their terms are staggered in accordance with W.S. 17-16-

806, at the applicable second or third, annual shareholders'

meeting following their election except to the extent:

(i) Provided in W.S. 17-16-1022 if a bylaw electing

to be governed by that section is in effect; or

(ii) A shorter term is specified in the articles of

incorporation in the event of a director nominee failing to

receive a specified vote for election.

an incumbent director's term.

(d) The term of a director elected to fill a vacancy

expires at the next shareholders' meeting at which directors are

elected.

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

continues to serve until his successor is elected and qualifies

or until there is a decrease in the number of directors.

17-16-806. Staggered terms for directors.

The articles of incorporation may provide for staggering the

terms of directors by dividing the total number of directors

into two (2) or three (3) groups, with each group containing

one-half (1/2) or one-third (1/3) of the total, as near as may

be practicable. In that event, the terms of directors in the

first group expire at the first annual shareholders' meeting

after their election, the terms of the second group expire at

the second annual shareholders' meeting after their election,

and the terms of the third group, if any, expire at the third

annual shareholders' meeting after their election. At each

annual shareholders' meeting held thereafter, directors shall be

chosen for a term of two (2) years or three (3) years, as the

case may be, to succeed those whose terms expire.

17-16-807. Resignation of directors.

(a) A director may resign at any time by written notice or

by electronic transmission delivered to the board of directors,

its chairman, or to the corporation.

(b) A resignation is effective when the resignation is

delivered unless the resignation specifies a later effective

date or an effective date determined upon the happening of an

event or events. A resignation that is conditioned upon failing

to receive a specified vote for election as a director may

provide that it is irrevocable.

17-16-808. Removal of directors by shareholders.

(a) The shareholders may remove one (1) or more directors

with or without cause unless the articles of incorporation

provide that directors may be removed only for cause.

(b) If a director is elected by a voting group of

shareholders, only the shareholders of that voting group may

participate in the vote to remove that director.

be removed if the number of votes sufficient to elect the

director under cumulative voting is voted against his removal.

If cumulative voting is not authorized, a director may be

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

exceeds the number of votes cast not to remove the director.

(d) A director may be removed by the shareholders 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.

17-16-809. Removal of directors by judicial

proceeding.

(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 remove a director of the corporation from

office in a proceeding commenced by or in the right of the

corporation if the court finds that:

(i) The director engaged in fraudulent conduct with

respect to the corporation or its shareholders, grossly abused

the position of director, or intentionally inflicted harm on the

corporation; and

(ii) Considering the director's course of conduct and

the inadequacy of other available remedies, removal would be in

the best interest of the corporation.

(b) A shareholder proceeding on behalf of the corporation

under subsection (a) of this section shall comply with all of

the requirements of W.S. 17-16-740 through 17-16-747 excluding

W.S. 17-16-741(a)(i).

the director from reelection for a period prescribed by the

court.

(d) Nothing in this section limits the equitable powers of

the court to order other relief including, but not limited to,

an award of expenses.

17-16-810. Vacancy on board.

(a) Unless the articles of incorporation provide

otherwise, if a vacancy occurs on a board of directors,

including a vacancy resulting from an increase in the number of

directors:

(i) The shareholders may fill the vacancy;

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(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) If the vacant office was held by a director elected by

a voting group of shareholders, only the holders of shares of

that voting group are entitled to vote to fill the vacancy if it

is filled by the shareholders, and only the directors elected by

that voting group are entitled to fill the vacancy if it is

filled by the directors.

of a resignation effective at a later date under W.S. 17-16-

807(b) or otherwise, may be filled before the vacancy occurs but

the new director may not take office until the vacancy occurs.

17-16-811. Compensation of directors.

Unless the articles of incorporation or bylaws provide

otherwise, the board of directors may fix the compensation of

directors.

17-16-820. Meetings.

(a) The board of directors may hold regular or special

meetings within or outside of this state.

(b) Unless the articles of incorporation or bylaws provide

otherwise, the board of directors 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, including electronic transmission by which all

directors participating may 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.

17-16-821. Action without meeting.

(a) Unless the articles of incorporation 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 the requisite number of members of the

board. The action shall be evidenced by one (1) or more written

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consents describing the action taken, signed by the requisite

number of directors, or shall be sent by electronic transmission

by the requisite number of directors, and shall be included in

the minutes or filed with the corporate records reflecting the

action taken.

(b) Action taken under this section is the act of the

board of directors when one (1) or more consents signed by the

requisite number of directors are delivered to the corporation.

The consent may specify the time at which the action taken

thereunder is to be effective. A director's consent may be

withdrawn by a revocation signed by the director and delivered

to the corporation prior to delivery to the corporation of

unrevoked written consents signed by the requisite number of

directors. If action is taken by less than unanimous written

consent of the directors, the corporation shall give the

nonconsenting or nonvoting directors written notice of the

action not more than ten (10) days after written consents

sufficient to take the action have been delivered to the

corporation. The notice shall reasonably describe the action

taken. The requirement to give the notice shall not delay the

effectiveness of actions taken by the written consent, and a

failure to comply with the notice requirements shall not

invalidate actions taken by written consent, provided that this

subsection shall not be deemed to limit judicial power to

fashion any appropriate remedy in favor of a director adversely

affected by a failure to give the notice within the required

time period.

action taken at a meeting of the board of directors and may be

described as such in any document.

17-16-822. Notice of meeting.

(a) Unless the articles of incorporation or bylaws provide

otherwise, regular meetings of the board of directors may be

held without notice of the date, time, place or purpose of the

meeting.

(b) Unless the articles of incorporation or bylaws provide

for a longer or shorter period, special meetings of the board of

directors shall be preceded by at least two (2) days notice of

the date, time and place of the meeting. The notice need not

describe the purpose of the special meeting unless required by

the articles of incorporation or bylaws.

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17-16-823. Waiver of notice.

(a) A director may waive any notice required by this act,

the articles of incorporation, or bylaws before or after the

date and time stated in the notice. Except as provided by

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 corporate records.

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

meeting waives any required notice to the director of the

meeting unless the director at the beginning of the meeting or

promptly upon his arrival objects to holding the meeting or

transacting business at the meeting and does not thereafter vote

for or assent to action taken at the meeting.

17-16-824. Quorum and voting.

(a) Unless the articles of incorporation or bylaws require

a greater number or unless otherwise specifically provided in

this act, a quorum of a board of directors consists of:

(i) A majority of the fixed number of directors if

the corporation has a fixed board size; or

(ii) A majority of the number of directors

prescribed, or if no number is prescribed the number in office

immediately before the meeting begins, if the corporation has a

variable-range size board.

(b) The articles of incorporation or bylaws may authorize

a quorum of a board of directors to consist of no fewer than

one-third (1/3) of the fixed or prescribed number of directors

determined under subsection (a) of this section.

affirmative vote of a majority of directors present is the act

of the board of directors unless the articles of incorporation

or bylaws require the vote of a greater number of directors.

(d) The right to dissent or abstention is not available to

a director who votes in favor of the action taken. A director

who is present at a meeting of the board of directors or a

committee of the board of directors when corporate action is

taken is deemed to have assented to the action taken unless:

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(i) The director objects at the beginning of the

meeting or promptly upon his arrival to holding the meeting or

transacting business at the meeting;

(ii) The director's dissent or abstention from the

action taken is entered in the minutes of the meeting; or

(iii) The director delivers written notice of his

dissent or abstention to the presiding officer of the meeting

before its adjournment or to the corporation immediately after

adjournment of the meeting.

17-16-825. Committees.

(a) Unless this act, the articles of incorporation or

bylaws provide otherwise, a board of directors may create one

(1) or more committees and appoint one (1) or more members of

the board of directors to serve on any committee.

(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

of incorporation or bylaws to take action under W.S. 17-16-824.

and their members as well.

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

in the articles of incorporation or bylaws, each committee may

exercise the authority of the board of directors under W.S. 17-

16-801.

(e) A committee may not, unless specifically authorized by

the board of directors:

(i) Authorize or approve distributions except

according to a formula or method, or within limits, prescribed

by the board of directors;

(ii) Approve or propose to shareholders action that

this act requires to be approved by shareholders;

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(iii) Fill vacancies on the board of directors or,

subject to subsection (g) of this section, on any of its

committees;

(iv) Adopt, amend or repeal 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. 17-16-

830.

(g) The board of directors may appoint one (1) or more

directors as alternate members of any committee to replace any

absent or disqualified member during the member's absence or

disqualification. Unless the articles of incorporation or the

bylaws or the resolution creating the committee provide

otherwise, in the event of the absence or disqualification of a

member of a committee, the member or members present at any

meeting and not disqualified from voting, unanimously, may

appoint another director to act in place of the absent or

disqualified member.

17-16-830. General standards for directors.

(a) Each member of the board of directors, when

discharging the duties of a director, shall act:

(i) In good faith; and

(ii) In a manner he reasonably believes to be in or

at least not opposed to the best interests of the corporation.

(b) The members of the board of directors or a committee

of the board, when becoming informed in connection with their

decision making function or devoting attention to their

oversight function, shall discharge their duties with the care

that a person in a like position would reasonably believe

appropriate under similar circumstances.

shall disclose, or cause to be disclosed, to the other board or

committee members information not already known by them but

known by the director to be material to the discharge of their

decision making or oversight functions, except that disclosure

is not required to the extent that the director reasonably

believes that doing so would violate a duty imposed under law, a

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legally enforceable obligation of confidentiality or a

professional ethics rule.

(d) In discharging board or committee duties a director

who does not have knowledge that makes reliance unwarranted is

entitled to rely on the performance by any of the persons

specified in paragraph (f)(i) or (iii) of this section to whom

the board may have delegated, formally or informally by course

of conduct, the authority or duty to perform one (1) or more of

the board's functions that are delegable under applicable law.

(e) In discharging board or committee duties a director

who does not have knowledge that makes reliance unwarranted is

entitled to rely on information, opinions, reports or

statements, including financial statements and other financial

data, prepared or presented by any of the persons specified in

subsection (f) of this section.

(f) A director is entitled to rely in accordance with

subsections (d) and (e) of this section on:

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

corporation whom the director reasonably believes to be reliable

and competent in the functions performed or the information,

opinions, reports or statements provided;

(ii) Legal counsel, public accountants or other

persons retained by the corporation as to matters involving

skills or expertise the director reasonably believes are

matters:

(A) Within the person's professional or expert

competence; or

(B) As to which the particular person merits

confidence; or

(iii) A committee of the board of directors of which

he is not a member if the director reasonably believes the

committee merits confidence.

(g) For purposes of subsection (a) of this section, a

director, in determining what he reasonably believes to be in or

not opposed to the best interests of the corporation, shall

consider the interests of the corporation's shareholders and, in

his discretion, may consider any of the following:

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(i) The interests of the corporation's employees,

suppliers, creditors and customers;

(ii) The economy of the state and nation;

(iii) The impact of any action upon the communities

in or near which the corporation's facilities or operations are

located;

(iv) The long-term interests of the corporation and

its shareholders, including the possibility that those interests

may be best served by the continued independence of the

corporation; and

(v) Any other factors relevant to promoting or

preserving public or community interests.

17-16-831. Standards of liability for directors.

(a) A director shall not be liable to the corporation or

its shareholders for any decision to take or not to take action,

or any failure to take any action including abstaining from

voting after full disclosure, as a director, unless the party

asserting liability in a proceeding establishes that:

(i) No defense interposed by the director based on

the following precludes liability:

(A) Any provision in the articles of

incorporation authorized by W.S. 17-16-202(b)(iv); or

(B) The protection afforded by W.S. 17-16-861

for action taken in compliance with W.S. 17-16-862 or 17-16-863;

and

(ii) The challenged conduct consisted or was the

result of:

(A) Action not in good faith; or

(B) A decision:

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(I) Which the director did not reasonably

believe to be in or at least not opposed to the best interests

of the corporation; or

(II) As to which the director was not

informed to an extent the director reasonably believed

appropriate in the circumstances; or

familial, financial or business relationship with, or a lack of

independence due to the director's domination or control by,

another person having a material interest in the challenged

conduct:

(I) Which relationship or which domination

or control could reasonably be expected to have affected the

director's judgment respecting the challenged conduct in a

manner adverse to the corporation; and

(II) After a reasonable expectation to such

effect has been established, the director shall not have

established that the challenged conduct was reasonably believed

by the director to be in or at least not opposed to the best

interests of the corporation; or

(D) A sustained failure of the director to

devote attention to ongoing oversight of the business and

affairs of the corporation, or a failure to devote timely

attention, by making or causing to be made appropriate inquiry,

when particular facts and circumstances of significant concern

materialize that would alert a reasonably attentive director to

the need therefore; or

(E) Receipt of a financial benefit to which the

director was not entitled or any other breach of the director's

duties to deal fairly with the corporation and its shareholders

that is actionable under applicable law.

(b) The party seeking to hold the director liable:

(i) For money damages, shall also have the burden of

establishing that:

(A) Harm to the corporation or its shareholders

has been suffered; and

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(B) The harm suffered was proximately caused by

the director's challenged conduct.

(ii) For other money payment under a legal remedy,

such as compensation for the unauthorized use of corporate

assets, shall also have whatever burden of proof may be called

for to establish that the payment sought is appropriate in the

circumstances; or

(iii) For other money payment under an equitable

remedy, such as profit recovery by or disgorgement to the

corporation, shall also have whatever burden of proof may be

called for to establish that the equitable remedy sought is

appropriate in the circumstances.

(i) In any instance where fairness is at issue, such

as consideration of the fairness of a transaction to the

corporation under W.S. 17-16-861(b)(iii), alter the burden of

proving the fact or lack of fairness otherwise applicable;

(ii) Alter the fact or lack of liability of a

director under another section of this act, such as the

provisions governing the consequences of an unlawful

distribution under W.S. 17-16-833 or a transactional interest

under W.S. 17-16-861; or

(iii) Affect any rights to which the corporation or a

shareholder may be entitled under another statute of this state

or the United States.

17-16-832. Reserved.

17-16-833. Director's liability for unlawful

distributions.

(a) A director who votes for or assents to a distribution

in excess of what may be authorized and made pursuant to W.S.

17-16-640 or 17-16-1409(a) is personally liable to the

corporation for the amount of the distribution that exceeds what

could have been distributed without violating W.S. 17-16-640 or

17-16-1409(a) if the party asserting liability establishes that

when taking the action the director did not comply with W.S. 17-

16-830.

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(b) A director held liable under subsection (a) of this

section for an unlawful distribution is entitled to:

(i) Contribution from every other director who could

be held liable under subsection (a) of this section for the

unlawful distribution; and

(ii) Recoupment from each shareholder of the pro-rata

portion of the amount of the unlawful distribution the

shareholder accepted knowing the distribution was made in

violation of W.S. 17-16-640 or 17-16-1409(a).

(i) The liability of a director under subsection (a)

of this section is barred unless it is commenced within two (2)

years after the date:

(A) On which the effect of the distribution was

measured under W.S. 17-16-640(e) or (g);

(B) As of which the violation of W.S. 17-16-

640(a) occurred as the consequence of disregard of a restriction

in the articles of incorporation; or

shareholders under W.S. 17-16-1409(a) was made.

(ii) Contribution or recoupment under subsection (b)

of this section is barred unless it is commenced within one (1)

year after the liability of the claimant has been finally

adjudicated under subsection (a) of this section.

17-16-840. Required officers.

(a) A corporation has the officers described in its bylaws

or appointed by the board of directors in accordance with the

bylaws.

(b) The board of directors may elect individuals to fill

one (1) or more offices of the corporation. An officer may

appoint one (1) or more officers if authorized by the bylaws or

the board of directors.

one (1) of the officers responsibility for preparing minutes of

the directors' and shareholders' meetings and for maintaining

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and authenticating records of the corporation required to be

kept under W.S. 17-16-1601(a) and (e).

(d) The same individual may simultaneously hold more than

one (1) office in a corporation.

17-16-841. Functions of officers.

Each officer has the authority and shall perform the functions

set forth in the bylaws or, to the extent consistent with the

bylaws, the functions prescribed by the board of directors or by

direction of an officer authorized by the board of directors to

prescribe the functions of other officers.

17-16-842. Standards of conduct for officers.

(a) An officer when performing in such capacity, has the

duty to act:

(i) In good faith;

(ii) With the care that a person in a like position

would reasonably exercise under similar circumstances; and

(iii) In a manner the officer reasonably believes to

be in or at least not opposed to the best interests of the

corporation.

(b) The duty of an officer includes the obligation:

(i) To inform the superior officer to whom, or the

board of directors or the committee thereof to which, the

officer reports of information about the affairs of the

corporation known to the officer, within the scope of the

officer's functions, and known to the officer to be material to

the superior officer, board or committee; and

(ii) To inform the officer's superior officer, or

another appropriate person within the corporation, or the board

of directors, or a committee thereof, of any actual or probable

material violation of law involving the corporation or material

breach of duty to the corporation by an officer, employee or

agent of the corporation, that the officer believes has occurred

or is likely to occur.

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knowledge that makes reliance unwarranted is entitled to rely

on:

(i) The performance of properly delegated

responsibilities by one (1) or more employees of the corporation

whom the officer reasonably believes to be reliable and

competent in performing the responsibilities delegated; or

(ii) Information, opinions, reports or statements,

including financial statements and other financial data,

prepared or presented by one (1) or more employees of the

corporation whom the officer reasonably believes to be reliable

and competent in the matters presented or by legal counsel,

public accountants or other persons retained by the corporation

as to matters involving skills or expertise the officer

reasonably believes are matters:

(A) Within the particular person's professional

or expert competence; or

(B) As to which the particular person merits

confidence.

(d) An officer shall not be liable to the corporation or

its shareholders for any decisions to take or not to take action

as an officer, or any failure to take any action, if he

performed the duties of his office in compliance with this

section. Whether an officer who does not comply with this

section shall have liability shall depend in such instance on

applicable law, including those principles of W.S. 17-16-831

that have relevance.

(e) For purposes of subsection (a) of this section, an

officer, in determining what he reasonably believes to be in or

not opposed to the best interests of the corporation, shall

consider the interests of the corporation's shareholders and, in

his discretion, may consider any of the following:

(i) The interests of the corporation's employees,

suppliers, creditors and customers;

(ii) The economy of the state and nation;

(iii) The impact of any action upon the communities

in or near which the corporation's facilities or operations are

located;

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(iv) The long-term interests of the corporation and

its shareholders, including the possibility that those interests

may be best served by the continued independence of the

corporation; and

(v) Any other factors relevant to promoting or

preserving public or community interests.

17-16-843. 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 delivered unless the notice specifies a later effective time.

If a resignation is made effective at a later time and the board

or appointing officer accepts the future effective time, the

board or appointing officer may fill the pending vacancy before

the effective time if the board or appointing officer provides

that the successor does not take office until the effective

time.

(b) An officer may be removed at any time with or without

cause by:

(i) The board of directors;

(ii) The officer who appointed such officer, unless

the bylaws or the board of directors provide otherwise; or

(iii) Any other officer if authorized by the bylaws

or the board of directors.

officer, including any successor to that officer, who appointed

the officer resigning or being removed.

17-16-844. 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.

17-16-850. Subarticle definitions.

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(a) In this subarticle:

(i) "Corporation" includes any domestic or foreign

predecessor entity of a corporation in a merger;

(ii) "Director" or "officer" means an individual who

is or was a director or officer, respectively, of a corporation

or who, while a director or officer of the corporation, is or

was serving at the corporation's request as a director, officer,

manager, partner, trustee, employee or agent of another entity

or employee benefit plan. A director or officer is considered to

be serving an employee benefit plan at the corporation's request

if the individual's duties to the corporation also impose duties

on, or otherwise involve services by, the individual to the plan

or to participants in or beneficiaries of the plan. "Director"

or "officer" includes, unless the context requires otherwise,

the estate or personal representative of a director or officer;

(iii) "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 incurred with respect to a proceeding.

17-16-851. Permissible indemnification.

(a) Except as otherwise provided in this section, a

corporation may indemnify an individual who is a party to a

proceeding because the individual is a director against

liability incurred in the proceeding if:

(i)(A) The director conducted himself in good

faith; and

(B) He reasonably believed that his conduct was

in or at least not opposed to the corporation's best interests;

and

director had no reasonable cause to believe his conduct was

unlawful; or

(ii) The director engaged in conduct for which

broader indemnification has been made permissible or obligatory

under a provision of the articles of incorporation, as

authorized by W.S. 17-16-202(b)(v).

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(b) A director's conduct with respect to an employee

benefit plan for a purpose the director reasonably believed to

be in the interests of the participants in and beneficiaries of

the plan is conduct that satisfies the requirement of

subparagraph (a)(i)(B) of this section.

settlement, conviction, or upon a plea of nolo contendere or its

equivalent is not, of itself, determinative that the director

did not meet the standard of conduct described in this section.

(d) Unless ordered by a court under W.S. 17-16-854(a)(iii)

a corporation may not indemnify a director under this section:

(i) In connection with a proceeding by or in the

right of the corporation, except for reasonable expenses

incurred in connection with the proceeding if it is determined

that the director has met the standard of conduct under

subsection (a) of this section; or

(ii) In connection with any proceeding with respect

to conduct for which he was adjudged liable on the basis that he

received a financial benefit to which he was not entitled,

whether or not involving action in the director's capacity.

(e) Repealed By Laws 1997, ch. 190, § 3.

17-16-852. Mandatory indemnification.

A corporation shall indemnify a director who was wholly

successful, on the merits or otherwise, in the defense of any

proceeding to which the director was a party because he was a

director of the corporation against reasonable expenses incurred

by the director in connection with the proceeding.

17-16-853. Advance for expenses.

(a) A corporation may, before final disposition of a

proceeding, advance funds to pay for or reimburse the expenses

incurred in connection with the proceeding by an individual who

is a party to a proceeding because that individual is a member

of the board of directors if he delivers to the corporation:

(i) A written affirmation of his good faith belief

that the standard of conduct described in W.S. 17-16-851 has

been met by the director or that the proceeding involves conduct

for which liability has been eliminated under a provision of the

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articles of incorporation as authorized by W.S. 17-16-

202(b)(iv); and

(ii) His written undertaking to repay any funds

advanced if the director is not entitled to mandatory

indemnification under W.S. 17-16-852 and it is ultimately

determined under W.S. 17-16-854 or 17-16-855 that he has not met

the standard of conduct described in W.S. 17-16-851.

(iii) Repealed By Laws 1997, ch. 190, § 3.

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

section shall be an unlimited general obligation of the director

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

the financial ability of the director to make repayment.

(i) By the board of directors:

(A) If there are two (2) or more qualified

directors, by a majority vote of all the qualified directors (a

majority of whom shall for such purpose constitute a quorum) or

by a majority of the members of a committee of two (2) or more

qualified directors appointed by such a vote; or

(B) If there are fewer than two (2) qualified

directors, by the vote necessary for action by the board in

accordance with W.S. 17-16-824(c), in which authorization

directors who are not qualified directors may participate; or

(ii) By the shareholders, but shares owned by or

voted under the control of a director who at the time is not a

qualified director may not be voted on the authorization.

17-16-854. Court-ordered indemnification and advance

for expenses.

(a) A director who is a party to a proceeding because he

is a director may apply for indemnification or an advance for

expenses to the court conducting the proceeding or to another

court of competent jurisdiction. After receipt of an application

and after giving any notice it considers necessary, the court

shall:

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(i) Order indemnification if the court determines

that the director is entitled to mandatory indemnification under

W.S. 17-16-852;

(ii) Order indemnification or advance for expenses if

the court determines that the director is entitled to

indemnification or advance for expenses pursuant to a provision

authorized by W.S. 17-16-858(a); or

(iii) Order indemnification or advance for expenses

if the court determines, in view of all the relevant

circumstances, that it is fair and reasonable:

(A) To indemnify the director; or

(B) To advance expenses to the director, even if

he has not met the standard of conduct set forth in W.S. 17-16-

851(a), failed to comply with W.S. 17-16-853 or was adjudged

liable in a proceeding referred to in W.S. 17-16-851(d)(i) or

(ii), but if the director was adjudged so liable his

indemnification shall be limited to expenses incurred in

connection with the proceeding.

(b) If the court determines that the director is entitled

to indemnification under paragraph (a)(i) of this section or to

indemnification or advance for expenses under paragraph (a)(ii)

of this section, it shall also order the corporation to pay the

director's expenses incurred in connection with obtaining court-

ordered indemnification or advance for expenses. If the court

determines that the director is entitled to indemnification or

advance for expenses under paragraph (a)(iii) of this section,

it may also order the corporation to pay the director's expenses

to obtain court-ordered indemnification or advance for expenses.

17-16-855. Determination and authorization of

indemnification.

(a) A corporation may not indemnify a director under W.S.

17-16-851 unless authorized for a specific proceeding after a

determination has been made that indemnification of the director

is permissible because the director has met the standard of

conduct set forth in W.S. 17-16-851.

(b) The determination shall be made:

(i) If there are two (2) or more qualified directors,

by the board of directors by majority vote of all the qualified

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directors (a majority of whom shall for such purpose constitute

a quorum), or by a majority of the members of a committee of two

(2) or more qualified directors appointed by such a vote;

(ii) By special legal counsel:

(A) Selected in the manner prescribed in

paragraph (i) of this subsection; or

(B) If there are fewer than two (2) qualified

directors, selected by the board of directors (in which

selection directors who are not qualified directors may

participate); or

(iii) By the shareholders, but shares owned by or

voted under the control of a director who at the time is not a

qualified director may not be voted on the determination.

same manner as the determination that indemnification is

permissible, except that if there are fewer than two (2)

qualified directors, authorization of indemnification shall be

made by those entitled under paragraph (b)(ii) of this section

to select special legal counsel.

17-16-856. Indemnification of officers.

(a) A corporation may indemnify and advance expenses under

this subarticle to an officer of the corporation who is a party

to a proceeding because he is an officer of the corporation:

(i) To the same extent as a director; and

(ii) If he is an officer but not a director, to such

further extent as may be provided by the articles of

incorporation, the bylaws, a resolution of the board of

directors or contract, except for:

(A) Liability in connection with a proceeding by

or in the right of the corporation other than for expenses

incurred in connection with the proceeding; or

(B) Liability arising out of conduct that

constitutes:

(I) Receipt by the officer of a financial

benefit to which he is not entitled;

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(II) An intentional infliction of harm on

the corporation or the shareholders; or

(III) An intentional violation of criminal

law.

(iii) A corporation may also indemnify and advance

expenses to a current or former 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.

(b) The provisions of paragraph (a)(ii) of this section

shall apply to an officer who is also a director if the basis on

which he is made a party to the proceeding is an act or omission

solely as an officer.

entitled to mandatory indemnification under W.S. 17-16-852, and

may apply to a court under W.S. 17-16-854 for indemnification or

an advance for expenses, in each case to the same extent to

which a director may be entitled to indemnification or advance

for expenses under those provisions.

17-16-857. Insurance.

A corporation may purchase and maintain insurance on behalf of

an individual who is a director or officer of the corporation,

or who, while a director or officer of the corporation, serves

at the corporation's request as a director, officer, partner,

trustee, employee or agent of another domestic or foreign

corporation, partnership, joint venture, trust, employee benefit

plan, or other entity, against liability asserted against or

incurred by the individual in that capacity or arising from his

status as a director or officer whether or not the corporation

would have power to indemnify or advance expenses to the

individual against the same liability under this subarticle.

17-16-858. Variation by corporate action;

application of subarticle.

(a) A corporation may, by a provision in its articles of

incorporation or bylaws or in a resolution adopted or a contract

approved by its board of directors or shareholders, obligate

itself in advance of the act or omission giving rise to a

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proceeding to provide indemnification in accordance with W.S.

17-16-851 or advance funds to pay for or reimburse expenses in

accordance with W.S. 17-16-853. Any such obligatory provision

shall be deemed to satisfy the requirements for authorization

referred to in W.S. 17-16-853(c) and 17-16-855(c). Any provision

that obligates the corporation to provide indemnification to the

fullest extent permitted by law shall be deemed to obligate the

corporation to advance funds to pay for or reimburse expenses in

accordance with W.S. 17-16-853 to the fullest extent permitted

by law, unless the provision specifically provides otherwise.

(b) Any provision pursuant to subsection (a) of this

section shall not obligate the corporation to indemnify or

advance expenses to a director of a predecessor of the

corporation, pertaining to conduct with respect to the

predecessor, unless otherwise specifically provided. Any

provision for indemnification or advance for expenses in the

articles of incorporation, bylaws, or a resolution of the board

of directors or shareholders of a predecessor of the corporation

in a merger or in a contract to which the predecessor is a

party, existing at the time the merger takes effect, shall be

governed by W.S. 17-16-1107(a)(iv).

incorporation, limit any of the rights to indemnification or

advance for expenses created by or pursuant to this subarticle.

(d) This subarticle does not limit a corporation's power

to pay or reimburse expenses incurred by a director or officer

in connection with his appearance as a witness in a proceeding

at a time when he is not a party.

(e) This subarticle does not limit a corporation's power

to indemnify, advance expenses to or provide or maintain

insurance on behalf of an employee or agent.

17-16-859. Exclusivity of subarticle.

A corporation may provide indemnification or advance expenses to

a director or an officer only as permitted by this subarticle.

17-16-860. Subarticle definitions.

(a) In this subarticle:

(i) "Control", including the term "controlled by",

means:

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(A) Having the power, directly or indirectly, to

elect or remove a majority of the members of the board of

directors or other governing body of an entity, whether through

the ownership of voting shares or interests, by contract or

otherwise; or

(B) Being subject to a majority of the risk of

loss from the entity's activities or entitled to receive a

majority of the entity's residual returns.

(ii) "Director's conflicting interest transaction"

means a transaction effected or proposed to be effected by the

corporation, or by an entity controlled by the corporation:

(A) To which, at the relevant time, the director

is a party; or

(B) Respecting which, at the relevant time, the

director had knowledge and a material financial interest known

to the director; or

director knew that a related person was a party or had a

material financial interest.

(iii) "Fair to the corporation" means, for purposes

of W.S. 17-16-861(b)(iii), that the transaction as a whole was

beneficial to or at least not harmful to the corporation, taking

into appropriate account whether it was:

(A) Fair in terms of the director's dealings

with the corporation; and

(B) Comparable to what might have been

obtainable in an arm's length transaction, given the

consideration paid or received by the corporation.

(iv) "Material financial interest" means a financial

interest in a transaction that would reasonably be expected to

impair the objectivity of the director's judgment when

participating in action on the authorization of the transaction;

(v) "Related person" means:

(A) The director's spouse;

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(B) A child, stepchild, grandchild, parent,

stepparent, grandparent, sibling, stepsibling, half sibling,

aunt, uncle, niece or nephew, or spouse of any thereof, of the

director or of the director's spouse;

director;

(D) An entity, other than the corporation or an

entity controlled by the corporation, controlled by the director

or any person specified above in this paragraph;

(E) A domestic or foreign:

(I) Business or nonprofit corporation,

other than the corporation or an entity controlled by the

corporation, of which the director is a director;

(II) Unincorporated entity of which the

director is a general partner or a member of the governing body;

(III) Individual, trust or estate for whom

or of which the director is a trustee, guardian, personal

representative or like fiduciary; or

(F) A person that is, or an entity that is

controlled by, an employer of the director.

(vi) "Relevant time" means:

(A) The time at which directors' action

respecting the transaction is taken in compliance with W.S. 17-

16-862; or

(B) If the transaction is not brought before the

board of directors of the corporation or its committee for

action under W.S. 17-16-862, at the time the corporation or an

entity controlled by the corporation becomes legally obligated

to consummate the transaction.

(vii) "Required disclosure" means disclosure of:

(A) The existence and nature of the director's

conflicting interest; and

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(B) All facts known to the director respecting

the subject matter of the transaction that a director free of

such conflicting interest would reasonably believe to be

material in deciding whether to proceed with the transaction.

17-16-861. Judicial action.

(a) A transaction effected or proposed to be effected by

the corporation, or by an entity controlled by the corporation,

may not be the subject of equitable relief, or give rise to an

award of damages or other relief against a director of the

corporation, in a proceeding by a shareholder or by or in the

right of the corporation, on the ground that the director has an

interest respecting the transaction, if it is not a director's

conflicting interest transaction.

(b) A director's conflicting interest transaction may not

be the subject of equitable relief, or give rise to an award of

damages or other relief against a director of the corporation,

in a proceeding by a shareholder or by or in the right of the

corporation, on the ground that the director has an interest

respecting the transaction, if:

(i) Directors' action respecting the transaction was

taken in compliance with W.S. 17-16-862 at any time; or

(ii) Shareholders' action respecting the transaction

was taken in compliance with W.S. 17-16-863 at any time; or

(iii) The transaction, judged according to the

circumstances at the relevant time, is established to have been

fair to the corporation.

17-16-862. Directors' action.

(a) Directors' action respecting a director's conflicting

interest transaction is effective for purposes of W.S. 17-16-

861(b)(i) if the transaction has been authorized by the

affirmative vote of a majority, but no fewer than two (2), of

the qualified directors who voted on the transaction, after

required disclosure by the conflicted director of information

not already known by such qualified directors, or after modified

disclosure in compliance with subsection (b) of this section,

provided that:

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(i) The qualified directors have deliberated and

voted outside the presence of and without the participation by

any other director; and

(ii) Where the action has been taken by a committee,

all members of the committee were qualified directors, and

either:

(A) The committee was composed of all the

qualified directors on the board of directors; or

(B) The members of the committee were appointed

by the affirmative vote of a majority of the qualified directors

on the board.

(b) Notwithstanding subsection (a) of this section, when a

transaction is a director's conflicting interest transaction

only because a related person described in W.S. 17-16-

860(a)(v)(E) or (F) is a party to or has a material financial

interest in the transaction, the conflicted director is not

obligated to make required disclosure to the extent that the

director reasonably believes that doing so would violate a duty

imposed under law, a legally enforceable obligation of

confidentiality, or a professional ethics rule, provided that

the conflicted director discloses to the qualified directors

voting on the transaction:

(i) All information required to be disclosed that is

not so violative;

(ii) The existence and nature of the director's

conflicting interest; and

(iii) The nature of the conflicted director's duty

not to disclose the confidential information.

qualified directors on the board of directors, or on the

committee, constitutes a quorum for purposes of action that

complies with this section.

(d) Where directors' action under this section does not

satisfy a quorum or voting requirement applicable to the

authorization of the transaction by reason of the articles of

incorporation, the bylaws or a provision of law, independent

action to satisfy those authorization requirements shall be

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taken by the board of directors or a committee, in which action

directors who are not qualified directors may participate.

17-16-863. Shareholders' action.

(a) Shareholders' action respecting a director's

conflicting interest transaction is effective for purposes of

W.S. 17-16-861(b)(ii) if a majority of the votes cast by the

holders of all qualified shares are in favor of the transaction

after:

(i) Notice to shareholders describing the action to

be taken respecting the transaction;

(ii) Provision to the corporation of the information

referred to in subsection (b) of this section; and

(iii) Communication to the shareholders entitled to

vote on the transaction of the information that is the subject

of required disclosure, or modified disclosure as described in

W.S. 17-16-862(b) if the director's conflicting interest

transaction is of the type described in that subsection, to the

extent the information is not known by them.

(b) A director who has a conflicting interest respecting

the transaction shall, before the shareholders' vote, inform the

secretary or other officer or agent of the corporation

authorized to tabulate votes, in writing, of the number of

shares that the director knows are not qualified shares under

subsection (c) of this section and the identity of the holders

of those shares.

(i) "Holder" means and "held by" refers to shares

held by both a record shareholder, as defined in W.S. 17-16-

1301(a)(vi), and a beneficial shareholder as defined in W.S. 17-

16-1301(a)(i);

(ii) "Qualified shares" means all shares entitled to

be voted with respect to the transaction except for shares that

the secretary or other officer or agent of the corporation

authorized to tabulate votes either knows, or under subsection

(b) of this section is notified, are held by:

(A) A director who has a conflicting interest

respecting the transaction; or

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(B) A related person of the director, excluding

a person described in W.S. 17-16-860(a)(v)(F).

(d) A majority of the votes entitled to be cast by the

holders of all qualified shares constitutes a quorum for

purposes of compliance with this section. Subject to the

provisions of subsection (e) of this section, shareholders'

action that otherwise complies with this section is not affected

by the presence of holders, or by the voting, of shares that are

not qualified shares.

(e) If a shareholders' vote does not comply with

subsection (a) of this section solely because of a director's

failure to comply with subsection (b) of this section, and if

the director establishes that the failure was not intended to

influence and did not in fact determine the outcome of the vote,

the court may give the effect, if any, to the shareholders'

vote, as the court considers appropriate in the circumstances.

(f) Where shareholders' action under this section does not

satisfy a quorum or voting requirement applicable to the

authorization of the transaction by reason of the articles of

incorporation, the bylaws or a provision of law, independent

action to satisfy those authorization requirements must be taken

by the shareholders, in which action shares that are not

qualified shares may participate.

17-16-870. Business opportunities.

(a) A director's taking advantage, directly or indirectly,

of a business opportunity may not be the subject of equitable

relief, or give rise to an award of damages or other relief

against the director, in a proceeding by or in the right of the

corporation on the ground that the opportunity should have first

been offered to the corporation, if before becoming legally

obligated respecting the opportunity the director brings it to

the attention of the corporation and:

(i) Action by qualified directors disclaiming the

corporation's interest in the opportunity is taken in compliance

with the procedures set forth in W.S. 17-16-862, as if the

decision being made concerned a director's conflicting interest

transaction; or

(ii) Shareholders' action disclaiming the

corporation's interest in the opportunity is taken in compliance

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with the procedures set forth in W.S. 17-16-863, as if the

decision being made concerned a director's conflicting interest

transaction, except that, rather than making required disclosure

as defined in W.S. 17-16-860, in each case the director shall

have made prior disclosure to those acting on behalf of the

corporation of all material facts concerning the business

opportunity that are then known to the director.

(b) In any proceeding seeking equitable relief or other

remedies based upon an alleged improper taking advantage of a

business opportunity by a director, the fact that the director

did not employ the procedure described in subsection (a) of this

section before taking advantage of the opportunity shall not

create an inference that the opportunity should have been first

presented to the corporation or alter the burden of proof

otherwise applicable to establish that the director breached a

duty to the corporation in the circumstances.

ARTICLE 9 - RESERVED

ARTICLE 10 - AMENDMENT OF ARTICLES OF INCORPORATION AND

BYLAWS

17-16-1001. Authority to amend.

(a) A corporation may amend its articles of incorporation

at any time to add or change a provision that is required or

permitted in the articles of incorporation as of the effective

date of the amendment or to delete a provision that is not

required to be contained in the articles of incorporation.

(b) A shareholder of the corporation does not have a

vested property right resulting from any provision in the

articles of incorporation, including provisions relating to

management, control, capital structure, dividend entitlement or

purpose, or duration of the corporation.

17-16-1002. Amendment before issuance of shares.

If a corporation has not yet issued shares, its board of

directors, or its incorporators if it has no board of directors,

may adopt one (1) or more amendments to the corporation's

articles of incorporation.

17-16-1003. Amendment by board of directors and

shareholders.

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(a) If a corporation has issued shares, an amendment to

the articles of incorporation shall be adopted in the following

manner:

(i) The proposed amendment shall be adopted by the

board of directors;

(ii) Except as provided in W.S. 17-16-1005, 17-16-

1007 and 17-16-1008, after adopting the proposed amendment the

board of directors shall submit the amendment to the

shareholders for their approval. The board of directors shall

also transmit to the shareholders a recommendation that the

shareholders approve the amendment, unless the board of

directors makes a determination that because of conflict of

interest or other special circumstances it should not make such

a recommendation in which case the board of directors shall

transmit the basis for that determination to the shareholders;

(iii) The board of directors may condition its

submission of the amendment to the shareholders on any basis;

(iv) If the amendment is required to be approved by

the shareholders and the approval is to be given at a meeting,

the corporation shall notify each shareholder, whether or not

entitled to vote, of the shareholders' meeting at which the

amendment is to be submitted for approval. The notice shall

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

meeting is to consider the amendment and shall contain or be

accompanied by a copy of the amendment;

(v) Unless the articles of incorporation, or the

board of directors acting pursuant to paragraph (iii) of this

subsection require a greater vote or a greater number of shares

to be present, approval of the amendment requires the approval

of the shareholders at a meeting at which a quorum exists, and,

if any class or series of shares is entitled to vote as a

separate group on the amendment, except as provided in W.S. 17-

16-1004(c), the approval of each such separate voting group at a

meeting at which a quorum of the voting group exists.

17-16-1004. Voting on amendments by voting groups.

(a) If a corporation has more than one (1) class of shares

outstanding, the holders of the outstanding shares of a class

are entitled to vote as a separate voting group, if shareholder

voting is otherwise required by this act, on a proposed

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amendment to the articles of incorporation if the amendment

would:

(i) Effect an exchange or reclassification of all or

part of the shares of the class into shares of another class;

(ii) Effect an exchange or reclassification, or

create the right of exchange, of all or part of the shares of

another class into shares of the class;

(iii) Change the rights, preferences, or limitations

of all or part of the shares of the class;

(iv) Change the shares of all or part of the class

into a different number of shares of the same class;

(v) Create a new class of shares having rights or

preferences with respect to distributions or to dissolution that

are prior or superior to the shares of the class;

(vi) Increase the rights, preferences, or number of

authorized shares of any class that, after giving effect to the

amendment, have rights or preferences with respect to

distributions or to dissolution that are prior or superior to

the shares of the class;

(vii) Limit or deny any existing preemptive right of

all or part of the shares of the class; or

(viii) Cancel or otherwise affect rights to

distributions that have accumulated but not yet been authorized

on all or part of the shares of the class.

(b) If a proposed amendment would affect a series of a

class of shares in one (1) or more of the ways described in

subsection (a) of this section, the holders of shares of that

series are entitled to vote as a separate voting group on the

proposed amendment.

classes or series of shares to vote as separate voting groups

under this section would affect those two (2) or more classes or

series in the same or a substantially similar way, the holders

of shares of all the classes or series so affected shall vote

together as a single voting group on the proposed amendment,

unless otherwise provided in the articles of incorporation or

required by the board of directors.

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(d) A class or series of shares is entitled to the voting

rights granted by this section although the articles of

incorporation provide that the shares are nonvoting shares.

17-16-1005. Amendment by board of directors.

(a) Unless the articles of incorporation provide

otherwise, a corporation's board of directors may adopt

amendments to the corporation's articles of incorporation

without shareholder approval:

(i) To extend the duration of the corporation if it

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) If the corporation has only one (1) class of

shares outstanding:

(A) To change each issued and unissued

authorized share of the class into a greater number of whole

shares of that class; or

(B) To increase the number of authorized shares

of the class to the extent necessary to permit the issuance of

shares as a share dividend.

(v) 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 for the name;

(vi) To reflect a reduction in authorized shares, as

a result of the operation of W.S. 17-16-631(b), when the

corporation has acquired its own shares and the articles of

incorporation prohibit the reissue of the acquired shares;

(vii) To delete a class of shares from the articles

of incorporation, as a result of the operation of W.S. 17-16-

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631(b), when there are no remaining shares of the class because

the corporation has acquired all shares of the class and the

articles of incorporation prohibit the reissue of the acquired

shares; or

(viii) To make any change expressly permitted by W.S.

17-16-602(a) or (b) to be made without shareholder approval.

17-16-1006. Articles of amendment.

(a) After an amendment to the articles of incorporation

has been adopted and approved in the manner required by this act

and by the articles of incorporation, the corporation shall

deliver to the secretary of state for filing articles of

amendment setting forth:

(i) The name of the corporation;

(ii) The text of each amendment adopted;

(iii) If an amendment provides for an exchange,

reclassification, or cancellation of issued shares, provisions

for implementing the amendment if not contained in the amendment

itself which may be made dependent upon facts objectively

ascertainable outside the articles of amendment;

(iv) The date of each amendment's adoption; and

(v) If an amendment:

(A) Was adopted by the incorporators or board of

directors without shareholder approval, a statement that the

amendment was duly approved by the incorporators or by the board

of directors as the case may be and that shareholder approval

was not required; or

(B) Required approval by the shareholders, a

statement that the amendment was duly approved by the

shareholders in the manner required by this act and by the

articles of incorporation;

(vi) Repealed By Laws 2010, Ch. 82, § 2.

17-16-1007. Restated articles of incorporation.

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(a) A corporation's board of directors may restate its

articles of incorporation at any time with or without

shareholder approval, to consolidate all amendments into a

single document.

(b) If the restated articles include one (1) or more new

amendments requiring shareholder approval, the amendments shall

be adopted and approved as provided in W.S. 17-16-1003.

shall deliver to the secretary of state for filing articles of

restatement setting forth the name of the corporation and the

text of the restated articles of incorporation together with a

certificate which states that the restated articles consolidate

all amendments into a single document and, if a new amendment is

included in the restated articles, which also includes the

statements required under W.S. 17-16-1006.

(d) Duly adopted restated articles of incorporation

supersede the original articles of incorporation and all

amendments to them.

(e) 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 (c) of this section.

17-16-1008. Amendment pursuant to court-ordered

reorganization.

(a) A corporation's articles of incorporation may be

amended without action by the board of directors or shareholders

to carry out a plan of reorganization ordered or decreed by a

court of competent jurisdiction under the authority of a law of

the United States.

(b) The individual or individuals designated by the court

shall deliver to the secretary of state for filing 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;

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(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.

17-16-1009. 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, or the

existing rights of persons other than shareholders 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.

17-16-1020. Amendment by board of directors or

shareholders.

(a) A corporation's shareholders may amend or repeal the

corporation's bylaws.

(b) A corporation's board of directors may amend or repeal

the corporation's bylaws unless:

(i) The articles of incorporation, W.S. 17-16-1021 or

if applicable W.S. 17-16-1022 reserve this power exclusively to

the shareholders in whole or part; or

(ii) The shareholders in amending, repealing or

adopting a bylaw provide expressly that the board of directors

may not amend, repeal or reinstate that bylaw.

17-16-1021. Bylaw increasing quorum or voting

requirement for directors.

(a) A bylaw that increases a quorum or voting requirement

for the board of directors may be amended or repealed:

(i) If originally adopted by the shareholders, only

by the shareholders, unless the bylaw otherwise provides;

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(ii) If adopted by the board of directors, either by

the shareholders or by the board of directors.

(b) A bylaw adopted or amended by the shareholders that

increases a quorum or voting requirement for the board of

directors may provide that it may be amended or repealed only by

a specified vote of either the shareholders or the board of

directors.

of this section to amend or repeal a bylaw that changes the

quorum or voting requirement for the board of directors shall

meet the same quorum requirement and be adopted by the same vote

required to take action under the quorum and voting requirement

then in effect or proposed to be adopted, whichever is greater.

17-16-1022. Bylaw provisions relating to the

election of directors.

(a) Unless the articles of incorporation specifically

prohibit the adoption of a bylaw pursuant to this section, alter

the vote specified in W.S. 17-16-728(a) or provide for

cumulative voting, a public corporation may elect in its bylaws

to be governed in the election of directors as follows:

(i) Each vote entitled to be cast may be voted for or

against up to that number of candidates that is equal to the

number of directors to be elected, or a shareholder may indicate

an abstention, but without cumulating the votes;

(ii) To be elected, a nominee shall have received a

plurality of the votes cast by holders of shares entitled to

vote in the election at a meeting at which a quorum is present,

provided that a nominee who is elected but receives more votes

against than for election shall serve as a director for a term

that shall terminate on the date that is the earlier of ninety

(90) days from the date on which the voting results are

determined pursuant to W.S. 17-16-729(b)(v) or is the date on

which an individual is selected by the board of directors to

fill the office held by such director, which selection shall be

deemed to constitute the filling of a vacancy by the board to

which W.S. 17-16-810 applies. Subject to paragraph (iii) of this

subsection, a nominee who is elected but receives more votes

against than for election shall not serve as a director beyond

the ninety (90) day period referenced above; and

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(iii) The board of directors may select any qualified

individual to fill the office held by a director who received

more votes against than for election.

(b) Subsection (a) of this section does not apply to an

election of directors by a voting group if at the expiration of

the time fixed under a provision requiring advance notification

of director candidates, or absent such a provision, at a time

fixed by the board of directors which is not more than fourteen

(14) days before notice is given of the meeting at which the

election is to occur, there are more candidates for election by

the voting group than the number of directors to be elected, one

(1) or more of whom are properly proposed by shareholders. An

individual shall not be considered a candidate for purposes of

this subsection if the board of directors determines before the

notice of meeting is given that such individual's candidacy does

not create a bona fide election contest.

repealed:

(i) If originally adopted by the shareholders, only

by the shareholders, unless the bylaw otherwise provides; or

(ii) If adopted by the board of directors, by the

board of directors or the shareholders.

ARTICLE 11 - MERGER, SHARE EXCHANGE, CONSOLIDATION AND

CONVERSION

17-16-1101. Reserved.

17-16-1102. Merger.

(a) One (1) or more domestic business corporations may

merge with one (1) or more domestic or foreign business

corporations or eligible entities pursuant to a plan of merger,

or two (2) or more foreign business corporations or domestic or

foreign eligible entities may merge into a new domestic business

corporation to be created in the merger in the manner provided

in this chapter.

(b) A foreign business corporation, or a foreign eligible

entity, may be a party to a merger with a domestic business

corporation, or may be created by the terms of the plan of

merger, only if the merger is permitted by the foreign business

corporation or eligible entity. If Wyoming law does not

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otherwise provide procedures for the approval of a merger, a

plan of merger may be adopted and approved, the merger

effectuated, and appraisal rights exercised in accordance with

the procedures in this article and article 13 of this chapter.

For the purposes of applying this article and article 13 of this

chapter:

(i) The eligible entity, its members or interest

holders, eligible interests and organic documents taken together

shall be deemed to be a domestic business corporation,

shareholders, shares and articles of incorporation, respectively

and vice versa as the context may require; and

(ii) If the business and affairs of the eligible

entity are managed by a group of persons that is not identical

to the members or interest holders, that group shall be deemed

to be the board of directors.

(i) The name of each domestic or foreign business

corporation or eligible entity that will merge and the name of

the domestic or foreign business corporation or eligible entity

that will be the survivor of the merger;

(ii) The terms and conditions of the merger;

(iii) The manner and basis of the disposition, if

any, of the shares of each domestic or foreign business

corporation and eligible interests of each domestic or foreign

eligible entity;

(iv) The articles of incorporation of any domestic or

foreign business or nonprofit corporation, or the organic

documents of any domestic or foreign unincorporated entity, to

be created by the merger, or if a new domestic or foreign

business or nonprofit corporation or unincorporated entity is

not to be created by the merger, any amendments to the

survivor's articles of incorporation or organic documents; and

(v) Any other provisions required by the laws under

which any party to the merger is organized or by which it is

governed, or by the articles of incorporation or organic

document of any party to the merger.

(d) The terms of the plan of merger may be made dependent

on facts objectively ascertainable outside the plan.

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(e) The plan of merger may also include a provision that

the plan may be amended prior to filing articles of merger, but

if the shareholders of a domestic corporation that is a party to

the merger are required or permitted to vote on the plan, the

plan must provide that subsequent to approval of the plan by the

shareholders the plan may not be amended to change:

(i) The disposition of shares or other securities,

eligible interests, obligations, rights to acquire shares, other

securities or eligible interests, cash, or other property, if

any, to be received under the plan by the shareholders of or

owners of eligible interests in any party to the merger;

(ii) The articles of incorporation of any

corporation, or the organic documents of any unincorporated

entity, that will survive or be created as a result of the

merger, except for changes permitted by W.S. 17-16-1005 or by

comparable provisions of the organic laws of any such foreign

corporation or domestic or foreign unincorporated entity; or

(iii) Any of the other terms or conditions of the

plan if the change would adversely affect such shareholders in

any material respect.

(f) Property held in trust or for charitable purposes

under the laws of this state by a domestic or foreign eligible

entity shall not be diverted by a merger from the objects for

which it was donated, granted or devised, unless and until the

eligible entity obtains an order of the district court

specifying the disposition of the property to the extent

required by and pursuant to the laws of this state.

17-16-1103. Share exchange.

(a) Through a share exchange:

(i) A domestic corporation may acquire all of the

shares of one (1) or more classes or series of shares of another

domestic or foreign corporation, or all of the interests of one

(1) or more classes or series of interests of a domestic or

foreign other entity, in exchange for shares or other

securities, interests, obligations, rights to acquire shares or

other securities, cash, other property, or any combination of

the foregoing, pursuant to a plan of share exchange; or

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(ii) All of the shares of one (1) or more classes or

series of shares of a domestic corporation may be acquired by

another domestic or foreign corporation or other entity, in

exchange for shares or other securities, interests, obligations,

rights to acquire shares or other securities, cash, other

property, or any combination of the foregoing, pursuant to a

plan of share exchange.

(b) A foreign corporation or eligible entity, may be a

party to a share exchange only if the share exchange is

permitted by the organic law under which the corporation or

other entity is organized or by which it is governed. If Wyoming

law does not otherwise provide procedures for the approval of a

share exchange, a plan of share exchange may be adopted and

approved, and the share exchange effectuated, in accordance with

the procedures, if any, for a merger. If Wyoming law does not

otherwise provide procedures for the approval of either a share

exchange or a merger, a plan of share exchange may be adopted

and approved, the share exchange effectuated, and appraisal

rights exercised, in accordance with the procedures in this

article and article 13 of this chapter. For the purposes of

applying this article and article 13 of this chapter:

(i) The other entity, its interest holders, interests

and organic documents taken together shall be deemed to be a

domestic business corporation, shareholders, shares and articles

of incorporation, respectively and vice versa as the context may

require; and

(ii) If the business and affairs of the other entity

are managed by a group of persons that is not identical to the

interest holders, that group shall be deemed to be the board of

directors.

(i) The name of each corporation or other entity

whose shares or interests will be acquired and the name of the

corporation or other entity that will acquire those shares or

interests;

(ii) The terms and conditions of the share exchange;

(iii) The manner and basis of exchanging the shares

of a corporation or interests in any other entity whose shares

or interests will be acquired under the share exchange into

shares or other securities, interests, obligations, rights to

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acquire shares, other securities or interests, cash, other

property or any combination of the foregoing; and

(iv) Any other provisions required by the laws under

which any party to the share exchange is organized or by the

articles of incorporation or organic document of any party to

the share exchange.

(d) Terms of a plan of share exchange may be made

dependent on facts objectively ascertainable outside the plan.

(e) The plan of share exchange may also include a

provision that the plan may be amended prior to filing articles

of share exchange, but if the shareholders of a domestic

corporation that is a party to the share exchange are required

or permitted to vote on the plan, the plan shall provide that

subsequent to approval of the plan by the shareholders the plan

may not be amended to change:

(i) The amount or kind of shares or other securities,

interests, obligations, rights to acquire shares, other

securities or interests, cash, or other property to be issued by

the corporation or to be received under the plan by the

shareholders of or owners of interests in any party to the share

exchange; or

(ii) Any of the other terms or conditions of the plan

if the change would adversely affect the shareholders of the

domestic corporation in any material respect.

(f) This section does not limit the power of a domestic

corporation to acquire shares of another corporation or

interests in another entity in a transaction other than a share

exchange.

17-16-1104. Action on plan of merger or share

exchange.

(a) In the case of a domestic corporation that is a party

to a merger or share exchange, the plan of merger or share

exchange shall be adopted by the board of directors. After

adopting a plan of merger or share exchange, the board of

directors except as provided in subsection (g) of this section

and W.S. 17-16-1105, shall submit the plan to the shareholders

for their approval. The board of directors shall also transmit

to the shareholders a recommendation that the shareholders

approve the plan, unless the board of directors makes a

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determination that because of conflicts of interest or other

special circumstances it should not make such a recommendation,

in which case the board of directors shall transmit to the

shareholders the basis for that determination.

(b) Reserved.

the proposed merger or share exchange to the shareholders on any

basis.

(d) If the plan of merger or share exchange is required to

be approved by the shareholders and if the approval is to be

given at a meeting, the corporation shall notify each

shareholder, whether or not entitled to vote, of the

shareholders' meeting at which the plan is to be submitted for

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

the purposes, of the meeting is to consider the plan and contain

or be accompanied by a copy or summary of the plan. If the

corporation is to be merged into an existing corporation or

other entity, the notice shall also include or be accompanied by

a copy or summary of the articles of incorporation or

organizational documents of that corporation or other entity. If

the corporation is to be merged into a corporation or other

entity that is to be created pursuant to the merger, the notice

shall include or be accompanied by a copy or a summary of the

articles of incorporation or organizational documents of the new

corporation or other entity.

(e) Unless the articles of incorporation or the board of

directors acting pursuant to subsection (c) of this section

require a greater vote or a greater number of votes to be

present, approval of the plan of merger or share exchange

requires the approval of the shareholders at a meeting at which

a quorum exists, and, if any class or series of shares is

entitled to vote as a separate group on the plan of merger or

share exchange, the approval of each such separate voting group

at a meeting at which a quorum of the voting group is present.

(f) Separate voting by voting groups is required:

(i) On a plan of merger by each class or series of

shares that:

(A) Are to be converted under the plan of merger

into other securities, interests, obligations, rights to acquire

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shares, other securities or interests, cash, other property, or

any combination of the foregoing; or

(B) Would be entitled to vote as a separate

group on a provision in the plan that, if contained in a

proposed amendment to articles of incorporation, would require

action by separate voting groups under W.S. 17-16-1004;

(ii) On a plan of share exchange by each class or

series of shares included in the exchange, with each class or

series constituting a separate voting group; and

(iii) On a plan of merger or share exchange, if the

voting group is entitled under the articles of incorporation to

vote as a voting group to approve a plan of merger or share

exchange.

(g) Unless the articles of incorporation otherwise

provide, approval by the corporation's shareholders of a plan of

merger or share exchange is not required if:

(i) The corporation will survive the merger or is the

acquiring corporation in a share exchange;

(ii) Except for amendments permitted by W.S. 17-16-

1005, its articles of incorporation will not be changed;

(iii) Each shareholder of the corporation whose

shares were outstanding immediately before the effective date of

the merger or share exchange will hold the same number of

shares, with identical preferences, limitations, and relative

rights, immediately after the effective date of change; and

(iv) The issuance in the merger or share exchange of

shares or other securities convertible into or rights

exercisable for shares does not require a vote under W.S. 17-16-

621(f).

(h) If as a result of a merger or share exchange one (1)

or more shareholders of a domestic corporation would become

subject to owner liability for the debts, obligations or

liabilities of any other person or entity, approval of the plan

of merger or share exchange shall require the execution, by each

shareholder of the domestic corporation, of a separate written

consent to become subject to owner liability.

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(j) After a merger or share exchange is authorized, and at

any time before articles of merger or share exchange are filed,

the planned merger or share exchange may be abandoned, subject

to any contractual rights, without further shareholder action,

in accordance with the procedure set forth in the plan of merger

or share exchange or, if none is set forth, in the manner

determined by the board of directors.

17-16-1105. Merger between parent and subsidiary or

between subsidiaries.

(a) A domestic parent corporation that owns shares of a

domestic or foreign subsidiary corporation that carry at least

eighty percent (80%) of the voting power of each class and

series of the outstanding shares of a subsidiary that have

voting power may merge the subsidiary into itself or into

another such subsidiary, or merge itself into the subsidiary,

without approval of the board of directors or shareholders of

the subsidiary, unless the articles of incorporation of any of

the corporations otherwise provide, and unless, in the case of a

foreign subsidiary, approval by the subsidiary's board of

directors or shareholders is required by the laws under which

the subsidiary is organized.

(b) If under subsection (a) of this section approval of a

merger by the subsidiary's shareholders is not required, the

parent corporation shall, within ten (10) days after the

effective date of the merger, notify each of the subsidiary's

shareholders that the merger has become effective.

section, a merger between a parent and a subsidiary shall be

governed by the provisions of this article applicable to mergers

generally.

17-16-1106. Articles of merger or share exchange.

(a) After a plan of merger or share exchange has been

adopted and approved as required by this act, articles of merger

or share exchange shall be executed on behalf of the surviving

or acquiring corporation by any officer or other duly authorized

representative. The articles shall set forth:

(i) The names of the parties to the merger or share

exchange;

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(ii) If the articles of incorporation of the survivor

of a merger are amended, or if a new corporation is created as a

result of a merger, the amendments to the survivor's articles of

incorporation or the articles of incorporation of the new

corporation;

(iii) If the plan of merger or share exchange

required approval by the shareholders of a domestic corporation

that was a party to the merger or share exchange, a statement

that the plan was duly approved by the shareholders and, if

voting by any separate voting group was required, by each such

separate voting group, in the manner required by this act and

the articles of incorporation;

(iv) If the plan of merger or share exchange did not

require approval by the shareholders of a domestic corporation

that was a party to the merger or share exchange, a statement to

that effect; and

(v) As to each foreign corporation or eligible entity

that was a party to the merger or share exchange, a statement

that the participation of the foreign corporation or eligible

entity was duly authorized as required by the organic law of the

corporation or eligible entity.

(b) Articles of merger or share exchange shall be

delivered to the secretary of state for filing by the survivor

of the merger or the acquiring corporation in a share exchange,

and shall take effect upon the effective time provided in W.S.

17-16-123. Articles of merger or share exchange filed under this

section may be combined with any filing required under any other

provision of Wyoming law if the combined filing satisfies the

requirements of both this section and any other provision of

Wyoming law.

17-16-1107. Effect of merger or share exchange.

(a) When a merger becomes effective:

(i) The corporation or eligible entity that is

designated in the plan of merger as the survivor continues or

comes into existence, as the case may be and the separate

existence of every corporation or eligible entity that is merged

into the survivor ceases;

(ii) Reserved;

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(iii) All property owned by, and every contract right

possessed by, each corporation or eligible entity that merges

into the survivor is vested in the survivor without reversion or

impairment;

(iv) All liabilities of each corporation or eligible

entity that is merged into the survivor are vested in the

survivor;

(v) The name of the survivor may, but need not be,

substituted in any pending proceeding for the name of any party

to the merger whose separate existence ceased in the merger;

(vi) The articles of incorporation or organic

documents of the survivor are amended to the extent provided in

the plan of merger;

(vii) The shares of each corporation that is a party

to the merger, and the interests in an eligible entity that is a

party to a merger, that are to be converted under the plan of

merger into shares, eligible interests, obligations, rights to

acquire securities, other securities, or eligible interests,

cash, other property, or any combination of the foregoing, are

converted, and the former holders of the shares or eligible

interests are entitled only to the rights provided in the plan

of merger or to any rights they may have under article 13 of

this chapter or the organic law of the eligible entity; and

(viii) The articles of incorporation or organic

documents of a survivor that is created by the merger become

effective.

(b) When a share exchange becomes effective, the shares of

each domestic corporation that are to be exchanged for shares or

other securities, interests, obligations, rights to acquire

shares or other securities, cash, other property, or any

combination of the foregoing, are entitled only to the rights

provided to them in the plan of share exchange or to any rights

they may have under article 13 of this chapter.

some or all of the debts, obligations or liabilities of any

entity as a result of a merger or share exchange shall have

owner liability only to the extent provided in the organic law

of the entity and only for those debts, obligations and

liabilities that arise after the effective time of the articles

of merger or share exchange.

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(d) Upon a merger becoming effective, a foreign

corporation, or a foreign eligible entity, that is the survivor

of the merger is deemed to:

(i) Appoint the secretary of state as its agent for

service of process in a proceeding to enforce the rights of

shareholders of each domestic corporation that is a party to the

merger who exercise appraisal rights; and

(ii) Agree that it will promptly pay the amount, if

any, to which such shareholders are entitled under article 13.

(e) The effect of a merger or share exchange on the owner

liability of a person who had owner liability for some or all of

the debts, obligations or liabilities of a party to the merger

or share exchange shall be as follows:

(i) The merger or share exchange does not discharge

any owner liability under the organic law of the entity in which

the person was a shareholder or interest holder to the extent

any owner liability arose before the effective time of the

articles of merger or share exchange;

(ii) The person shall not have owner liability under

the organic law of the entity in which the person was a

shareholder or interest holder prior to the merger or share

exchange for any debt, obligation or liability that arises after

the effective time of the articles of merger or share exchange;

(iii) The provisions of the organic law of any entity

for which the person had owner liability before the merger or

share exchange shall continue to apply to the collection or

discharge of any owner liability preserved by paragraph (i) of

this subsection, as if the merger or share exchange had not

occurred;

(iv) The person shall have whatever rights of

contribution from other persons are provided by the organic law

of the entity for which the person had owner liability with

respect to any owner liability preserved by paragraph (i) of

this subsection, as if the merger or share exchange had not

occurred.

17-16-1108. Abandonment of a merger or share

exchange.

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(a) Unless otherwise provided in a plan of merger or share

exchange or in the laws under which a foreign business

corporation or a domestic or foreign eligible entity that is a

party to a merger or a share exchange is organized or by which

it is governed, after the plan has been adopted and approved as

required by this chapter, and at any time before the merger or

share exchange has become effective, it may be abandoned by a

domestic business corporation that is a party thereto without

action by its shareholders in accordance with any procedures set

forth in the plan of merger or share exchange or, if no such

procedures are set forth in the plan, in the manner determined

by the board of directors, subject to any contractual rights of

other parties to the merger or share exchange.

(b) If a merger or share exchange is abandoned under

subsection (a) of this section after articles of merger or share

exchange have been filed with the secretary of state but before

the merger or share exchange has become effective, a statement

that the merger or share exchange has been abandoned in

accordance with this section, executed on behalf of a party to

the merger or share exchange by an officer or other duly

authorized representative, shall be delivered to the secretary

of state for filing prior to the effective date of the merger or

share exchange. Upon filing, the statement shall take effect and

the merger or share exchange shall be deemed abandoned and shall

not become effective.

17-16-1110. Consolidation.

(a) Any two (2) or more domestic corporations may

consolidate into a new corporation pursuant to a plan of

consolidation approved in the manner provided in this act.

(b) The board of directors of each corporation shall, by a

resolution adopted by each board, approve a plan of

consolidation setting forth:

(i) The names of the corporations proposing to

consolidate, and the name of the new corporation into which they

proposed to consolidate, which is hereinafter designated as the

new corporation;

(ii) The terms and conditions of the proposed

consolidation;

(iii) The manner and basis of converting the shares

of each corporation into shares or other securities or

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obligations of the new corporation or of any other corporation

or, in whole or in part, into cash or other property;

(iv) With respect to the new corporation, all of the

statements required to be set forth in articles of incorporation

for corporations organized under this act; and

(v) Such other provisions with respect to the

proposed consolidation as are deemed necessary or desirable.

17-16-1111. Approval by shareholders; abandonment of

plan.

(a) The board of directors of each corporation, upon

approving the plan of consolidation, shall, by resolution,

direct that the plan be submitted to a vote at a meeting of

shareholders, which may be either an annual or a special

meeting. Written or printed notice shall be given to each

shareholder of record whether or not entitled to vote at the

meeting, not less than twenty (20) days before the meeting, in

the manner provided in this act for the giving of notice of

meetings of shareholders, and shall state that the purpose or

one (1) of the purposes of the meeting is to consider the

proposed plan of consolidation, whether the meeting be an annual

or a special meeting. A copy of a summary of the plan of

consolidation shall be included in or enclosed with the notice.

(b) At the shareholder's meeting for each corporation, a

vote of the shareholders shall be taken on the proposed plan.

The plan shall be approved upon receiving the affirmative vote

of the holders of at least a majority of the shares entitled to

vote. However, if any class of shares of each corporation is

entitled to vote as a class, the plan shall be approved upon

receiving the affirmative vote of the holders of at least a

majority of the shares of each class of shares entitled to vote

as a class. Any class of shares of each corporation shall be

entitled to vote as a class if the plan contains any provision

which, if contained in a proposed amendment to articles of

incorporation, would entitle the class of shares to vote as a

class.

corporation, and at any time prior to the filing of the articles

of consolidation, the consolidation may be abandoned pursuant to

provisions of the articles of consolidation, if any, set forth

in the plan.

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17-16-1112. Articles of consolidation.

(a) Upon approval, articles of consolidation shall be

delivered to the secretary of state for filing. The articles of

consolidation shall set forth:

(i) The plan of consolidation;

(ii) As to each corporation the shareholders of which

were required to vote on the plan, the number of shares

outstanding, and, if the shares of any class are entitled to

vote as a class, the designation and number of outstanding

shares of each class;

(iii) As to each corporation the shareholders of

which were required to vote on the plan, the number of shares

voted for and against the plan, respectively, and, if the shares

of any class are entitled to vote as a class, the number of

shares of each class voted for and against the plan

respectively.

17-16-1113. Effect of consolidation.

(a) A consolidation becomes effective upon filing by the

secretary of state, or on a later date, not more than thirty

(30) days subsequent to filing the plan with the secretary of

state, as shall be provided in the plan.

(b) When a consolidation takes effect:

(i) The several corporations party to the plan of

consolidation are a single corporation, which is the new

corporation provided for in the plan of consolidation;

(ii) The separate existence of all corporations party

to the plan of consolidation except the new corporation ceases;

(iii) The new corporation has all the rights,

privileges, immunities and powers and is subject to all the

duties and liabilities of a corporation organized under this

act;

(iv) The new corporation has all the rights,

privileges, immunities and franchises, public or private, of

each corporation party to the plan of consolidation. The title

to all real estate and other property owned by each corporation

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party to the plan of consolidation is vested in the new

corporation without reversion or impairment;

(v) The new corporation has all the liabilities and

obligations of each corporation party to the plan of

consolidation. Any claim existing or proceeding pending by or

against any corporation party to the plan of consolidation may

be continued as if the consolidation did not occur or the new

corporation may be substituted for the corporation whose

existence ceased. Neither the rights of creditors nor any liens

upon the property of any corporation party to the plan of

consolidation shall be impaired by the consolidation;

(vi) The statements set forth in the articles of

consolidation and which are required or permitted to be set

forth in the articles of incorporation of corporations organized

under this act shall be deemed to be the original articles of

incorporation of the new corporation;

(vii) The shares of each corporation party to the

plan of consolidation that are to be converted into shares,

obligations or other securities of the new corporation or into

cash or other property are converted, and the former holders of

the shares are entitled only to the rights provided in the plan

of consolidation or to their rights under article 13 of this

act.

17-16-1114. Consolidation of domestic and foreign

corporations.

(a) One (1) or more foreign corporations and one (1) or

more domestic corporations may be consolidated in the following

manner, if the consolidation is permitted by the laws of the

state under which each foreign corporation is organized:

(i) Each domestic corporation shall comply with the

provisions of this act with respect to the consolidation of

domestic corporations and each foreign corporation shall comply

with the applicable provisions of the laws of the state under

which it is organized;

(ii) If the new corporation in a consolidation is to

be governed by the laws of any state other than Wyoming, it

shall comply with the provisions of this act with respect to

foreign corporations if it is to transact business in Wyoming,

and in every case it shall file with the secretary of state of

Wyoming:

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(A) An agreement that it may be served with

process in Wyoming in any proceeding for the enforcement of any

obligation of any domestic corporation which is a party to such

consolidation and in any proceeding for the enforcement of the

rights of a dissenting shareholder of any such domestic

corporation against the new corporation;

(B) An irrevocable appointment of the secretary

of state of Wyoming as its agent to accept service of process in

any such proceeding; and

the dissenting shareholders of any such domestic corporation the

amount, if any, to which they shall be entitled under the

provisions of this act with respect to the rights of dissenting

shareholders.

17-16-1115. Conversion of corporation to limited

liability company.

(a) A domestic corporation may be converted to a domestic

limited liability company pursuant to chapter 26 of this title.

(b) A foreign corporation may be converted to a domestic

limited liability company pursuant to chapter 26 of this title.

(d) After the conversion is approved by the shareholders,

the limited liability company shall file articles of

organization which satisfy the requirements of W.S. 17-29-201

and include:

(i) A statement that the corporation was converted to

a limited liability company;

(ii) Its former name;

(iii) The state of formation and the date of

organization; and

(iv) A statement of the number of votes cast by the

shareholders for and against conversion and if the vote is less

than unanimous, the number or percentage required to approve the

conversion under the articles of incorporation or bylaws.

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(e) The conversion takes effect when the articles of

organization are filed or at any later date specified in the

articles.

17-16-1116. Effect of conversion.

(a) Upon conversion:

(i) All property owned by the corporation remains in

the limited liability company;

(ii) All obligations of the converting corporation

continue as obligations of the resulting limited liability

company; and

(iii) An action or proceeding pending against the

converting corporation may be continued as if the conversion had

not occurred.

ARTICLE 12 - SALE OF ASSETS

17-16-1201. Disposition of assets not requiring

shareholder approval.

(a) No approval of the shareholders of a corporation is

required unless the articles of incorporation otherwise provide:

(i) To sell, lease, exchange, or otherwise dispose of

any or all of the corporation's assets in the usual and regular

course of business;

(ii) To mortgage, pledge, dedicate to the repayment

of indebtedness, whether with or without recourse, or otherwise

encumber any or all of the corporation's assets whether or not

in the usual and regular course of business; or

(iii) To transfer any or all of the corporation's

assets to one (1) or more corporations or other entities all of

the shares or interests of which are owned by the corporation;

(iv) To distribute assets pro rata to the holders of

one (1) or more classes or series of the corporation's shares.

(b) Repealed by Laws 2009, Ch. 115, § 3.

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17-16-1202. Shareholder approval of certain

dispositions.

(a) A sale, lease, exchange, or other disposition of

assets, other than a disposition described in W.S. 17-16-1201,

requires approval of the corporation's shareholders if the

disposition would leave the corporation without a significant

continuing business activity. If a significant business activity

of the corporation prior to any such disposition of assets was

the active or passive holding, maintenance or management of

investments, then such holding, maintenance or management of

investments shall be considered a significant continuing

business activity. If a corporation retains a business activity

that represented at least twenty-five percent (25%) of total

assets at the end of the most recently completed fiscal year,

and twenty-five percent (25%) of either income from continuing

operations before taxes or revenues from continuing operations

for that fiscal year, in each case of the corporation and its

subsidiaries on a consolidated basis, the corporation will

conclusively be deemed to have retained a significant continuing

business activity.

(b) A disposition that requires approval of the

shareholders under subsection (a) of this section shall be

initiated by a resolution by the board of directors authorizing

the disposition. After adoption of such a resolution, the board

of directors shall submit the proposed disposition to the

shareholders for their approval. The board of directors shall

also transmit to the shareholders a recommendation that the

shareholders approve the proposed disposition, unless the board

of directors makes a determination that because of conflicts of

interest or other special circumstances it should not make such

a recommendation, in which case the board of directors shall

transmit to the shareholders the basis for that determination.

a disposition to the shareholders under subsection (b) of this

section on any basis.

(d) If a disposition is required to be approved by the

shareholders under subsection (a) of this section and if the

approval is to be given at a meeting, the corporation shall

notify each shareholder, whether or not entitled to vote, of the

meeting of shareholders at which the disposition is to be

submitted for approval. The notice shall state that the purpose,

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

disposition and shall contain a description of the disposition,

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including the terms and conditions thereof and the consideration

to be received by the corporation.

(e) Unless the articles of incorporation or the board of

directors, acting pursuant to subsection (c) of this section,

require a greater vote or a greater number of votes to be

present, the approval of a disposition by the shareholders shall

require the approval of the shareholders at a meeting at which a

quorum exists.

(f) After a disposition has been approved by the

shareholders under subsection (b) of this section and at any

time before the disposition has been consummated, it may be

abandoned by the corporation without action by the shareholders,

subject to any contractual rights of other parties to the

disposition.

(g) A disposition of assets in the course of dissolution

under article 14 is not governed by this section.

(h) For purposes of this section, the ownership interests

of a parent corporation in its subsidiaries, whether owned

directly by the parent corporation or indirectly through other

subsidiaries shall be valued at the net asset values of such

subsidiaries, without application of any discount to the

valuation of such ownership interests because of a lack of

marketability or otherwise.

ARTICLE 13 - APPRAISAL RIGHTS

17-16-1301. Definitions.

(a) As used in this article:

(i) "Beneficial shareholder" means the person who is

the beneficial owner of shares held in a voting trust or by a

nominee on the beneficial owner's behalf;

(ii) "Corporation" means the issuer of the shares

held by a shareholder demanding appraisal and, for matters

covered in W.S. 17-16-1322 through 17-16-1331, includes the

surviving entity in a merger;

(iii) Repealed By Laws 2009, Ch. 115, § 3.

(iv) "Fair value" means the value of the

corporation's shares determined:

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(A) Immediately before the effectuation of the

corporate action to which the shareholder objects;

(B) Using customary and current valuation

concepts and techniques generally employed for similar

businesses in the context of the transaction requiring

appraisal; and

marketability or minority status except, if appropriate, for

amendments to the articles pursuant to W.S 17-16-1302(a)(v).

(v) "Interest" means interest from the effective date

of the corporate action until the date of payment, at the

average rate currently paid by the corporation on its principal

bank loans, or, if none, at a rate that is fair and equitable

under all the circumstances;

(vi) "Record shareholder" means the person in whose

names shares are registered in the records of a corporation or

the beneficial owner of shares to the extent of the rights

granted by a nominee certificate on file with a corporation;

(vii) "Shareholder" means the record shareholder or

the beneficial shareholder.

(viii) "Affiliate" means a person that directly or

indirectly through one (1) or more intermediaries controls, is

controlled by, or is under common control with another person or

is a senior executive thereof;

(ix) "Beneficial owner" means any person who,

directly or indirectly, through any contract, arrangement, or

understanding, other than a revocable proxy, has or shares the

power to vote, or to direct the voting of, shares; except that a

member of a national securities exchange is not deemed to be a

beneficial owner of securities held directly or indirectly by it

on behalf of another person solely because the member is the

record holder of the securities if the member is precluded by

the rules of the exchange from voting without instruction on

contested matters or matters that may affect substantially the

rights or privileges of the holders of the securities to be

voted. When two (2) or more persons agree to act together for

the purpose of voting their shares of the corporation, each

member of the group formed thereby is deemed to have acquired

beneficial ownership, as of the date of the agreement, of all

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voting shares of the corporation beneficially owned by any

member of the group;

(x) "Preferred shares" means a class or series of

shares whose holders have preference over any other class or

series with respect to distributions.

17-16-1302. Right to appraisal.

(a) A shareholder is entitled to appraisal rights, and to

obtain payment of the fair value of his shares in the event of,

any of the following corporate actions:

(i) Consummation of a plan of merger or consolidation

to which the corporation is a party if:

(A) Shareholder approval is required for the

merger or the consolidation by W.S. 17-16-1104 or 17-16-1111 and

the shareholder is entitled to vote on the merger or

consolidation, except that appraisal rights shall not be

available to any shareholder of the corporation with respect to

shares of any class or series that remain outstanding after

consummation of the merger; or

(B) The corporation is a subsidiary that is

merged with its parent under W.S. 17-16-1105.

(ii) Consummation of a share exchange to which the

corporation is a party as the corporation whose shares will be

acquired, if the shareholder is entitled to vote on the

exchange, except that appraisal rights shall not be available to

any shareholder of the corporation with respect to any class or

series of shares of the corporation that is not exchanged;

(iii) Consummation of a disposition of assets

pursuant to W.S. 17-16-1202 if the shareholder is entitled to

vote on the disposition;

(iv) An amendment of the articles of incorporation

with respect to a class or series of shares that:

(A) Alters or abolishes a preferential right of

the shares;

(B) Creates, alters or abolishes a right in

respect of redemption, including a provision respecting a

sinking fund for the redemption or repurchase, of the shares;

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the holder of the shares to acquire shares or other securities;

(D) Excludes or limits the right of the shares

to vote on any matter, or to cumulate votes, other than a

limitation by dilution through issuance of shares or other

securities with similar voting rights; or

(E) Reduces the number of shares of a class or

series owned by the shareholder to a fraction of a share if the

corporation has the obligation or right to repurchase the

fractional share so created.

(v) Any other amendment to the articles of

incorporation, merger, share exchange or disposition of assets

if specifically provided in the articles of incorporation,

bylaws or a resolution of the board of directors;

(vi) Consummation of a transfer or domestication if

the shareholder does not receive shares in the foreign

corporation resulting from the transfer or domestication that

have terms as favorable to the shareholder in all material

respects, and represent at least the same percentage interest of

the total voting rights of the outstanding shares of the

corporation, as the shares held by the shareholder before the

transfer or domestication;

(vii) Consummation of a conversion of the corporation

to nonprofit status; or

(viii) Consummation of a conversion of the

corporation to an unincorporated entity.

(b) Notwithstanding subsection (a) of this section, the

availability of appraisal rights under paragraphs (a)(i), (ii),

(iii), (iv), (vi) and (viii) of this section shall be limited in

accordance with the following provisions:

(i) Appraisal rights shall not be available for the

holders of shares of any class or series of shares which is:

(A) A covered security under section 18(b)(1)(A)

or (B) of the Securities Act of 1933, as amended; or

(B) Traded in an organized market and has at

least two thousand (2,000) shareholders and a market value of at

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least twenty million dollars ($20,000,000.00), exclusive of the

value of such shares held by the corporation's subsidiaries,

senior executives, directors and beneficial shareholders owning

more than ten percent (10%) of such shares; or

company registered with the Securities and Exchange Commission

under the Investment Company Act of 1940 and may be redeemed at

the option of the holder at net asset value.

(ii) The applicability of paragraph (i) of this

subsection shall be determined as of:

(A) The record date fixed to determine the

shareholders entitled to receive notice of, and to vote at, the

meeting of shareholders to act upon the corporate action

requiring appraisal rights; or

(B) The day before the effective date of such

corporate action if there is no meeting of shareholders.

(iii) Paragraph (i) of this subsection shall not be

applicable and appraisal rights shall be available pursuant to

subsection (a) of this section for the holders of any class or

series of shares who are required by the terms of the corporate

action requiring appraisal rights to accept for such shares

anything other than cash or shares of any class or any series of

shares of any corporation, or any other proprietary interest of

any other entity, that satisfies the standards set forth in

paragraph (i) of this subsection at the time the corporate

action becomes effective;

(iv) Reserved.

17-16-1303. Assertion of rights by nominees and

beneficial owners.

(a) A record shareholder may assert appraisal rights as to

fewer than all the shares registered in the record shareholder's

name but owned by a beneficial shareholder only if the record

shareholder objects with respect to all shares of the class or

series owned by the beneficial shareholder and notifies the

corporation in writing of the name and address of each

beneficial shareholder on whose behalf appraisal rights are

being asserted. The rights of a record shareholder who asserts

appraisal rights for only part of the shares held of record in

the record shareholder's name under this subsection shall be

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determined as if the shares as to which the record shareholder

objects and the record shareholder's other shares were

registered in the names of different record shareholders.

(b) A beneficial shareholder may assert appraisal rights

as to shares of any class or series held on behalf of the

shareholder only if the shareholder:

(i) Submits to the corporation the record

shareholder's written consent to the assertion of those rights

not later than the date provided in W.S. 17-16-1322(b)(ii)(B);

and

(ii) Does so with respect to all shares of the class

or series that are beneficially owned by the beneficial

shareholder.

17-16-1320. Notice of appraisal rights.

(a) If proposed corporate action described in W.S. 17-16-

1302 is to be submitted to a vote at a shareholders' meeting,

the meeting notice shall state that corporation has concluded

that shareholders are, are not or may be entitled to assert

appraisal rights under this article. If the corporation

concludes that appraisal rights are or may be available, a copy

of this article shall accompany the meeting notice sent to those

record shareholders entitled to exercise appraisal rights.

(b) In a merger pursuant to W.S. 17-16-1105, the parent

corporation shall notify in writing all record shareholders of

the subsidiary who are entitled to assert appraisal rights that

the corporate action became effective. The notice shall be sent

within ten (10) days after the corporate action became effective

and include the materials described in W.S. 17-16-1322.

1302(a) is to be approved by written consent of the shareholders

pursuant to W.S. 17-16-704:

(i) Written notice that appraisal rights are, are not

or may be available shall be given to each record shareholder

from whom a consent is solicited at the time consent of such

shareholder is first solicited and, if the corporation has

concluded that appraisal rights are or may be available, shall

be accompanied by a copy of this article; and

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(ii) Written notice that appraisal rights are, are

not or may be available shall be delivered together with the

notice to nonconsenting and nonvoting shareholders required by

W.S. 17-16-704(e) and (f), may include the materials described

in W.S. 17-16-1322 and, if the corporation has concluded that

appraisal rights are or may be available, shall be accompanied

by a copy of this article.

(d) Where corporate action described in W.S. 17-16-1302(a)

is proposed, or a merger pursuant to W.S 17-16-1105 is effected,

the notice referred to in subsection (a) or (c) of this section,

if the corporation concludes that appraisal rights are or may be

available, and in subsection (b) of this section shall be

accompanied by:

(i) The annual financial statements specified in W.S.

17-16-1620(a) of the corporation that issued the shares that may

be subject to appraisal, which shall be as of a date ending not

more than sixteen (16) months before the date of the notice and

shall comply with W.S. 17-16-1620(b); provided that, if the

annual financial statements are not reasonably available, the

corporation shall provide reasonably equivalent financial

information; and

(ii) The latest available quarterly financial

statements of such corporation, if any.

(e) The right to receive the information described in

subsection (d) of this section may be waived in writing by a

shareholder before or after the corporate action.

17-16-1321. Notice of intent to demand payment and

consequences of voting or consenting.

(a) If proposed corporate action requiring appraisal under

W.S. 17-16-1302 is submitted to a vote at a shareholders'

meeting, a shareholder who wishes to assert appraisal rights

with respect to any class or series of shares:

(i) Shall deliver to the corporation before the vote

is taken written notice of the shareholder's intent to demand

payment if the proposed action is effectuated; and

(ii) Shall not vote or cause or permit to be voted

any shares of the class or series in favor of the proposed

action.

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(b) If a corporate action specified in W.S. 17-16-1302(a)

is to be approved by written consent, a shareholder who wishes

to assert appraisal rights with respect to any class or series

of shares shall not execute a consent in favor of the proposed

action with respect to that class or series of shares.

subsection (a) or (b) of this section is not entitled to payment

for his shares under this article.

17-16-1322. Appraisal notice and form.

(a) If corporate action requiring appraisal under W.S. 17-

16-1302(a) becomes effective, the corporation shall deliver a

written appraisal notice to all shareholders who satisfied the

requirements of W.S. 17-16-1321(a) or (b). In the case of a

merger under W.S. 17-16-1105, the parent shall deliver a written

appraisal notice and form to all record shareholders who may be

entitled to assert appraisal rights.

(b) The appraisal notice shall be sent no later than ten

(10) days after the corporate action specified in W.S. 17-16-

1302(a) became effective, and shall:

(i) Supply a form that:

(A) Specifies the first date of any announcement

to shareholders made prior to the date the corporate action

became effective of the principal terms of the proposed

corporate action; and

(B) If such announcement was made, requires that

the shareholder asserting appraisal rights certify whether

beneficial ownership of the shares for which appraisal rights

are asserted was acquired before that date; and

rights to certify that such shareholder did not vote for or

consent to the transaction.

(ii) State:

(A) Where the form shall be sent and where

certificates for certificated shares shall be deposited and the

date by which those certificates shall be deposited, which date

may not be earlier than the date for receiving the required form

under subparagraph (B) of this paragraph;

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(B) Date by which the corporation shall receive

the form, which date may not be fewer than forty (40) nor more

than sixty (60) days after the date the appraisal notice and

form are sent pursuant to subsection (a) of this section, and

state that the shareholder shall have waived the right to demand

appraisal with respect to the shares unless the form is received

by the corporation by such specified date;

of the shares;

(D) That, if requested in writing, the

corporation will provide, to the shareholder so requesting,

within ten (10) days after the date specified in subparagraph

(B) of this paragraph the number of shareholders who return the

forms by the specified date and the total number of shares owned

by them; and

(E) The date by which the notice to withdraw

under W.S. 17-16-1323 must be received, which date shall be

within twenty (20) days after the date specified in subparagraph

(B) of this paragraph.

(iii) Be accompanied by a copy of this article.

17-16-1323. Perfection of rights; right to withdraw.

(a) A shareholder who receives notice pursuant to W.S. 17-

16-1322 and who wishes to exercise appraisal rights shall sign

and return the form sent by the corporation and, in the case of

certificated shares, deposit his certificates in accordance with

the terms of the notice by the date referred to in the notice

pursuant to W.S. 17-16-1322(b)(ii)(B). In addition, if

applicable, the shareholder shall certify on the form whether

the beneficial owner of such shares acquired beneficial

ownership of the shares before the date required to be set forth

in the notice pursuant to W.S. 17-16-1322(b)(i). If a

shareholder fails to make this certification, the corporation

may elect to treat the shareholder's shares as after acquired

shares under W.S. 17-16-1324. Once a shareholder deposits that

shareholder's certificates or, in the case of uncertificated

shares, returns the signed forms, that shareholder loses all

rights as a shareholder, unless the shareholder withdraws

pursuant to subsection (b) of this section.

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(b) The shareholder who has complied with subsection (a)

of this section may nevertheless decline to exercise appraisal

rights and withdraw from the appraisal process by so notifying

the corporation in writing by the date set forth in the

appraisal notice pursuant to W.S. 17-16-1322(b)(ii)(E). A

shareholder who fails to so withdraw from the appraisal process

may not thereafter withdraw without the corporation's written

consent.

and, in the case of certificated shares, deposit his share

certificates where required, each by the date set forth in the

notice described in W.S. 17-16-1322(b), is not entitled to

payment under this article.

17-16-1324. Payment.

(a) Except as provided in W.S. 17-16-1325, within one

hundred twenty (120) days after the form required by W.S. 17-16-

1322(b)(ii)(B) is due, the corporation shall pay in cash or

other agreed upon consideration to those shareholders who

complied with W.S. 17-16-1323 the amount the corporation

estimates to be the fair value of his shares, plus interest.

(b) The payment to each shareholder pursuant to subsection

(a) of this section shall be accompanied by:

(i) The annual financial statements specified in W.S.

17-16-1620(a) of the corporation that issued the shares to be

appraised, which shall be of a date ending not more than sixteen

(16) months before the date of payment and shall comply with

W.S. 17-16-1620(b), provided that if such annual financial

statements are not reasonably available, the corporation shall

provide reasonably equivalent financial information. The

corporation shall also provide the latest available quarterly

financial statements, if any;

(ii) A statement of the corporation's estimate of the

fair value of the shares which estimate shall equal or exceed

the corporation's estimate given pursuant to W.S. 17-16-

1322(b)(ii)(C);

(iii) A statement that shareholders described in

subsection (a) of this section have the right to demand further

payment under W.S. 17-16-1326 and that if any shareholder does

not do so within the time period specified therein, the

shareholder shall be deemed to have accepted such payment in

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full satisfaction of the corporation's obligations under this

article.

17-16-1325. After-acquired shares.

(a) A corporation may elect to withhold payment required

by W.S. 17-16-1324 from any shareholder who was required to, but

did not certify that beneficial ownership of all of the

shareholder's shares for which appraisal rights are asserted was

acquired before the date set forth in the appraisal notice sent

pursuant to W.S. 17-16-1322(b)(i).

(b) If the corporation elected to withhold payment under

subsection (a) of this section, it shall, within thirty (30)

days after the form required by W.S. 17-16-1322(b)(ii)(B) is

due, notify all shareholders described in subsection (a) of this

section:

(i) Of the information required by W.S. 17-16-

1324(b)(i);

(ii) Of the corporation's estimate of fair value

pursuant to W.S. 17-16-1324(b)(ii);

(iii) That they may accept the corporation's estimate

of fair value, plus interest, in full satisfaction of their

demands or demand appraisal under W.S. 17-16-1326;

(iv) That those shareholders who wish to accept the

offer shall so notify the corporation of their acceptance of the

corporation's offer within thirty (30) days after receiving the

offer; and

(v) That those shareholders who do not satisfy the

requirements for demanding appraisal under W.S. 17-16-1326 shall

be deemed to have accepted the corporation's offer.

acceptance pursuant to subsection (b) of this section, the

corporation shall pay in cash or other agreed upon consideration

the amount it offered under paragraph (b)(ii) of this section to

each shareholder who agreed to accept the corporation's offer in

full satisfaction of the shareholder's demand.

(d) Within one hundred thirty (130) days after sending the

notice described in subsection (b) of this section, the

corporation shall pay in cash the amount it offered to pay under

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paragraph (b)(ii) of this section to each shareholder described

in paragraph (b)(v) of this section.

17-16-1326. Procedure if shareholder dissatisfied

with payment or offer.

(a) A shareholder paid pursuant to W.S. 17-16-1324 who is

dissatisfied with the amount of the payment may notify the

corporation in writing of that shareholder's estimate of the

fair value of his shares and demand payment of his estimate plus

interest, less any payment under W.S. 17-16-1324. A shareholder

offered payment under W.S. 17-16-1325 who is dissatisfied with

that offer shall reject the offer and demand payment of the

shareholder's stated estimate of the fair value of the shares

plus interest.

(b) A shareholder who fails to notify the corporation in

writing of that shareholder's demand to be paid the

shareholder's stated estimate of the fair value plus interest

under subsection (a) of this section within thirty (30) days

after receiving the corporation's payment or offer of payment

under W.S. 17-16-1324 or 17-16-1325, respectively, waives the

right to demand payment under this section and shall be entitled

only to the payment made or offered pursuant to those respective

sections.

17-16-1330. Court action.

(a) If a shareholder makes a demand for payment under W.S.

17-16-1326 which remains unsettled, the corporation shall

commence a proceeding within sixty (60) days after receiving the

payment demand and petition the court to determine the fair

value of the shares and accrued interest. If the corporation

does not commence the proceeding within the sixty (60) day

period, it shall pay each shareholder demanding appraisal rights

whose demand remains unsettled the amount demanded pursuant to

W.S. 17-16-1326 plus interest.

(b) The corporation shall commence the proceeding in the

district court of the county where a corporation's principal

office, or if none in this state, its registered office, is

located. If the corporation is a foreign corporation without a

registered office in this state, it shall commence the

proceeding in the county in this state where the principal

office or registered office of the domestic corporation merged

with or whose shares were acquired by the foreign corporation

was located at the time of the transaction.

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or not residents of this state, whose demands remain unsettled

parties to the proceeding as in an action against their shares

and all parties shall be served with a copy of the petition.

Nonresidents may be served by registered or certified mail or by

publication as provided by law.

(d) The jurisdiction of the court in which the proceeding

is commenced under subsection (b) of this section is plenary and

exclusive. The court may appoint one (1) or more persons as

appraisers to receive evidence and recommend decision on the

question of fair value. The appraisers have the powers described

in the order appointing them, or in the amendment to it. The

shareholders demanding appraisal rights are entitled to the same

discovery rights as parties in other civil proceedings.

(e) Each shareholder made a party to the proceeding is

entitled to judgment for:

(i) The amount, if any, by which the court finds the

fair value of his shares, plus interest, exceeds the amount paid

by the corporation to the shareholder for those shares; or

(ii) The fair value, plus accrued interest, of his

after-acquired shares for which the corporation elected to

withhold payment under W.S. 17-16-1325.

17-16-1331. Court costs and counsel fees.

(a) The court in an appraisal proceeding commenced under

W.S. 17-16-1330 shall determine all costs of the proceeding,

including the reasonable compensation and expenses of appraisers

appointed by the court. The court shall assess the costs against

the corporation, except that the court may assess costs against

all or some of the shareholders demanding appraisal, in amounts

the court finds equitable, to the extent the court finds the

shareholders demanding appraisal rights acted arbitrarily,

vexatiously, or not in good faith with respect to the rights

provided by this article.

(b) The court in an appraisal proceeding may also assess

the fees and expenses of counsel and experts for the respective

parties, in amounts the court finds equitable:

(i) Against the corporation and in favor of any or

all shareholders demanding appraisal if the court finds the

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corporation did not substantially comply with the requirements

of W.S. 17-16-1320 through 17-16-1326; or

(ii) Against either the corporation or a shareholder

demanding appraisal, in favor of any other party, if the court

finds that the party against whom the fees and expenses are

assessed acted arbitrarily, vexatiously, or not in good faith

with respect to the rights provided by this article.

services of counsel and any other expenses incurred for any

shareholder demanding appraisal were of substantial benefit to

other shareholders similarly situated, and that the fees for

those services and other expenses should not be assessed against

the corporation, the court may direct that those fees and

expenses be paid out of the amounts awarded the shareholders who

were benefited.

(d) To the extent the corporation fails to make a required

payment pursuant to W.S. 17-16-1324, 17-16-1325 or 17-16-1326,

the shareholder may sue directly for the amount owed, and to the

extent successful, shall be entitled to recover from the

corporation all expenses of the suit.

17-16-1340. Other remedies limited.

(a) The legality of a proposed or completed corporate

action described in W.S. 17-16-1302(a) may not be contested, nor

may the corporate action be enjoined, set aside or rescinded, in

a legal or equitable proceeding by a shareholder after the

shareholders have approved the corporate action.

(b) Subsection (a) of this section does not apply to a

corporate action that:

(i) Was not authorized and approved in accordance

with the applicable provisions of:

(A) Article 9, 10, 11 or 12 of this act;

(B) The articles of incorporation or bylaws; or

authorizing the corporate action.

(ii) Was procured as a result of fraud, a material

misrepresentation or an omission of a material fact necessary to

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make statements made, in light of the circumstances in which

they were made, not misleading;

(iii) Reserved;

(iv) Is approved by less than unanimous consent of

the voting shareholders pursuant to W.S. 17-16-704 if:

(A) The challenge to the corporate action is

brought by a shareholder who did not consent and as to whom

notice of the approval of the corporate action was not effective

at least ten (10) days before the corporate action was effected;

and

(B) The proceeding challenging the corporate

action is commenced within ten (10) days after notice of the

approval of the corporate action is effective as to the

shareholder bringing the proceeding.

ARTICLE 14 - DISSOLUTION

17-16-1401. Dissolution by incorporators or initial

directors.

(a) A majority of the incorporators or initial directors

of a corporation that has not issued shares or has not commenced

business may dissolve the corporation by delivering to the

secretary of state for filing articles of dissolution that set

forth:

(i) The name of the corporation;

(ii) The date of its incorporation;

(iii) Either:

(A) That none of the corporation's shares has

been issued; or

(B) That the corporation has not commenced

business.

(iv) That no debt of the corporation remains unpaid;

(v) That the net assets of the corporation remaining

after winding up have been distributed to the shareholders, if

shares were issued; and

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(vi) That a majority of the incorporators or initial

directors authorized the dissolution.

17-16-1402. Dissolution by board of directors and

shareholders.

(a) A corporation's board of directors may propose

dissolution for submission to the shareholders.

(b) For a proposal to dissolve to be adopted:

(i) The board of directors shall recommend

dissolution to the shareholders, unless the board of directors

determines that because of conflict of interest or other special

circumstances it should make no recommendation and communicates

the basis for its determination to the shareholders; and

(ii) The shareholders entitled to vote shall approve

the proposal to dissolve as provided in subsection (e) of this

section.

the proposal for dissolution on any basis.

(d) The corporation shall notify each shareholder, whether

or not entitled to vote, of the proposed shareholders' meeting

in accordance with W.S. 17-16-705. The notice shall also state

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

to consider dissolving the corporation.

(e) Unless the articles of incorporation or the board of

directors, acting pursuant to subsection (c) of this section,

require a greater vote or a vote by voting groups, adoption of

the proposal to dissolve shall require the approval of the

shareholders at a meeting at which a quorum consisting of at

least a majority of the votes entitled to be cast exists.

17-16-1403. Articles of dissolution.

(a) At any time after dissolution is authorized, the

corporation may dissolve by delivering to the secretary of state

for filing articles of dissolution setting forth:

(i) The name of the corporation;

(ii) The date dissolution was authorized;

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(iii) If dissolution was approved by the shareholders

a statement that the proposal to dissolve was duly approved by

the shareholders in the manner required by this act and by the

articles of incorporation.

(b) A corporation is dissolved upon the effective date of

its articles of dissolution.

means a corporation whose articles of dissolution have become

effective and includes a successor entity to which the remaining

assets of the corporation are transferred subject to its

liabilities for purposes of liquidation.

17-16-1404. Revocation of dissolution.

(a) A corporation may revoke its dissolution within one

hundred twenty (120) days of the effective date of the

dissolution.

(b) Revocation of dissolution shall be authorized in the

same manner as the dissolution was authorized unless that

authorization permitted revocation by action of the board of

directors alone, in which event the board of directors may

revoke the dissolution without shareholder action.

corporation may revoke the dissolution by delivering to the

secretary of state for filing articles of revocation of

dissolution, together with a copy of its articles of

dissolution, that set forth:

(i) The name of the corporation which shall satisfy

the requirements of W.S. 17-16-401;

(ii) The effective date of the dissolution that was

revoked;

(iii) The date that the revocation of dissolution was

authorized;

(iv) If the corporation's board of directors or

incorporators revoked the dissolution, a statement to that

effect;

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(v) If the corporation's board of directors revoked a

dissolution authorized by the shareholders, a statement that

revocation was permitted by action by the board of directors

alone pursuant to that authorization; and

(vi) If shareholder action was required to revoke the

dissolution, the information required by W.S. 17-16-

1403(a)(iii).

(d) Revocation of dissolution is effective upon the

effective date of the articles of revocation of dissolution.

(e) When the revocation of dissolution is effective, it

relates back to and takes effect as if the effective date of the

dissolution and the corporation resumes carrying on its business

as if dissolution had never occurred, except the corporation may

be required to adopt some other name by amending its articles of

incorporation in the manner provided by this act so its name

satisfies the requirements of W.S. 17-16-401.

17-16-1405. Effect of dissolution.

(a) A dissolved corporation continues its corporate

existence but may not carry on any business except that

appropriate to wind up and liquidate its business and affairs,

including:

(i) Collecting its assets;

(ii) Disposing of its properties that will not be

distributed in kind to its shareholders;

(iii) Discharging or making provision for discharging

its liabilities;

(iv) Distributing its remaining property among its

shareholders according to their interests; and

(v) Doing every other act necessary to wind up and

liquidate its business and affairs.

(b) Dissolution of a corporation does not:

(i) Transfer title to the corporation's property;

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(ii) Prevent transfer of its shares or securities,

although the authorization to dissolve may provide for closing

the corporation's share transfer records;

(iii) Subject its directors or officers to standards

of conduct different from those prescribed in article 8;

(iv) Change quorum or voting requirements for its

board of directors or shareholders; change provisions for

selection, resignation, or removal of its directors or officers

or both; or change provisions for amending its bylaws;

(v) Prevent commencement of a proceeding by or

against the corporation in its corporate name;

(vi) Abate or suspend a proceeding pending by or

against the corporation on the effective date of dissolution; or

(vii) Terminate the authority of the registered agent

of the corporation.

17-16-1406. Known claims against dissolved

corporation.

(a) A dissolved corporation may dispose of the known

claims against it by notifying its known claimants in writing of

the dissolution at any time after its effective date.

(b) The written notice shall:

(i) Describe information that shall be included in a

claim;

(ii) Provide a mailing address where a claim may be

sent;

(iii) State the deadline, which may not be fewer than

one hundred twenty (120) days from the effective date of the

written notice, by which the dissolved corporation shall receive

the claim; and

(iv) State that the claim will be barred if not

received by the deadline.

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(i) If a claimant who was given written notice under

subsection (b) of this section does not deliver the claim to the

dissolved corporation by the deadline; or

(ii) If a claimant whose claim was rejected by the

dissolved corporation does not commence a proceeding to enforce

the claim within ninety (90) days from the effective date of the

rejection notice.

(d) For purposes of this section, "claim" does not include

a contingent liability or a claim based on an event occurring

after the effective date of dissolution.

(e) A claim that is not barred by this section may be

enforced in accordance with W.S. 17-16-1407(d).

17-16-1407. Other claims against dissolved

corporation.

(a) A dissolved corporation may also publish notice of its

dissolution and request that persons with claims against the

corporation present them in accordance with the notice.

(b) The notice shall:

(i) Be published one (1) time in a newspaper of

general circulation in the county where the dissolved

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

registered office, is or was last located;

(ii) Describe the information that shall be included

in a claim and provide a mailing address where the claim may be

sent; and

(iii) State that a claim against the corporation will

be barred unless a proceeding to enforce the claim is commenced

within three (3) years or the applicable statute of limitations,

whichever is less, after the publication of the notice.

notice in accordance with subsection (b) of this section, the

claim of each of the following claimants is barred unless the

claimant commences a proceeding to enforce the claim against the

dissolved corporation within three (3) years after the

publication date of the newspaper notice:

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(i) A claimant who did not receive written notice

under W.S. 17-16-1406;

(ii) A claimant whose claim was timely sent to the

dissolved corporation but not acted on; or

(iii) A claimant whose claim is contingent or based

on an event occurring after the effective date of dissolution.

(d) A claim that is not barred by W.S. 17-16-1406(c) or

subsection (c) of this section may be enforced:

(i) Against the dissolved corporation, to the extent

of its undistributed assets; or

(ii) Except as provided in W.S. 17-16-1408(d), if the

assets have been distributed in liquidation, against a

shareholder of the dissolved corporation to the extent of his

pro rata share of the claim or the corporate assets distributed

to him in liquidation, whichever is less, but a shareholder's

total liability for all claims under this section may not exceed

the total amount of assets distributed to the shareholder.

17-16-1408. Court proceedings.

(a) A dissolved corporation that has published a notice

under W.S. 17-16-1407 may file an application with the district

court of the county where the dissolved corporation's principal

office, or, if none in this state, its registered office is

located for a determination of the amount and form of security

to be provided for payment of claims that are contingent or have

not been made known to the dissolved corporation or that are

based on an event occurring after the effective date of

dissolution but that, based on the facts known to the dissolved

corporation, are reasonably estimated to arise after the

effective date of dissolution. Provision need not be made for

any claim that is or is reasonably anticipated to be barred

under W.S. 17-16-1407(c).

(b) Within ten (10) days after the filing of the

application, notice of the proceeding shall be given by the

dissolved corporation to each claimant holding a contingent

claim whose contingent claim is shown on the records of the

dissolved corporation.

all claimants whose identities are unknown in any proceeding

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brought under this section. The reasonable fees and expenses of

the guardian, including all reasonable expert witness fees,

shall be paid by the dissolved corporation.

(d) Provision by the dissolved corporation for security in

the amount and the form ordered by the court under subsection

(a) of this section shall satisfy the dissolved corporation's

obligations with respect to claims that are contingent, have not

been made known to the dissolved corporation or are based on an

event occurring after the effective date of dissolution, and

such claims may not be enforced against a shareholder who

received assets in liquidation.

17-16-1409. Directors' duties.

(a) Directors shall cause the dissolved corporation to

discharge or make reasonable provision for the payment of claims

and make distributions of assets to shareholders after payment

or provision for claims.

(b) Directors of a dissolved corporation which has

disposed of claims under W.S. 17-16-1406, 17-16-1407 or 17-16-

1408 shall not be liable for breach of this section with respect

to claims against the dissolved corporation.

17-16-1420. Grounds for administrative dissolution.

(a) The secretary of state may commence a proceeding under

W.S. 17-16-1421 to administratively dissolve a corporation if

any of the following has occurred:

(i) The corporation does not deliver its annual

reports or pay the annual license taxes to the secretary of

state when due pursuant to W.S. 17-16-1630;

(ii) Reserved;

(iii) The corporation is without a registered agent

or registered office in this state;

(iv) The corporation does not notify the secretary of

state within thirty (30) days that its registered agent or

registered office has been changed, that its registered agent

has resigned, or that its registered office has been

discontinued;

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(v) The corporation's period of duration stated in

its articles of incorporation expires;

(vi) It is in the public interest and the

corporation:

(A) Failed to provide records to the registered

agent as required in W.S. 17-28-107;

(B) Has provided fraudulent information or has

failed to correct false information upon request of the

secretary of state on any filing under this act with the

secretary of state; or

state or the registered agent at its address provided pursuant

to W.S. 17-28-107.

(vii) An incorporator, director, officer or agent of

the corporation signed a document he knew was false in any

material respect with intent that the document be delivered to

the secretary of state for filing;

(viii) The corporation has failed to respond to a

valid and enforceable subpoena;

(ix) The corporation is in violation of W.S. 17-16-

401(d)(v) or 17-16-1506(d)(v);

(x) The corporation has failed to pay any penalties

imposed under W.S. 17-28-109.

(b) Prior to commencing a proceeding under W.S. 17-16-1421

the secretary of state may classify a corporation as delinquent

awaiting administrative dissolution if the corporation meets any

of the criteria in subsection (a) of this section.

17-16-1421. Procedure for and effect of

administrative dissolution.

(a) If the secretary of state determines that one (1) or

more grounds exist under W.S. 17-16-1420 for dissolving a

corporation, he shall serve the corporation with written notice

of his determination under W.S. 17-28-104, except for W.S. 17-

16-1420(a)(v) in which case dissolution is by choice and

therefore automatic.

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(b) If the corporation does not correct each ground for

dissolution or demonstrate to the reasonable satisfaction of the

secretary of state that each ground determined by the secretary

of state does not exist within sixty (60) days after service of

the notice is perfected under W.S. 17-28-104, the secretary of

state shall administratively dissolve the corporation by

signing, either manually or in facsimile, a certificate of

dissolution that recites the ground or grounds for dissolution

and its effective date. The secretary of state shall file the

original of the certificate and serve a copy on the corporation

under W.S. 17-28-104.

17-16-1420 continues its corporate existence but may not carry

on any business except that necessary to wind up and liquidate

its business and affairs under W.S. 17-16-1405 and notify

claimants under W.S. 17-16-1406 and 17-16-1407.

(d) The administrative dissolution of a corporation does

not terminate the authority of its registered agent.

17-16-1422. Reinstatement following administrative

dissolution.

(a) An officer or other person with proper authority at

the time a corporation was administratively dissolved under W.S.

17-16-1421 may apply to the secretary of state for reinstatement

within two (2) years after the effective date of dissolution.

Reinstatement may be denied by the secretary of state if the

corporation has been the subject of secretary of state and law

enforcement investigation pertaining to fraud or any other

violation of state or federal law, or if there is other reason

to believe the corporation was engaged in illegal operations.

The application shall:

(i) Recite the name of the corporation and the

effective date of its administrative dissolution;

(ii) State that the ground or grounds for dissolution

either did not exist or have been eliminated;

(iii) Reserved;

(iv) If the corporation was administratively

dissolved for failing to deliver its annual report or pay the

annual license taxes to the secretary of state when due pursuant

to W.S. 17-16-1630, include payment of fees and taxes then

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delinquent and a reinstatement certificate fee prescribed

pursuant to W.S. 17-16-122; and

(v) If the corporation was administratively dissolved

for failure to maintain a registered agent, include payment of a

two hundred fifty dollar ($250.00) reinstatement fee and payment

of any fees and taxes then delinquent.

(b) If the secretary of state determines that the

application contains the information required by subsection (a)

of this section and that the information is correct, he shall

cancel the certificate of dissolution and prepare a certificate

of reinstatement that recites his determination and the

effective date of reinstatement, file the original of the

certificate, and serve a copy on the corporation under W.S. 17-

28-104.

to and takes effect as of the effective date of the

administrative dissolution and the corporation resumes carrying

on its business as if the administrative dissolution had never

occurred.

(d) The corporation shall retain its registered corporate

name during the two (2) year reinstatement period.

(e) A person who files any document under this section

without proper corporate authority to do so is in violation of

W.S. 6-5-308.

17-16-1423. Appeal from denial of reinstatement.

(a) If the secretary of state denies a corporation's

application for reinstatement following administrative

dissolution, he shall serve the corporation under W.S. 17-28-104

with a written notice that explains the reason or reasons for

denial.

(b) The corporation may appeal the denial of reinstatement

to the district court within thirty (30) days after service of

the notice of denial is perfected. The corporation appeals by

petitioning the court to set aside the dissolution and attaching

to the petition copies of the secretary of state's certificate

of dissolution, the corporation's application for reinstatement,

and the secretary of state's notice of denial.

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to reinstate the dissolved corporation or may take other action

the court considers appropriate.

(d) The court's final decision may be appealed as in other

civil proceedings.

17-16-1430. Grounds for judicial dissolution.

(a) The district court may dissolve a corporation:

(i) In a proceeding by the attorney general if it is

established that:

(A) The corporation obtained its articles of

incorporation through fraud; or

(B) The corporation has continued to exceed or

abuse the authority conferred upon it by law.

(ii) In a proceeding by a shareholder if it is

established that:

(A) The directors are deadlocked in the

management of the corporate affairs, the shareholders are unable

to break the deadlock, and irreparable injury to the corporation

is threatened or being suffered, or the business and affairs of

the corporation can no longer be conducted to the advantage of

the shareholders generally, because of the deadlock;

(B) The directors or those in control of the

corporation have acted, are acting, or will act in a manner that

is illegal, oppressive or fraudulent;

power and have failed, for a period that includes at least two

(2) consecutive annual meeting dates, to elect successors to

directors whose terms have expired; or

(D) The corporate assets are being misapplied or

wasted.

(iii) In a proceeding by a creditor if it is

established that:

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(A) The creditor's claim has been reduced to

judgment, the execution on the judgment returned unsatisfied,

and the corporation is insolvent; or

(B) The corporation has admitted in writing that

the creditor's claim is due and owing and the corporation is

insolvent.

(iv) In a proceeding by the corporation to have its

voluntary dissolution continued under court supervision;

(v) In a proceeding by a shareholder, if the

corporation has abandoned its business and has failed within a

reasonable time to liquidate and distribute its assets and

dissolve.

(b) Reserved.

17-16-1431. Procedure for judicial dissolution.

(a) Venue for a proceeding by the attorney general to

dissolve a corporation lies in Laramie county district court.

Venue for a proceeding brought by any other party named in W.S.

17-16-1430 lies in the county where a corporation's principal

office, or, if none in this state, its registered office, is or

was last located.

(b) It is not necessary to make shareholders parties to a

proceeding to dissolve a corporation unless relief is sought

against them individually.

corporation may issue injunctions, appoint a receiver or

custodian pendente lite with all powers and duties the court

directs, take other action required to preserve the corporate

assets wherever located, and carry on the business of the

corporation until a full hearing can be held.

(d) Within ten (10) days of the commencement of a

proceeding under W.S. 17-16-1430(a)(ii) to dissolve a

corporation that has no shares listed on a national securities

exchange or regularly traded in a market maintained by one (1)

or more members of a national or affiliated securities

association, the corporation must send to all shareholders,

other than the petitioner, a notice stating that the

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shareholders are entitled to avoid the dissolution of the

corporation by electing to purchase the petitioner's shares

under W.S. 17-16-1434 and accompanied by a copy of W.S. 17-16-

1434.

17-16-1432. Receivership or custodianship.

(a) A court in a judicial proceeding brought to dissolve a

corporation may appoint one (1) or more receivers to wind up and

liquidate, or one (1) or more custodians to manage, the business

and affairs of the corporation. The court shall hold a hearing,

after notifying all parties to the proceeding and any interested

persons designated by the court, before appointing a receiver or

custodian. The court appointing a receiver or custodian has

exclusive jurisdiction over the corporation and all of its

property wherever located.

(b) The court may appoint an individual or a domestic or

foreign corporation authorized to transact business in this

state as a receiver or custodian. The court may require the

receiver or custodian to post bond, with or without sureties, in

an amount the court directs.

receiver or custodian in its appointing order, which may be

amended from time to time. Among other powers:

(i) The receiver may:

(A) Dispose of all or any part of the assets of

the corporation wherever located, at a public or private sale,

if authorized by the court; and

(B) Sue and defend in his own name as receiver

of the corporation in all Wyoming courts.

(ii) The custodian may exercise all of the powers of

the corporation, through or in place of its board of directors

or officers, to the extent necessary to manage the affairs of

the corporation in the best interests of its shareholders and

creditors.

(d) The court during a receivership may redesignate the

receiver a custodian, and during a custodianship may redesignate

the custodian a receiver, if doing so is in the best interests

of the corporation, its shareholders and creditors.

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(e) The court from time to time during the receivership or

custodianship may order compensation paid and expense

disbursements or reimbursements made to the receiver or

custodian and his counsel from the assets of the corporation or

proceeds from the sale of the assets.

17-16-1433. Decree of dissolution.

(a) If after a hearing the court determines that one (1)

or more grounds for judicial dissolution described in W.S. 17-

16-1430 exist, it may enter a decree dissolving the corporation

and specifying the effective date of the dissolution, and the

clerk of the court shall deliver a certified copy of the decree

to the secretary of state, who shall file it.

(b) After entering the decree of dissolution, the court

shall direct the winding up and liquidation of the corporation's

business and affairs in accordance with W.S. 17-16-1405 and the

notification of claimants in accordance with W.S. 17-16-1406 and

17-16-1407.

17-16-1434. Election to purchase in lieu of

dissolution.

(a) In a proceeding under W.S. 17-16-1430(a)(ii) to

dissolve a corporation that has no shares listed on a national

securities exchange or regularly traded in a market maintained

by one (1) or more members of a national or affiliated

securities association, the corporation may elect or, if it

fails to elect, one (1) or more shareholders may elect to

purchase all shares owned by the petitioning shareholder at the

fair value of the shares. An election pursuant to this section

shall be irrevocable unless the court determines that it is

equitable to set aside or modify the election.

(b) An election to purchase pursuant to this section may

be filed with the court at any time within ninety (90) days

after the filing of the petition under W.S. 17-16-1430(a)(ii) or

at such later time as the court in its discretion may allow. If

the election to purchase is filed by one (1) or more

shareholders, the corporation shall, within ten (10) days

thereafter, give written notice to all shareholders, other than

the petitioner. The notice must state the name and number of

shares owned by the petitioner and the name and number of shares

owned by each electing shareholder and must advise the

recipients of their right to join in the election to purchase

shares in accordance with this section. Shareholders who wish to

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participate must file notice of their intention to join in the

purchase no later than thirty (30) days after the effective date

of the notice to them. All shareholders who have filed an

election or notice of their intention to participate in the

election to purchase thereby become parties to the proceeding

and shall purchase in proportion to their ownership of shares as

of the date the first election was filed, unless they otherwise

agree or the court otherwise directs. After an election has been

filed by the corporation or one (1) or more shareholders, the

proceeding under W.S. 17-16-1430(a)(ii) may not be discontinued

or settled, nor may the petitioning shareholder sell or

otherwise dispose of his shares, unless the court determines

that it would be equitable to the corporation and the

shareholders, other than the petitioner, to permit such

discontinuance, settlement, sale or other disposition.

election, the parties reach agreement as to the fair value in

terms of purchase of the petitioner's shares, the court shall

enter an order directing the purchase of petitioner's shares

upon the terms and conditions agreed to by the parties.

(d) If the parties are unable to reach an agreement as

provided for in subsection (c) of this section, the court, upon

application of any party, shall stay the W.S. 17-16-1430(a)(ii)

proceedings and determine the fair value of the petitioner's

shares as of the day before the date on which the petition under

W.S. 17-16-1430(a)(ii) was filed or as of such other date as the

court deems appropriate under the circumstances.

(e) Upon determining the fair value of the shares, the

court shall enter an order directing the purchase upon such

terms and conditions as the court deems appropriate, which may

include payment of the purchase price in installments, where

necessary in the interest of equity, provision for security to

assure payment of the purchase price and any additional costs,

fees and expenses as may have been awarded, and, if the shares

are to be purchased by the shareholders, the allocation of

shares among them. In allocating petitioner's shares among

holders of different classes of shares, the court should attempt

to preserve the existing distribution of voting rights among

holders of different classes insofar as practicable and may

direct that the holders of a specific class or classes shall not

participate in the purchase. Interest may be allowed at the rate

and from the date determined by the court to be equitable, but

if the court finds that the refusal of the petitioning

shareholder to accept an offer of payment was arbitrary or

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otherwise not in good faith, no interest shall be allowed. If

the court finds that the petitioning shareholder had probable

grounds for relief under W.S. 17-16-1430(a)(ii)(B) or (D), it

may award to the petitioning shareholder reasonable fees and

expenses of counsel and of any experts employed by him.

(f) Upon entry of an order under subsection (c) or (e) of

this section, the court shall dismiss the petition to dissolve

the corporation under W.S. 17-16-1430, and the petitioning

shareholder shall no longer have any rights or status as a

shareholder of the corporation, except the right to receive the

amounts awarded to him by the order of the court which shall be

enforceable in the same manner as any other judgment.

(g) The purchase order pursuant to subsection (e) of this

section shall be made within ten (10) days after the date the

order becomes final unless before that time the corporation

files with the court a notice of its intention to adopt articles

of dissolution pursuant to W.S. 17-16-1402 and 17-16-1403, which

articles must then be adopted and filed within fifty (50) days

thereafter. Upon filing of such articles of dissolution, the

corporation shall be dissolved in accordance with provisions of

W.S. 17-16-1405 through 17-16-1407, and the order entered

pursuant to subsection (e) of this section shall no longer be of

any force or effect, except that the court may award the

petitioning shareholder reasonable fees and expenses in

accordance with the provisions of the last sentence of

subsection (e) of this section and the petitioner may continue

to pursue any claims previously asserted on behalf of the

corporation.

(h) Any payment by the corporation pursuant to an order

under subsection (c) or (e) of this section, other than an award

of fees and expenses pursuant to subsection (e) of this section,

is subject to the provisions of W.S. 17-16-640.

17-16-1440. Deposit with state treasurer.

Assets of a dissolved corporation that should be transferred to

a creditor, claimant or shareholder of the corporation who

cannot be found or who is not competent to receive them shall be

reduced to cash and deposited with the state treasurer for

safekeeping. When the creditor, claimant or shareholder

furnishes satisfactory proof of entitlement to the amount

deposited, the state treasurer shall pay him or his

representative that amount.

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ARTICLE 15 - FOREIGN CORPORATIONS

17-16-1501. Authority to transact business required.

(a) A foreign corporation may not transact business in

this state until it obtains a certificate of authority from the

secretary of state.

(b) The following activities, among others, do not

constitute transacting business within the meaning of subsection

(a) of this section:

(i) Maintaining, defending or settling any

proceeding;

(ii) Holding meetings of the board of directors or

shareholders or carrying on other activities concerning internal

corporate affairs;

(iii) Maintaining bank accounts;

(iv) Maintaining offices or agencies for the

transfer, exchange and registration of the corporation's own

securities or maintaining trustees or depositaries with respect

to those securities;

(v) Selling through independent contractors;

(vi) Soliciting or obtaining orders, whether by mail

or through employees or agents or otherwise, if the orders

require acceptance outside this state before they become

contracts;

(vii) Creating or acquiring indebtedness, mortgages

and security interests in real or personal property;

(viii) Securing or collecting debts or enforcing

mortgages and security interests in property securing the debts;

(ix) Owning, without more, real or personal property;

(x) Conducting an isolated transaction that is

completed within thirty (30) days and that is not one in the

course of repeated transactions of a like nature; or

(xi) Transacting business in interstate commerce.

Updated 07.01.2021 Page 153 of 199

section is not exhaustive.

(d) A foreign corporation, foreign limited partnership or

foreign limited liability company which is either an organizer,

a manager or member of a company is not required to obtain a

certificate of authority to undertake its duties in these

capacities.

17-16-1502. Consequences of transacting business

without authority.

(a) A foreign corporation transacting business in this

state without a certificate of authority may not maintain a

proceeding in any court in this state until it obtains a

certificate of authority.

(b) The successor to a foreign corporation that transacted

business in this state without a certificate of authority and

the assignee of a cause of action arising out of that business

may not maintain a proceeding based on that cause of action in

any court in this state until the foreign corporation or its

successor obtains a certificate of authority.

corporation, its successor or assignee until it determines

whether the foreign corporation or its successor requires a

certificate of authority. If it so determines, the court may

further stay the proceeding until the foreign corporation or its

successor obtains the certificate.

(d) A foreign corporation which transacts business in this

state without a certificate of authority shall be liable to this

state, for the years or parts thereof during which it transacted

business in this state without a certificate of authority, in an

amount equal to all fees and license taxes, plus interest of

eighteen percent (18%), which would have been imposed by law

upon such corporation had it duly applied for and received a

certificate of authority to transact business in this state as

required by this act and thereafter filed all reports required

by law, and in addition shall be liable for a penalty in the

amount of five thousand dollars ($5,000.00), reasonable audit

expenses and reasonable attorney fees. The secretary of state

may refuse to issue a certificate of authority until all taxes,

fees, interest, expenses and penalties due under this section

have been paid to him. The attorney general may collect all

penalties and other sums due under this subsection.

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(e) Notwithstanding subsections (a) and (b) of this

section, the failure of a foreign corporation to obtain a

certificate of authority does not impair the validity of its

corporate acts or prevent it from defending any proceeding in

this state.

17-16-1503. Application for certificate of

authority.

(a) A foreign corporation may apply for a certificate of

authority to transact business in this state by delivering an

application to the secretary of state for filing. The

application shall set forth:

(i) The name of the foreign corporation or, if its

name is unavailable for use in this state, a corporate name that

satisfies the requirements of W.S. 17-16-1506;

(ii) The name of the state or country under whose law

it is incorporated;

(iii) Its date of incorporation and period of

duration;

(iv) The street address of its principal office and

an email address for the foreign corporation;

(v) The address of its registered office in this

state and the name of its registered agent at that office;

(vi) The names and usual business addresses of its

current directors and officers; and

(vii) Repealed By Laws 2009, Ch. 115, § 3.

(viii) A statement that the corporation accepts the

constitution of the state of Wyoming in compliance with the

requirement of article 10, section 5 of the Wyoming

constitution.

(ix) Repealed By Laws 2009, Ch. 115, § 3.

(b) The foreign corporation shall deliver with the

completed application a certificate of existence, or a document

of similar import, dated not more than sixty (60) days prior to

filing in Wyoming, duly authenticated by the secretary of state

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or other official having custody of corporate records in the

state or country under whose law it is incorporated.

accompanied by a written consent to appointment executed by the

registered agent.

17-16-1504. Amended certificate of authority.

(a) A foreign corporation authorized to transact business

in this state shall obtain an amended certificate of authority

from the secretary of state if it changes:

(i) Its corporate name;

(ii) The period of its duration; or

(iii) The state or country of its incorporation.

(b) The requirements of W.S. 17-16-1503 for obtaining an

original certificate of authority apply to obtaining an amended

certificate under this section.

17-16-1505. Effect on certificate of authority.

(a) A certificate of authority authorizes the foreign

corporation to which it is issued to transact business in this

state subject, however, to the right of the state to revoke the

certificate as provided in this act.

(b) A foreign corporation with a valid certificate of

authority has the same but no greater rights and has the same

but no greater privileges as, and except as otherwise provided

by this act is subject to the same duties, restrictions,

penalties and liabilities now or later imposed on, a domestic

corporation of like character.

organization or internal affairs of a foreign corporation

authorized to transact business in this state.

17-16-1506. Corporate name of foreign corporation.

(a) If the corporate name of a foreign corporation does

not satisfy the requirements of W.S. 17-16-401, the foreign

corporation to obtain or maintain a certificate of authority to

transact business in this state may use a fictitious name to

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transact business in this state if its real name is unavailable

and it delivers to the secretary of state for filing a copy of

the resolution of its board of directors, certified by its

secretary, adopting the fictitious name.

(b) Except as authorized by subsections (c) and (d) of

this section, the corporate name, including a fictitious name,

of a foreign corporation 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.

state for authorization to use in this state the name of another

corporation, incorporated or authorized to do business in this

state, that is not distinguishable in accordance with the

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

(i) Reserved;

(ii) Reserved.

(d) A foreign corporation may use in this state 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 foreign corporation has:

(i) Merged with the other corporation; or

(ii) Been formed by reorganization of the other

corporation; or

(iii) Acquired all or substantially all of the

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

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

(v) Has received the written consent of the other

corporation, which written consent also sets forth a description

of a proposed merger, consolidation, dissolution, amendment to

articles of incorporation or other intended corporate action

which establishes to the reasonable satisfaction of the

secretary of state that the coexistence of two (2) corporations

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using the same name will not continue for more than one hundred

twenty (120) days.

(e) If a foreign corporation authorized to transact

business in this state changes its corporate name to one that

does not satisfy the requirements of W.S. 17-16-401, it may not

transact business in this state under the changed name until it

adopts a name satisfying the requirements of W.S. 17-16-401 and

obtains an amended certificate of authority under W.S. 17-16-

1504.

17-16-1507. Registered office and registered agent

of foreign corporation.

(a) Each foreign corporation authorized to transact

business in this state 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) Reserved;

(B) Reserved;

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

shall apply to all foreign corporations.

17-16-1508. Reserved.

17-16-1509. Reserved.

17-16-1510. Reserved.

17-16-1511. Merger of foreign corporation authorized

to transact business in this state.

(a) Whenever a foreign corporation authorized to transact

business in this state shall be a party to a statutory merger

permitted by the laws of the state or country of incorporation,

it shall, within thirty (30) days after a merger becomes

Updated 07.01.2021 Page 158 of 199

effective, file with the secretary of state a current

certificate of evidence issued by the proper officer of the

state or country of incorporation which sets forth:

(i) The date of filing;

(ii) The names of each corporation involved and the

states of incorporation; and

(iii) The name of the surviving corporation.

(b) It shall not be necessary for the corporation to

procure either a new or amended certificate of authority to

transact business in this state unless the name of the

corporation is changed by merger or unless the corporation

desires to pursue in this state other or additional purposes

than those which it is then authorized to transact in this

state.

17-16-1520. Withdrawal of foreign corporation.

(a) A foreign corporation authorized to transact business

in this state may not withdraw from this state until it obtains

a certificate of withdrawal from the secretary of state.

(b) A foreign corporation authorized to transact business

in this state may apply for a certificate of withdrawal by

delivering an application to the secretary of state for filing.

The application shall set forth:

(i) The name of the foreign corporation and the name

of the state or country under whose law it is incorporated;

(ii) That it is not transacting business in this

state and that it surrenders its authority to transact business

in this state;

(iii) That it revokes the authority of its registered

agent to accept service on its behalf and appoints the secretary

of state as its agent for service of process in any proceeding

based on a cause of action arising during the time it was

authorized to transact business in this state;

(iv) A mailing address and an email address to which

the secretary of state may provide a copy of any process served

on him under paragraph (iii) of this subsection; and

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(v) A commitment to notify the secretary of state in

the future of any change in its mailing address and email

address.

service of process on the secretary of state under this section

is service on the foreign corporation. Upon receipt of process,

the secretary of state shall provide a copy of the process to

the foreign corporation at the mailing address or email address

set forth under subsection (b) of this section.

17-16-1521. Reserved.

17-16-1522. Reserved.

17-16-1523. Reserved.

17-16-1530. Grounds for revocation.

(a) The secretary of state may commence a proceeding under

W.S. 17-16-1531 to revoke the certificate of authority of a

foreign corporation authorized to transact business in this

state if:

(i) The corporation does not deliver its annual

reports or pay the annual license taxes to the secretary of

state when due pursuant to W.S. 17-16-1630;

(ii) Reserved;

(iii) The foreign corporation is without a registered

agent or registered office in this state;

(iv) The foreign corporation does not inform the

secretary of state under W.S. 17-28-102 or 17-28-103 that its

registered agent or registered office has changed, that its

registered agent has resigned, or that its registered office has

been discontinued within thirty (30) days of the change,

resignation or discontinuance;

(v) An incorporator, director, officer or agent of

the foreign corporation signed a document he knew was false in

any material respect with intent that the document be delivered

to the secretary of state for filing;

(vi) Reserved;

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(vii) The corporation has failed to respond to a

valid and enforceable subpoena; or

(A) Has provided fraudulent information or has

failed to correct false information upon request of the

secretary of state on any filing under this act with the

secretary of state; or

(B) Cannot be served either by the registered

agent or by mail or electronically by the secretary of state

acting as the agent for process.

(viii) It is in the public interest and the

corporation:

(A) Has provided fraudulent information or has

failed to correct false information upon request of the

secretary of state on any filing under this act with the

secretary of state; or

(B) Cannot be served either by the registered

agent or by mail or electronically by the secretary of state

acting as the agent for process.

(ix) The foreign corporation has failed to pay any

penalties imposed under W.S. 17-28-109.

(b) Prior to commencing a proceeding under W.S. 17-16-1531

the secretary of state may classify a foreign corporation as

delinquent awaiting administrative revocation if the foreign

corporation meets any of the criteria in subsection (a) of this

section.

17-16-1531. Procedure for and effect of revocation.

(a) If the secretary of state determines that one (1) or

more grounds exist under W.S. 17-16-1530 for revocation of a

certificate of authority, he shall serve the foreign corporation

with written notice of his determination under W.S. 17-28-104.

(b) If the foreign corporation does not correct each

ground for revocation or demonstrate to the reasonable

satisfaction of the secretary of state that each ground

determined by the secretary of state does not exist within sixty

(60) days after service of the notice is perfected under W.S.

17-28-104, the secretary of state may revoke the foreign

corporation's certificate of authority by signing, either

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manually or in facsimile, a certificate of revocation that

recites the ground or grounds for revocation and its effective

date. The secretary of state shall file the original of the

certificate and serve a copy on the foreign corporation under

W.S. 17-28-104.

business in this state ceases on the date shown on the

certificate revoking its certificate of authority.

(d) The secretary of state's revocation of a foreign

corporation's certificate of authority appoints the secretary of

state the foreign corporation's agent for service of process in

any proceeding based on a cause of action which arose during the

time the foreign corporation was authorized to transact business

in this state. Service of process on the secretary of state

under this subsection is service on the foreign corporation.

Upon receipt of process, the secretary of state shall either:

(i) Mail a copy of the process to the secretary of

the foreign corporation at its principal office shown in its

most recent annual report or in any subsequent communication

received from the corporation stating the current mailing

address of its principal office, or, if none are on file, in its

application for a certificate of authority; or

(ii) Electronically submit a copy of the process to

the foreign corporation's email address.

(e) Revocation of a foreign corporation's certificate of

authority does not terminate the authority of the registered

agent of the corporation.

17-16-1532. Appeal from revocation.

(a) A foreign corporation may appeal the secretary of

state's revocation of its certificate of authority pursuant to

W.S. 16-3-114, within thirty (30) days after service of the

certificate of revocation is perfected under W.S. 17-28-104. The

foreign corporation appeals by petitioning the court to set

aside the revocation and attaching to the petition copies of its

certificate of authority and the secretary of state's

certificate of revocation.

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

to reinstate the certificate of authority or may take any other

action the court considers appropriate.

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civil proceedings.

17-16-1533. Applicability of chapter to foreign

limited liability companies.

To the extent not inconsistent with the Wyoming Limited

Liability Company Act, W.S. 17-29-101 through 17-29-1105 and the

provisions of this chapter, a limited liability company

organized in another jurisdiction shall do business in Wyoming

by complying with the applicable provisions of this article. The

certificate of authority of a limited liability company

organized in another jurisdiction shall be revoked and

reinstated as provided in this act.

17-16-1534. Applicability of chapter 23 to foreign

statutory trust companies.

To the extent not inconsistent with the Wyoming Statutory Trust

Act, W.S. 17-23-101 through 17-23-302, a statutory trust as

defined in W.S. 17-23-102(a)(v), which is organized in another

jurisdiction may do business in Wyoming by complying with W.S.

17-16-1501 through 17-16-1507, 17-16-1520 and 17-16-1530 through

17-16-1532.

17-16-1535. Reinstatement following revocation of

certificate of authority.

(a) An officer or other person with proper authority at

the time a foreign corporation had its certificate of authority

revoked under W.S. 17-16-1531 may apply to the secretary of

state for reinstatement of its certificate of authority within

two (2) years after the effective date of revocation.

Reinstatement may be denied by the secretary of state if the

corporation has been the subject of a secretary of state and law

enforcement investigation pertaining to fraud or any other

violation of state or federal law, or if there is other reason

to believe the corporation was engaged in illegal operations.

The application shall:

(i) Recite the name of the corporation and the

effective date of the revocation of its certificate of

authority;

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(ii) State that the ground or grounds for revocation

either did not exist or have been eliminated;

(iii) Reserved;

(iv) If the foreign corporation's certificate of

authority was revoked for failing to deliver its annual report

or pay the annual license taxes to the secretary of state when

due pursuant to W.S. 17-16-1630, include payment of fees and

taxes then delinquent and a reinstatement certificate fee

prescribed pursuant to W.S. 17-16-122;

(v) If the foreign corporation's certificate of

authority was revoked for failure to maintain a registered

agent, include payment of a two hundred fifty dollar ($250.00)

reinstatement fee and payment of any fees and taxes then

delinquent; and

(vi) Include proof that the foreign corporation is

currently in good standing in the state of formation.

(b) If the secretary of state determines that the

application contains the information required by subsection (a)

of this section and that the information is correct, he shall

cancel the certificate of revocation and prepare a certificate

of reinstatement that recites his determination and the

effective date of reinstatement, file the original of the

certificate, and serve a copy on the corporation under W.S. 17-

28-104.

to and takes effect as of the effective date of the revocation

of the certificate of authority and the foreign corporation

resumes carrying on its business as if the revocation had never

occurred.

(d) The foreign corporation shall retain its registered

corporate name during the two (2) year reinstatement period.

(e) If more than two (2) years has elapsed since the

revocation of a foreign corporation's certificate of authority,

the foreign corporation may reapply for a certificate of

authority to transact business pursuant to W.S. 17-16-1503. If

the foreign corporation continues transacting business in

Wyoming after the two (2) year period elapsed, the foreign

corporation shall be subject to the penalty for transacting

business without authority as set forth in W.S. 17-16-1502(d).

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(f) A person who files any document under this section

without proper corporate authority to do so is in violation of

W.S. 6-5-308.

17-16-1536. Appeal from denial of reinstatement.

(a) If the secretary of state denies a foreign

corporation's application for reinstatement following

administrative revocation, he shall serve the corporation under

W.S. 17-28-104 with a written notice that explains the reason or

reasons for denial.

(b) The foreign corporation may appeal the denial of

reinstatement to the district court within thirty (30) days

after service of the notice of denial is perfected. The foreign

corporation appeals by petitioning the court to set aside the

revocation and attaching to the petition copies of the secretary

of state's certificate of revocation, the foreign corporation's

application for reinstatement and the secretary of state's

notice of denial.

to reinstate the foreign corporation's certificate of authority

or may take other action the court considers appropriate.

(d) The court's final decision may be appealed as in other

civil proceedings.

ARTICLE 16 - RECORDS AND REPORTS

17-16-1601. Corporate records.

(a) A corporation shall keep as permanent records minutes

of all meetings of its shareholders and board of directors, a

record of all actions taken by the shareholders or board of

directors without a meeting, and a record of all actions taken

by a committee of the board of directors in place of the board

of directors on behalf of the corporation.

(b) A corporation shall maintain appropriate accounting

records.

of a corporation shall be kept in a form that permits

preparation of a list of the identities of all shareholders, in

alphabetical or numerical order by class of shares showing the

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number and class of shares held by each. The list shall also

show each shareholder's physical mailing address, if the

identity of a shareholder on the list consists of the

shareholder's name, and each shareholder's authorized means of

receipt for electronic transmissions, if the identity of a

shareholder on the list consists of the shareholder's data

address. A record of shareholders may show both the

shareholder's name and data address.

(d) Records administered by or on behalf of, or maintained

by, a corporation may be kept on, or by means of, or be in the

form of any information storage device or method or any one (1)

or more distributed or other electronic networks or databases

provided that the records are kept in written form or in another

form capable of conversion into written form within a reasonable

time.

(e) A corporation shall keep a copy of the following

records at its principal office:

(i) Its articles or restated articles of

incorporation and all amendments to them currently in effect;

(ii) Its bylaws or restated bylaws and all amendments

to them currently in effect;

(iii) Resolutions adopted by its board of directors

creating one (1) or more classes or series of shares, and fixing

their relative rights, preferences and limitations, if shares

issued pursuant to those resolutions are outstanding;

(iv) The minutes of all shareholders' meetings, and

records of all action taken by shareholders without a meeting,

for the past three (3) years;

(v) All written communications to shareholders

generally within the past three (3) years, including the

financial statements furnished for the past three (3) years

under W.S. 17-16-1620;

(vi) A list of the names and business addresses of

its current directors and officers; and

(vii) Its most recent annual report delivered to the

secretary of state under W.S. 17-16-1630.

17-16-1602. Inspection of records by shareholders.

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(a) A shareholder of a corporation is entitled to inspect

and copy, during regular business hours at the corporation's

principal office, any of the records of the corporation

described in W.S. 17-16-1601(e) if the shareholder gives the

corporation written notice of the shareholder's demand at least

five (5) business days before the date on which the shareholder

wishes to inspect and copy.

(b) A shareholder who has been of record for at least six

(6) months immediately preceding his demand and who shall be the

holder of record of at least five percent (5%) of all the

outstanding shares of a corporation is entitled to inspect and

copy, during regular business hours at a reasonable location

specified by the corporation, any of the following records of

the corporation if the shareholder meets the requirements of

subsection (c) of this section and gives the corporation written

notice of the shareholder's demand at least five (5) business

days before the date on which the shareholder wishes to inspect

and copy:

(i) Excerpts from minutes of any meeting of the board

of directors, records of any action of a committee of the board

of directors while acting in place of the board of directors on

behalf of the corporation, minutes of any meeting of the

shareholders, and records of action taken by the shareholders or

board of directors without a meeting, to the extent not subject

to inspection under W.S. 17-16-1602(a);

(ii) Accounting records of the corporation; and

(iii) The record of shareholders.

described in subsection (b) of this section only if:

(i) The shareholder's demand is made in good faith

and for a proper purpose;

(ii) The shareholder describes with reasonable

particularity his purpose and the records he desires to inspect;

and

(iii) The records are directly connected with the

shareholder's purpose.

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(d) The right of inspection granted by this section may

not be abolished or limited, but may be expanded, by a

corporation's articles of incorporation or bylaws.

(e) This section does not affect:

(i) The right of a shareholder to inspect records

under W.S. 17-16-720 or, if the shareholder is in litigation

with the corporation, to the same extent as any other litigant;

(ii) The power of a court, independently of this act,

to compel the production of corporate records for examination.

(f) For purposes of this section, "shareholder" includes a

beneficial owner whose shares are held in a voting trust or by a

nominee on his behalf.

17-16-1603. Scope of inspection right.

(a) A shareholder's agent or attorney has the same

inspection and copying rights as the shareholder he represents.

(b) The right to copy records under W.S. 17-16-1602

includes, if reasonable, the right to receive copies by

xerographic or other means, including copies through an

electronic transmission if available and so requested by the

shareholder.

to inspect the record of shareholders under W.S. 17-16-

1602(b)(iii) by providing the shareholder with a list of its

shareholders that was compiled no earlier than the date of the

shareholder's demand.

(d) The corporation may impose a reasonable charge,

covering the costs of labor and material, for copies of any

documents provided to the shareholder. The charge may not exceed

the estimated cost of production, reproduction or transmission

of the records.

17-16-1604. Court ordered inspection.

(a) If a corporation does not allow a shareholder who

complies with W.S. 17-16-1602(a) to inspect and copy any records

required by that subsection to be available for inspection, the

district court of the county where the corporation's principal

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office, or, if none in this state, its registered office, is

located may summarily order inspection and copying of the

records demanded at the corporation's expense upon application

of the shareholder.

(b) If a corporation does not within a reasonable time

allow a shareholder to inspect and copy any other record, the

shareholder who complies with W.S. 17-16-1602(b) and (c) may

apply to the district court in the county where the

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

registered office, is located for an order to permit inspection

and copying of the records demanded. The court shall dispose of

an application under this subsection on an expedited basis.

records demanded, it shall also order the corporation to pay the

shareholder's expenses, including reasonable counsel fees,

incurred to obtain the order unless the corporation proves that

it refused inspection in good faith because it had a reasonable

basis for doubt about the right of the shareholder to inspect

the records demanded.

(d) If the court orders inspection and copying of the

records demanded, it may impose reasonable restrictions on the

use or distribution of the records by the demanding shareholder.

17-16-1605. Inspection of records by directors.

(a) A director of a corporation is entitled to inspect and

copy the books, records and documents of the corporation at any

reasonable time to the extent reasonably related to the

performance of the director's duties as a director, including

duties as a member of a committee, but not for any other purpose

or in any manner that would violate any duty to the corporation.

(b) The district court of the county where the

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

registered office, is located may order inspection and copying

of the books, records and documents at the corporation's

expense, upon application of a director who has been refused

inspection rights, unless the corporation establishes that the

director is not entitled to those inspection rights. The court

shall dispose of an application under this subsection on an

expedited basis.

provisions protecting the corporation from undue burden or

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expense, and prohibiting the director from using information

obtained upon exercise of the inspection rights in a manner that

would violate a duty to the corporation, and may also order the

corporation to reimburse the director for the director's

expenses, including reasonable counsel fees, incurred in

connection with the application unless the corporation proves

that it refused inspection in good faith because it had a

reasonable basis for doubt about the right of the director to

inspect the records demanded.

17-16-1606. Exception to notice requirement.

(a) Whenever notice is required to be given under any

provision of this act to any shareholder, the notice shall not

be required to be given if:

(i) Notice of two (2) consecutive annual meetings,

and all notices of meetings during the period between the two

(2) consecutive annual meetings, have been sent to the

shareholder at the shareholder's address as shown on the records

of the corporation and have been returned undeliverable; or

(ii) All, but not less than two (2), payments of

dividends on securities during a twelve (12) month period, or

two (2) consecutive payments of dividends on securities during a

period of more than twelve (12) months, have been sent to the

shareholder at the shareholder's address as shown on the records

of the corporation and have been returned undeliverable.

(b) If any shareholder shall deliver to the corporation a

written notice setting forth the shareholder's then current

address, the requirement that notice be given to the shareholder

shall be reinstated.

17-16-1620. Financial statements for shareholders.

(a) A corporation shall furnish, upon request, to its

shareholders annual financial statements, which may be

consolidated or combined statements of the corporation and one

(1) or more of its subsidiaries, as appropriate, that include a

balance sheet as of the end of the fiscal year, an income

statement for that year, and a statement of changes in

shareholders' equity for the year unless that information

appears elsewhere in the financial statements. If financial

statements are prepared for the corporation on the basis of

generally accepted accounting principles, the annual financial

statements shall also be prepared on that basis. If detailed

Updated 07.01.2021 Page 170 of 199

financial statements are not prepared for the corporation on an

annual basis, then a copy of its federal income tax return will

satisfy the requirements of this section.

(b) If the annual financial statements are reported upon

by a public accountant, his report shall accompany them. If not,

the statements shall be accompanied by a statement of the

president or the person responsible for the corporation's

accounting records:

(i) Stating his reasonable belief whether the

statements were prepared on the basis of generally accepted

accounting principles and, if not, describing the basis of

preparation; and

(ii) Describing any respects in which the statements

were not prepared on a basis of accounting consistent with the

statements prepared for the preceding year.

financial statements to each shareholder within one hundred

twenty (120) days after the close of each fiscal year.

Thereafter, on written request from a shareholder who was not

mailed the statements, the corporation shall mail the

shareholder the latest financial statements.

17-16-1621. Reserved.

17-16-1622. Other reports to shareholders.

(a) If a corporation indemnifies or advances expenses to a

director under W.S. 17-16-851 through 17-16-854 in connection

with a proceeding by or in the right of the corporation, the

corporation shall report the indemnification or advance in

writing to the shareholders with or before the notice of the

next shareholders' meeting.

(b) If a corporation issues or authorizes the issuance of

shares for promissory notes or for promises to render services

in the future, the corporation shall report in writing to the

shareholders the number of shares authorized or issued, and the

consideration received by the corporation, with or before the

notice of the next shareholders' meeting.

17-16-1630. Filing of reports and payment of tax

required; amount of tax; exemptions; records.

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(a) Every corporation organized under the laws of this

state and every foreign corporation which obtains the right to

transact and carry on business within this state (except banks,

insurance companies and savings and loan associations) shall

file with the secretary of state on or before the first day of

the month of registration of every year a certification, under

the penalty of perjury, by its treasurer or other fiscal agent

setting forth its capital, property and assets located and

employed in the state of Wyoming. The statement shall give the

names and addresses of its officers and directors and the

address of its principal office. On or before the first day of

the month of registration of every year the corporation shall

pay to the secretary of state in addition to all other statutory

taxes and fees a license tax based upon the sum of its capital,

property and assets reported, of sixty dollars ($60.00) or two-

tenths of one mill on the dollar ($.0002), whichever is greater.

(b) The provisions of W.S. 17-16-1630(a) shall be modified

as follows:

(i) Repealed By Laws 2000, Ch. 35, § 2.

(ii) Any corporation engaged in the public calling of

carrying goods, passengers or information interstate is not

required to comply with the provisions of W.S. 17-16-1630(a)

except to the extent of capital, property and assets used in

intrastate business in this state;

(iii) The value of all mines and mining claims from

which gold, silver and other precious metals, soda, saline,

coal, mineral oil or other valuable deposit, is or shall be

produced is deemed equivalent to the assessed value of the gross

product thereof, for the previous year;

(iv) The assessed value of any property shall be its

actual value.

current as of the end of the corporation's fiscal year

immediately preceding the date the annual report is executed on

behalf of the corporation. All other information in the annual

report shall be current as of the date the annual report is

executed on behalf of the corporation.

(d) If an annual report does not contain the information

required by this section, the secretary of state shall promptly

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notify the reporting domestic or foreign corporation in writing

and return the report to it for correction.

(e) Every corporation registered or authorized to do

business in the state of Wyoming shall preserve for three (3)

years at its principal place of business, suitable records and

books as may be necessary to determine the amount of tax for

which it is liable for under this act. All records and books

shall be available for examination by the secretary of state or

his designee during regular business hours except as arranged by

mutual consent.

(f) In addition to other fees provided under this section,

each corporation shall pay one hundred dollars ($100.00), except

for foreign corporations which shall pay one hundred fifty

dollars ($150.00), to the secretary of state for initial

incorporation or qualification to do business in Wyoming.

17-16-1631. Repealed By Laws 1997, ch. 192, § 3.

17-16-1632. Repealed By Laws 1997, ch. 192, § 3.

17-16-1633. Repealed By Laws 1997, ch. 192, § 3.

ARTICLE 17 - TRANSITION PROVISIONS

17-16-1701. Application to existing domestic

corporations.

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

this act applies to domestic corporations in existence on its

effective date that were incorporated under any general statute

of this state providing for incorporation of corporations for

profit if power to amend or repeal the statute under which the

corporation was incorporated was reserved.

(b) For corporations incorporated in Wyoming prior to the

effective date of this act, the cumulative voting and

shareholder preemptive rights provisions contained in former

W.S. 17-1-123 and 17-1-130 are continued for a period of four

(4) years from the effective date of this act unless the

corporation amends its articles of incorporation to provide

otherwise.

17-16-1702. Applications to qualified foreign

corporations.

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A foreign corporation authorized to transact business in this

state on the effective date of this act is subject to this act

but is not required to obtain a new certificate of authority to

transact business under this act.

17-16-1703. Saving provisions.

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

the repeal of a statute by this act does not affect:

(i) The operation of the statute or any action taken

under it before its repeal;

(ii) Any ratification, right, remedy, privilege,

obligation or liability acquired, accrued or incurred under the

statute before its repeal;

(iii) Any violation of the statute, or any penalty,

forfeiture or punishment incurred because of the violation,

before its repeal; or

(iv) Any proceeding, reorganization or dissolution

commenced under the statute before its repeal, and the

proceeding, reorganization or dissolution may be completed in

accordance with the statute as if it had not been repealed.

(b) If a penalty or punishment imposed for violation of a

statute repealed by this act is reduced by this act, the penalty

or punishment if not already imposed shall be imposed in

accordance with this act.

17-16-1704. Reserved.

17-16-1705. Reserved.

17-16-1706. Reserved.

17-16-1720. Transfer of a Wyoming corporation to

another jurisdiction.

(a) A corporation incorporated, domesticated or continued

under this act may, if authorized by resolution duly adopted as

set forth in subsection (g) of this section, and by the laws of

any other jurisdiction, within or without the United States,

apply to the proper officer of the other jurisdiction for a

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certificate of registration, and to the secretary of state of

this state for a certificate of transfer. The application for

certificate of transfer shall set forth the following:

(i) The name of the corporation immediately prior to

the transfer, and if that name is unavailable for use in the

foreign jurisdiction or the corporation desires to change its

name in connection with the transfer, the name by which the

corporation will be known in the foreign jurisdiction;

(ii) A statement of the jurisdiction to which the

corporation is to be transferred;

(iii) A statement that the corporation shall

surrender its certificate of incorporation under this act upon

the effectiveness of the transfer;

(iv) A statement that the transfer was duly approved

by the directors and the shareholders in the manner required

under subsection (g) of this section; and

(v) Any other terms and conditions of the transfer,

including any desired amendments to the articles of

incorporation of the corporation following its transfer.

(b) The secretary of state shall require that the

corporation maintain within the state an agent for service of

process for at least one (1) year after the transfer is effected

and shall impose any conditions he considers appropriate for the

protection of creditors and stockholders, including the

provision of notice to the public of the application described

in subsection (a) of this section, the provision of a bond or a

deposit of funds in an appropriate depository located in Wyoming

and subject to the jurisdiction of the courts of Wyoming, and if

such conditions are not met, the secretary of state may refuse

to issue a certificate of transfer.

applicant and the secretary with subsections (a) and (b) of this

section and receipt of payment of the special toll charge

prescribed by subsection (e) of this section shall immediately

transmit a notice of issuance of a certificate of transfer to

the proper officer of the jurisdiction to which the corporation

is transferred.

(d) Upon issuance of a certificate of transfer, the

corporation shall be continued as if it had been incorporated

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under the laws of the other jurisdiction and becomes a

corporation under the laws of the other jurisdiction upon

issuance by such jurisdiction of a certificate of registration.

(e) Every corporation organized, domesticated or continued

under the laws of this state in order to receive a certificate

of transfer pursuant to subsection (c) of this section shall pay

to the secretary of state, in addition to all other statutory

taxes and fees, a special toll charge of sixty dollars ($60.00).

(f) Repealed By Laws 2009, Ch. 115, § 3.

(g) A resolution to transfer the corporation to another

jurisdiction shall be adopted by the board of directors, and

shall thereafter be submitted to the shareholders for their

approval. The board of directors shall also transmit to the

shareholders a recommendation that the shareholders approve the

resolution, unless the board of directors makes a determination

that because of conflicts of interest or other special

circumstances it should not make such a recommendation, in which

case the board of directors shall transmit to the shareholders

the basis for that determination. The board of directors may

condition its submission of the resolution to the shareholders

on any basis. If the approval of the shareholders is to be given

at a meeting, the corporation shall notify each shareholder,

whether or not entitled to vote, of the meeting of shareholders

at which the resolution for transfer is to be submitted for

approval. The notice shall contain or be accompanied by a copy

or summary of the resolution and of the articles of

incorporation of the corporation as they will be in effect in

the new jurisdiction immediately after the transfer. Unless the

articles of incorporation or the board of directors requires a

greater vote or a greater number of votes to be present,

approval of the resolution requires the affirmative vote of a

majority of the shareholders at a meeting at which a quorum,

consisting of a majority of the votes entitled to be cast, is

present, and, if any class or series of shares is entitled to

vote as a separate group on the resolution, the approval of each

such separate voting group at a meeting at which a quorum of the

voting group consisting of at least a majority of the votes

entitled to be cast on the resolution by that voting group

exists. Separate voting by voting groups is required to the

extent the same would be required for a proposed amendment to

the articles of incorporation.

(h) The corporation may represent to the proper officer of

the jurisdiction to which the corporation is transferred that

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the laws of the state of Wyoming permit such transfer, and may

describe the permission extended by this section as authorizing

the domestication, continuance or other transfer of domicile as

may be required by the laws of the foreign jurisdiction in order

for the corporation to be accepted in that jurisdiction,

provided that the corporation may not misrepresent the

requirements or effects of the provisions of this section.

ARTICLE 18 - DOMESTICATION AND CONTINUANCE OF FOREIGN

CORPORATIONS; TRANSFER OF DOMESTIC CORPORATIONS

17-16-1801. Domestication of foreign corporations.

Any corporation incorporated under the laws of any of the

several states of the United States for any purpose except

acting as an insurer as defined in W.S. 26-1-102(a)(xvi), or

acting as a financial institution as described by W.S. 13-1-

101(a)(ix) may become a domestic corporation of this state by

delivering or causing to be delivered to the secretary of state

articles of domestication. Upon filing the articles of

domestication, the secretary of state shall issue to the foreign

corporation a certificate of domestication which shall continue

the corporation as if it had been incorporated under this act.

The articles of domestication, upon being filed by the secretary

of state, constitute the articles of the domesticated foreign

corporation and it shall thereafter have all the powers and

privileges and be subjected to all the duties and limitations

granted and imposed upon domestic corporations under the

provisions of the Wyoming Business Corporation Act. A

corporation does not become a resident for the purpose of W.S.

16-6-101 through 16-6-118 solely because it becomes a domestic

corporation under this section.

17-16-1802. Application for certificate of

domestication; articles of domestication.

(a) A foreign corporation, in order to procure a

certificate of domestication shall file articles of

domestication with the secretary of state, which articles shall

include and set forth:

(i) A certified copy of its original articles of

incorporation and all amendments thereto or its equivalent basic

corporate charter or other authorization, and a certificate of

good standing not more than thirty (30) days old;

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(ii) The name of the corporation and the jurisdiction

under the laws of which it is incorporated;

(iii) The date of incorporation and the period of

duration of the corporation;

(iv) The address of the principal office of the

corporation and the jurisdiction under the laws of which it is

incorporated;

(v) The address of the proposed registered office of

the corporation in this state, and the name of its proposed

registered agent in this state at that address;

(vi) The purpose or purposes of the corporation which

it proposes to pursue in the transaction of business in this

state;

(vii) The names and addresses of the directors and

officers of the corporation;

(viii) A statement of the aggregate number of shares

or other ownership units which the corporation has authority to

issue, itemized by classes, par value of shares, shares without

par value and series, if any, within a class;

(ix) A statement of the aggregate number of issued

shares or other ownership units itemized by classes, par value

of shares, shares without par value and series, if any, within a

class;

(x) A statement that the corporation accepts the

constitution of this state in compliance with the requirement of

article 10, section 5 of the Wyoming constitution;

(xi) Any additional information as may be necessary

or appropriate to enable the secretary of state to determine

whether the corporation is entitled to a certificate of

domestication evidencing its authority to transact business in

this state, and to determine and assess the fees and license

taxes under the laws of this state.

17-16-1810. Continuance of foreign corporations.

(a) Subject to subsection (b) of this section, any

corporation incorporated for any purpose except acting as an

insurer as defined in W.S. 26-1-102(a)(xvi), or acting as a

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financial institution as described by W.S. 13-1-101(a)(ix) under

the laws of any jurisdiction other than this state may, if the

jurisdiction will acknowledge the corporation's termination of

domicile in the foreign jurisdiction, apply to the secretary of

state for registration under this act, thus continuing the

foreign corporation in Wyoming as if it had been incorporated in

this state. The secretary of state may issue a certificate of

registration upon receipt of an application supported by

articles of continuance as provided by this act together with

the statements, information and documents set out in subsection

issued subject to any limitations and conditions and may contain

any provisions as may appear proper to the secretary of state.

(b) The secretary of state shall cause notice of issuance

of a certificate of registration to be given forthwith to the

proper officer of the jurisdiction in which the corporation was

previously incorporated.

corporation with the secretary of state shall contain:

(i) A certified copy of its original articles of

incorporation and all amendments thereto or its equivalent basic

corporate charter or other authorization;

(ii) The name of the corporation and the jurisdiction

under the laws of which it is incorporated;

(iii) The date of incorporation and the period of

duration of the corporation;

(iv) The address of the principal office of the

corporation;

(v) The address of the proposed registered office of

the corporation in this state and the name of its proposed

registered agent in this state at the address;

(vi) The purpose or purposes of the corporation which

it proposes to pursue in the transaction of business in this

state;

(vii) The names and respective business addresses of

the directors and officers of the corporation;

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(viii) A statement of the aggregate number of shares

or other ownership units which the corporation has authority to

issue, itemized by classes, par value of shares, shares without

par value and series, if any, within a class;

(ix) A statement of the aggregate number of issued

shares or other ownership units itemized by classes, par value

of shares, shares without par value and series, if any, within a

class;

(x) Such additional information concerning capital

structure or financial status as the secretary of state deems

necessary to establish fees;

(xi) A statement that the corporation accepts the

constitution of this state in compliance with the requirements

of article 10, section 5 of the Wyoming constitution;

(xii) Any additional information necessary or

appropriate to enable the secretary of state to determine

whether the corporation is entitled to a certificate of

registration evidencing its authority to transact business in

the state and to determine and to assess any fees and taxes

under the laws of this state;

(xiii) Any additional information permitted in

articles of incorporation under W.S. 17-16-202.

(d) The application shall be executed by the corporation

by its president or other officer, director, trustee, manager or

person performing functions equivalent to those of a president

and who is authorized to execute the application on behalf of

the corporation and shall be verified by the officer signing the

application.

(e) The provisions of the articles of continuance may,

without expressly so stating, vary from the provisions of the

corporation's articles of incorporation or equivalent basic

corporate charter or other authorization, if the variation is

one which a corporation incorporated under the Wyoming Business

Corporation Act could effect by way of amendment to its articles

of incorporation. Upon issuance of a certificate of continuance

by the secretary of state, the articles of continuance shall be

deemed to be the articles of incorporation of the continued

corporation. The corporation may elect to incorporate by

reference in the articles of continuance its basic corporate

charter or other authorization which had been adopted by the

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corporation in the foreign jurisdiction, in order to permit the

same to continue to act as the articles of incorporation of the

corporation, provided, however, that such basic corporate

charter or other authorization shall be deemed amended to the

extent necessary to make the same conform to the laws of Wyoming

and to the provisions of the articles of continuance.

(f) Except for the purpose of W.S. 16-6-101 through 16-6-

118, the existence of any corporation heretofore or hereafter

issued a certificate of continuation under this act shall be

deemed to have commenced on the date the corporation commenced

its existence in the jurisdiction in which the corporation was

first formed, incorporated or otherwise came into being. The

laws of Wyoming shall apply to a corporation continuing under

this act to the same extent as if the corporation had been

incorporated under the laws of Wyoming from and after the

issuance of a certificate of continuation under this act by the

secretary of state to the corporation. When a foreign

corporation is continued as a corporation under this act, such

continuance shall not affect the corporation's ownership of its

property or liability for any existing obligations, causes of

action, claims, pending or threatened prosecutions or civil or

administrative actions, convictions, rulings, orders, judgments,

or any other characteristics or aspects of the corporation and

its existence.

(g) A share of stock of a foreign corporation issued

before the corporation's continuance in Wyoming is deemed to

have been issued in compliance with the Wyoming Business

Corporation Act and the provisions of the articles of

continuance, irrespective of whether the share is fully paid and

nonassessable, and irrespective of any designation, rights,

privileges, restrictions or conditions set out on or referred to

in the certificate representing the share, and irrespective of

whether the certificate is in registered or bearer form.

Continuance under this act does not deprive a stockholder of any

right or privilege that he claims under, or relieve the

stockholder of any liability in respect of, an issued share.

(h) As used in this section, the term "corporation" shall

include any incorporated organization, foundation, trust,

association, or similar entity which appears to the secretary of

state to possess characteristics sufficiently similar to those

of a corporation organized under the Wyoming Business

Corporation Act.

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(j) This act applies to all corporations continued in

Wyoming on the effective date of this act. The repeal of any

statute or part thereof by this act shall have such effect as is

provided in W.S. 17-16-1703.

CHAPTER 3 - PRACTICE OF PROFESSIONS BY CORPORATIONS

17-3-101. Practice of profession through licensed

stockholder or employee authorized.

A corporation organized under the Wyoming Business Corporation

Act or the Wyoming Statutory Close Corporation Supplement, whose

capital stock is owned exclusively by a person or persons

licensed to practice a profession by the state of Wyoming or by

an agency, office or instrumentality authorized by the laws of

Wyoming to license individuals for the practice of such

profession, may, by and through the person or persons of such

licensed stockholder or stockholders, or licensed employees,

practice and offer professional services in such profession.

17-3-102. Licensed stockholder or employee subject

to certain requirements.

No corporation may offer professional services or practice a

profession except by and through the person or persons of its

licensed stockholder or stockholders, or licensed employees,

each of whom shall retain his professional license in good

standing, and shall remain as fully liable and responsible for

his professional activities, and subject to all rules,

regulations, standards and requirements pertaining thereto, as

though practicing individually rather than in a corporation.

17-3-103. Words or initials to be contained in

corporate name.

The corporate name of every professional corporation shall

contain either the words "A Professional Corporation" or the

capital initials "P.C.". These words or initials shall be the

last word of the name of the professional corporation.

17-3-104. Language to be contained in articles of

incorporation; location.

The articles of incorporation of a professional practice

corporation incorporated after the date of this act shall

contain the following language: "All shareholders of the

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corporation are, and will continually be, licensed in the

profession for which the corporation is formed, and no

professional service will be offered by the corporation except

by or under the supervision of licensed stockholders or licensed

employees." This language shall be inserted in the articles

immediately after the provisions pertaining to the aggregate

number of shares which the corporation is authorized to issue.

CHAPTER 17 - CLOSE CORPORATION SUPPLEMENT

ARTICLE 1 - PROVISIONS

17-17-101. Short title.

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

Statutory Close Corporation Supplement."

17-17-102. Application of Wyoming Business

Corporation Act and the provisions of W.S. 17-3-101

through 17-3-104.

(a) The Wyoming Business Corporation Act applies to

statutory close corporations to the extent not inconsistent with

the provisions of this chapter.

(b) This chapter applies to a professional corporation

organized under W.S. 17-3-101 through 17-3-104 whose articles of

incorporation contain the statement required by W.S. 17-17-

103(a), except insofar as W.S. 17-3-101 through 17-3-104 contain

inconsistent provisions.

rule of law that is or would apply to a corporation that is

organized under the Wyoming Business Corporation Act and the

provisions of W.S. 17-3-101 through 17-3-104 and that does not

elect to become a statutory close corporation under W.S. 17-17-

103.

17-17-103. Definition and election of statutory

close corporation status.

(a) A statutory close corporation is a corporation whose

articles of incorporation contain a statement that the

corporation is a statutory close corporation.

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(b) A corporation having thirty-five (35) or fewer

shareholders may become a statutory close corporation by

amending its articles of incorporation to include the statement

required by subsection (a) of this section. For corporations

formed prior to January 1, 1990, the amendment shall be approved

by all of the holders of the votes of each class or series of

shares of the corporation, whether or not otherwise entitled to

vote on amendments. For corporations formed on or after January

1, 1990, the amendment must be approved by the holders of at

least two-thirds (2/3) of the votes of each class or series of

shares of the corporation, voting as separate voting groups,

whether or not otherwise entitled to vote on amendments. If the

amendment is adopted, a shareholder who voted against the

amendment is entitled to assert dissenters' rights under W.S.

17-16-1301 through 17-16-1331.

17-17-110. Notice of statutory close corporations

status on issued shares.

(a) The following statement must appear conspicuously on

each share certificate issued by a statutory close corporation:

The rights of shareholders in a statutory close corporation may

differ materially from the rights of shareholders in other

corporations. Copies of the articles of incorporation and

bylaws, shareholders' agreements, and other documents, any of

which may restrict transfers and affect voting and other rights,

may be obtained by a shareholder on written request to the

corporation.

(b) Within a reasonable time after the issuance or

transfer of uncertificated shares, the corporation shall send to

the shareholders a written notice containing the information

required by subsection (a) of this section.

requirements of this chapter and of W.S. 17-16-627 that notice

of share transfer restrictions be given.

(d) A person claiming an interest in shares of a statutory

close corporation which has complied with the notice requirement

of this section is bound by the documents referred to in the

notice. A person claiming an interest in shares of a statutory

close corporation which has not complied with the notice

requirement of this section is bound by any documents of which

he, or a person through whom he claims, has knowledge or notice.

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(e) A corporation shall provide to any shareholder upon

his written request and without charge copies of provisions that

restrict transfer or affect voting or other rights of

shareholders appearing in articles of incorporation, bylaws, or

shareholders' or voting trust agreements filed with the

corporation.

17-17-111. Share transfer prohibition.

(a) An interest in shares of a statutory close corporation

may not be voluntarily or involuntarily transferred, by

operation of law or otherwise, except to the extent permitted by

the articles of incorporation or under W.S. 17-17-112 or

pursuant to a buy-sell agreement entered into by all the

shareholders.

(b) Except to the extent the articles of incorporation

provide otherwise, this section does not apply to a transfer:

(i) To the corporation or to any other holder of the

same class or series of shares;

(ii) To members of the shareholder's immediate

family, or to a trust, all of whose beneficiaries are members of

the shareholder's immediate family, which immediate family

consists of his spouse, parents, lineal descendants, including

adopted children and stepchildren, and the spouse of any lineal

descendant, and brothers and sisters;

(iii) That has been approved in writing by all of the

holders of the corporation's shares having general voting

rights;

(iv) To a personal representative upon the death of a

shareholder or to a trustee or receiver as the result of a

bankruptcy, insolvency, dissolution or similar proceeding

brought by or against a shareholder;

(v) By merger, consolidation or share exchange under

W.S. 17-16-1101 through 17-16-1114, or an exchange of existing

shares for other shares of a different class or series in the

corporation;

(vi) By a pledge as collateral for a loan that does

not grant the pledgee any voting rights possessed by the

pledgor; or

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(vii) Made after termination of the corporation's

status as a statutory close corporation.

17-17-112. Share transfer after first refusal by

corporation.

(a) A person desiring to transfer shares of a statutory

close corporation subject to the transfer prohibition of W.S.

17-17-111 must first offer them to the corporation by obtaining

an offer to purchase the shares for cash from a third person who

is eligible to purchase the shares under subsection (b) of this

section. The offer by the third person must be in writing and

state the offeror's name and address, the number and class, or

series, of shares offered, the offering price per share, and the

other terms of the offer.

(b) A third person is eligible to purchase the shares if:

(i) He is eligible to become a qualified shareholder

under any federal or state tax statute the corporation has

adopted and he agrees in writing not to terminate his

qualification without the approval of the remaining

shareholders; and

(ii) His purchase of the shares will not impose a

personal holding company tax or similar federal or state penalty

tax on the corporation.

the offer to the corporation, and by doing so offers to sell the

shares to the corporation on the terms of the offer. Within

twenty (20) days after the corporation receives the offer, the

corporation shall call a special shareholders' meeting, to be

held not more than forty (40) days after the call, to decide

whether the corporation should purchase all, but not less than

all, of the offered shares. The offer must be approved by the

affirmative vote of the holders of a majority of votes entitled

to be cast at the meeting, excluding votes in respect of the

shares covered by the offer.

(d) The corporation must deliver to the offering

shareholder written notice of acceptance within seventy-five

(75) days after receiving the offer or the offer is rejected. If

the corporation makes a counteroffer, the shareholder must

deliver to the corporation written notice of acceptance within

fifteen (15) days after receiving the counteroffer or the

counteroffer is rejected. If the corporation accepts the

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original offer or the shareholder accepts the corporation's

counteroffer, the shareholder shall deliver to the corporation

duly endorsed certificates for the shares, or instruct the

corporation in writing to transfer the shares if uncertificated,

within twenty (20) days after the effective date of the notice

of acceptance. The corporation may specifically enforce the

shareholder's delivery or instruction obligation under this

subsection.

(e) A corporation accepting an offer to purchase shares

under this section may allocate some or all of the shares to one

(1) or more of its shareholders or to other persons if all the

shareholders voting in favor of the purchase approve the

allocation. If the corporation has more than one (1) class or

series of shares, however, the remaining holders of the class or

series of shares being purchased are entitled to a first option

to purchase the shares not purchased by the corporation in

proportion to their shareholdings or in some other proportion

agreed to by all the shareholders participating in the purchase.

(f) If an offer to purchase shares under this section is

rejected, the offering shareholder, for a period of one hundred

twenty (120) days after the corporation received his offer, is

entitled to transfer to the third person offeror all, but not

less than all, of the offered shares in accordance with the

terms of his offer to the corporation.

17-17-113. Attempted share transfer in breach of

prohibition.

(a) An attempt to transfer shares in a statutory close

corporation in violation of a prohibition against transfer

binding on the transferee is ineffective.

(b) An attempt to transfer shares in a statutory close

corporation in violation of a prohibition against transfer that

is not binding on the transferee, either because the notice

required by W.S. 17-17-110 was not given or because the

prohibition is held unenforceable by a court, gives the

corporation an option to purchase the shares from the transferee

for the same price and on the same terms that he purchased them.

To exercise its option, the corporation must give the transferee

written notice within thirty (30) days after they are presented

for registration in the transferee's name. The corporation may

specifically enforce the transferee's sale obligation upon

exercise of its purchase option.

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17-17-114. Compulsory purchase of shares after death

of shareholder.

(a) This section, and W.S. 17-17-115 through 17-17-117,

apply to a statutory close corporation only if so provided in

its articles of incorporation. If these sections apply, the

personal representative of the estate or the surviving joint

tenant of a deceased shareholder may require the corporation to

purchase or cause to be purchased all, but not less than all, of

the decedent's shares or jointly owned shares or to be

dissolved.

(b) The provisions of W.S. 17-17-115 through 17-17-117 may

be modified only if the modification is set forth or referred to

in the articles of incorporation.

provide for application of W.S. 17-17-115 through 17-17-117, or

to modify or delete the provisions of these sections, must be

approved by the holders of at least two-thirds (2/3) of the

votes of each class or series of shares of the statutory close

corporation, voting as separate voting groups, whether or not

otherwise entitled to vote on amendments. If the corporation has

no shareholders when the amendment is proposed, it must be

approved by at least two-thirds (2/3) of the subscribers for

shares, if any, or, if none, by all of the incorporators.

(d) A shareholder who votes against an amendment to modify

or delete the provisions of W.S. 17-17-115 through 17-17-117 is

entitled to dissenters' rights under W.S. 17-16-1301 through 17-

16-1331 if the amendment upon adoption terminates or

substantially alters his existing rights under these sections to

have his shares purchased.

(e) A shareholder may waive his and his estate's rights

under W.S. 17-17-115 through 17-17-117 by a signed writing.

(f) W.S. 17-17-115 through 17-17-117 do not prohibit any

other agreement providing for the purchase of shares upon a

shareholder's death, nor do they prevent a shareholder from

enforcing any remedy he has independent of these sections.

17-17-115. Exercise of compulsory purchase right.

(a) A person entitled and desiring to exercise the

compulsory purchase right described in W.S. 17-17-114 must

deliver a written notice to the corporation, within one hundred

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twenty (120) days after the death of the shareholder, describing

the number and class or series of shares beneficially owned by

the decedent and requesting that the corporation offer to

purchase the shares.

(b) Within twenty (20) days after the effective date of

the notice, the corporation shall call a special shareholders'

meeting, to be held not more than forty (40) days after the

call, to decide whether the corporation should offer to purchase

the shares. A purchase offer must be approved by the affirmative

vote of the holders of a majority of votes entitled to be cast

at the meeting, excluding votes in respect of the shares covered

by the notice.

person requesting it within seventy-five (75) days after the

effective date of the request notice. A purchase offer must be

accompanied by the corporation's balance sheet as of the end of

a fiscal year ending not more than sixteen (16) months before

the effective date of the request notice, an income statement

for that year, a statement of changes in shareholders' equity

for that year, and the latest available interim financial

statements, if any. The person must accept the purchase offer in

writing within fifteen (15) days after receiving it or the offer

is rejected.

(d) A corporation agreeing to purchase shares under this

section may allocate some or all of the shares to one (1) or

more of its shareholders or to other persons if all the

shareholders voting in favor of the purchase offer approve the

allocation. If the corporation has more than one (1) class or

series of shares, however, the remaining holders of the class or

series of shares being purchased are entitled to a first option

to purchase the shares not purchased by the corporation in

proportion to their shareholdings or in some other proportion

agreed to by all the shareholders participating in the purchase.

(e) If price and other terms of a compulsory purchase of

shares are fixed or are to be determined by the articles of

incorporation, bylaws, or a written agreement, the price and

terms so fixed or determined govern the compulsory purchase

unless the purchaser defaults, in which event the buyer is

entitled to commence a proceeding for dissolution under W.S. 17-

17-116.

17-17-116. Court action to compel purchase.

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(a) If an offer to purchase shares made under W.S. 17-17-

115 is rejected, or if no offer is made, the person exercising

the compulsory purchase right may commence a proceeding against

the corporation to compel the purchase in the district court of

the county where the corporation's principal office, or, if none

in this state, its registered office, is located. The

corporation at its expense shall notify in writing all of its

shareholders, and any other person the court directs, of the

commencement of the proceeding. The jurisdiction of the court in

which the proceeding is commenced under this subsection is

plenary and exclusive.

(b) The court shall determine the fair value of the shares

subject to compulsory purchase in accordance with the standards

set forth in W.S. 17-17-142 together with terms for the

purchase. Upon making these determinations the court shall order

the corporation to purchase or cause the purchase of the shares

or empower the person exercising the compulsory purchase right

to have the corporation dissolved.

may petition the court to modify the terms of purchase and the

court may do so if it finds that changes in the financial or

legal ability of the corporation or other purchaser to complete

the purchase justify a modification.

(d) If the corporation or other purchaser does not make a

payment required by the court's order within thirty (30) days of

its due date, the seller may petition the court to dissolve the

corporation and, absent a showing of good cause for not making

the payment, the court shall do so.

(e) A person making a payment to prevent or cure a default

by the corporation or other purchaser is entitled to recover the

payment from the defaulter.

17-17-117. Court costs and other expenses.

(a) The court in a proceeding commenced under W.S. 17-17-

116 shall determine the total costs of the proceeding, including

the reasonable compensation and expenses of appraisers appointed

by the court and of counsel and experts employed by the parties.

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

shall assess these costs equally against the corporation and the

party exercising the compulsory purchase right.

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(b) The court may assess all or a portion of the total

costs of the proceeding:

(i) Against the person exercising the compulsory

purchase right if the court finds that the fair value of the

shares does not substantially exceed the corporation's last

purchase offer made before commencement of the proceeding and

that the person's failure to accept the offer was arbitrary, or

otherwise not in good faith; or

(ii) Against the corporation if the court finds that

the fair value of the shares substantially exceeds the

corporation's last sale offer made before commencement of the

proceeding and that the offer was arbitrary, or otherwise not

made in good faith.

17-17-120. Shareholder agreements.

(a) All the shareholders of a statutory close corporation

may agree in writing to regulate the exercise of the corporate

powers and the management of the business and affairs of the

corporation or the relationship among the shareholders of the

corporation.

(b) An agreement authorized by this section is effective

although:

(i) It eliminates a board of directors;

(ii) It restricts the discretion or powers of the

board or authorizes director proxies or weighted voting rights;

(iii) Its effect is to treat the corporation as a

partnership; or

(iv) It creates a relationship among the shareholders

or between the shareholders and the corporation that would

otherwise be appropriate only among partners.

agreement authorized by this section restricting the discretion

or powers of the board relieves directors of liability imposed

by law, and imposes that liability on each person in whom the

board's discretion or power is vested, to the extent that the

discretion or powers of the board of directors are governed by

the agreement.

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(d) A provision eliminating a board of directors in an

agreement authorized by this section is not effective unless the

articles of incorporation contain a statement to that effect as

required by W.S. 17-17-121.

(e) A provision entitling one (1) or more shareholders to

dissolve the corporation under W.S. 17-17-133 is effective only

if a statement of this right is contained in the articles of

incorporation.

(f) To amend an agreement authorized by this section, all

the shareholders must approve the amendment in writing unless

the agreement provides otherwise.

(g) Subscribers for shares may act as shareholders with

respect to an agreement authorized by this section if shares are

not issued when the agreement was made.

(h) This section does not prohibit any other agreement

between or among shareholders in a statutory close corporation.

17-17-121. Elimination of board of directors.

(a) A statutory close corporation may operate without a

board of directors if its articles of incorporation contain a

statement to that effect.

(b) An amendment to articles of incorporation eliminating

a board of directors must be approved by all the shareholders of

the corporation, whether or not otherwise entitled to vote on

amendments, or if no shares have been issued, by all the

subscribers for shares, if any, or if none, by all the

incorporators.

directors as authorized by subsection (a) of this section:

(i) All corporate powers shall be exercised by or

under the authority of, and the business and affairs of the

corporation managed under the direction of, the shareholders;

(ii) Unless the articles of incorporation provide

otherwise:

(A) Action requiring director approval or both

director and shareholder approval is authorized if approved by

the shareholders; and

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(B) Action requiring a majority or greater

percentage vote of the board of directors is authorized if

approved by the majority or greater percentage of the votes of

shareholders entitled to vote on the action.

(iii) A shareholder is not liable for his act or

omission, although a director would be, unless the shareholder

was entitled to vote on the action;

(iv) A requirement by a state or the United States

that a document delivered for filing contain a statement that

specified action has been taken by the board of directors is

satisfied by a statement that the corporation is a statutory

close corporation without a board of directors and that the

action was approved by the shareholders; and

(v) The shareholders by resolution may appoint one

(1) or more shareholders to sign documents as "designated

directors."

(d) An amendment to articles of incorporation deleting the

statement eliminating a board of directors must be approved by

the holders of at least two-thirds (2/3) of the votes of each

class or series of shares of the corporation, voting as separate

voting groups, whether or not otherwise entitled to vote on

amendments. The amendment must also specify the number, names

and addresses of the corporation's directors or describe who

will perform the duties of a board under W.S. 17-16-801.

17-17-122. Bylaws.

(a) A statutory close corporation need not adopt bylaws if

provisions required by law to be contained in bylaws are

contained in either the articles of incorporation or a

shareholder agreement authorized by W.S. 17-17-120.

(b) If a corporation does not have bylaws when its

statutory close corporation status terminates under W.S. 17-17-

131, the corporation shall immediately adopt bylaws under W.S.

17-16-206.

17-17-123. Annual meeting.

(a) The annual meeting date for a statutory close

corporation is the last business day of the third month

following the close of the business year unless its articles of

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incorporation, bylaws, or a shareholder agreement authorized by

W.S. 17-17-120 fixes a different date.

(b) A statutory close corporation need not hold an annual

meeting unless one (1) or more shareholders deliver written

notice to the corporation requesting a meeting at least thirty

(30) days before the meeting date determined under subsection

(a) of this section.

17-17-124. Execution of documents in more than one

capacity.

Notwithstanding any law to the contrary, an individual who holds

more than one (1) office in a statutory close corporation may

execute, acknowledge or verify in more than one (1) capacity any

document required to be executed, acknowledged or verified by

the holders of two (2) or more offices.

17-17-125. Limited liability.

The failure of a statutory close corporation to observe the

usual corporate formalities or requirements relating to the

exercise of its corporate powers or management of its business

and affairs is not a ground for imposing personal liability on

the shareholders for liabilities of the corporation.

17-17-130. Merger, consolidation, share exchange and

sale of assets.

(a) A plan of merger, consolidation or share exchange

that:

(i) If effected would terminate statutory close

corporation status must be approved by the holders of at least

two-thirds (2/3) of the votes of each class or series of shares

of the statutory close corporation, voting as separate voting

groups, whether or not the holders are otherwise entitled to

vote on the plan;

(ii) If effected would create the surviving or new

corporation as a statutory close corporation must be approved by

the holders of at least two-thirds (2/3) of the votes of each

class or series of shares of the surviving corporation, voting

as separate voting groups, whether or not the holders are

otherwise entitled to vote on the plan.

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(b) A sale, lease, exchange, mortgage, encumbrance or

other disposition of all or substantially all of the property,

with or without the good will, of a statutory close corporation,

if not made in the usual and regular course of business, must be

approved by the holders of at least two-thirds (2/3) of the

votes of each class or series of shares of the corporation,

voting as separate voting groups, whether or not the holders are

otherwise entitled to vote on the transaction.

17-17-131. Termination of statutory close

corporation status.

(a) A statutory close corporation may terminate its

statutory close corporation status by amending its articles of

incorporation to delete the statement that it is a statutory

close corporation. If the statutory close corporation has

elected to operate without a board of directors under W.S. 17-

17-121, the amendment must either comply with W.S. 17-16-801 or

delete the statement dispensing with the board of directors from

its articles of incorporation.

(b) An amendment terminating statutory close corporation

status must be approved by the holders of at least two-thirds

(2/3) of the votes of each class or series of shares of the

corporation, voting as separate voting groups, whether or not

the holders are otherwise entitled to vote on amendments.

corporation status is adopted, each shareholder who voted

against the amendment is entitled to assert dissenters' rights

under W.S. 17-16-1301 through 17-16-1331.

17-17-132. Effect of termination of statutory close

corporation status.

(a) A corporation that terminates its status as a

statutory close corporation is thereafter subject to all

provisions of the Wyoming Business Corporation Act and, if

incorporated under W.S. 17-3-101 through 17-3-104, to all

provisions of those statutes.

(b) Termination of statutory close corporation status does

not affect any right of a shareholder or of the corporation

under an agreement or the articles of incorporation unless this

chapter, the Wyoming Business Corporation Act, or another law of

this state invalidates the right.

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17-17-133. Shareholder option to dissolve

corporation.

(a) The articles of incorporation of a statutory close

corporation may authorize one (1) or more shareholders, or the

holders of a specified number or percentage of shares of any

class or series, to dissolve the corporation at will or upon the

occurrence of a specified event or contingency. The shareholder

or shareholders exercising this authority must give written

notice of the intent to dissolve to all the other shareholders.

Sixty (60) days after the effective date of the notice, the

corporation shall begin to wind up and liquidate its business

and affairs and file articles of dissolution under W.S. 17-16-

1403 through 17-16-1407.

(b) Unless the articles of incorporation provide

otherwise, an amendment to the articles of incorporation to add,

change or delete the authority to dissolve described in

subsection (a) of this section must be approved by the holders

of all the outstanding shares, whether or not otherwise entitled

to vote on amendments, or if no shares have been issued, by all

the subscribers for shares, if any, or if none, by all the

incorporators.

17-17-140. Court action to protect shareholders.

(a) Subject to satisfying the conditions of subsections

corporation may petition the district court for any of the

relief described in W.S. 17-17-141 through 17-17-143 if:

(i) The directors or those in control of the

corporation have acted, are acting, or will act in a manner that

is illegal, oppressive, fraudulent or unfairly prejudicial to

the petitioner, whether in his capacity as shareholder, director

or officer of the corporation;

(ii) The directors or those in control of the

corporation are deadlocked in the management of the

corporation's affairs, the shareholders are unable to break the

deadlock, and the corporation is suffering or will suffer

irreparable injury or the business and affairs of the

corporation can no longer be conducted to the advantage of the

shareholders generally because of the deadlock; or

(iii) There exists one (1) or more grounds for

judicial dissolution of the corporation under W.S. 17-16-1430.

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(b) A shareholder must commence a proceeding under

subsection (a) of this section in the district court of the

county where the corporation's principal office, or, if none in

this state, its registered office, is located. The jurisdiction

of the court in which the proceeding is commenced is plenary and

exclusive.

nonjudicial remedy to resolve disputed matters, he may not

commence a proceeding under this section with respect to the

matters until he has exhausted the nonjudicial remedy.

(d) If a shareholder has dissenters' rights under this

chapter or W.S. 17-16-1301 through 17-16-1331 with respect to

proposed corporate action, he must commence a proceeding under

this section before he is required to give notice of his intent

to demand payment under W.S. 17-16-1321 or to demand payment

under W.S. 17-16-1323 or the proceeding is barred.

(e) Except as provided in subsections (c) and (d) of this

section, a shareholder's right to commence a proceeding under

this section and the remedies available under W.S. 17-17-141

through 17-17-143 are in addition to any other right or remedy

he may have.

17-17-141. Ordinary relief.

(a) If the court finds that one (1) or more of the grounds

for relief described in W.S. 17-17-140(a) exist, it may order

such relief as it deems appropriate including one (1) or more of

the following types of relief:

(i) The performance, prohibition, alteration or

setting aside of any action of the corporation or of its

shareholders, directors, or officers or of any other party to

the proceeding;

(ii) The cancellation or alteration of any provision

in the corporation's articles of incorporation or bylaws;

(iii) The removal from office of any director or

officer;

(iv) The appointment of any individual as a director

or officer;

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(v) An accounting with respect to any matter in

dispute;

(vi) The appointment of a custodian to manage the

business and affairs of the corporation;

(vii) The appointment of a provisional director who

has all the rights, powers and duties of a duly elected director

to serve for the term and under the conditions prescribed by the

court;

(viii) The payment of dividends; or

(ix) The award of damages to any aggrieved party.

(b) If the court finds that a party to the proceeding

acted arbitrarily, or otherwise not in good faith, it may award

one (1) or more other parties their reasonable expenses,

including counsel fees and the expenses of appraisers or other

experts, incurred in the proceeding.

17-17-142. Extraordinary relief; share purchase.

(a) If the court finds that the ordinary relief described

in W.S. 17-17-141(a) is or would be inadequate or inappropriate,

it may order the corporation dissolved under W.S. 17-17-143

unless the corporation or one (1) or more of its shareholders

purchases all the shares of the shareholder for their fair value

and on terms determined under subsection (b) of this section.

(b) If the court orders a share purchase, it shall:

(i) Determine the fair value of the shares,

considering among other relevant evidence the going concern

value of the corporation, any agreement among some or all of the

shareholders fixing the price or specifying a formula for

determining share value for any purpose, the recommendations of

appraisers, if any, appointed by the court, and any legal

constraints on the corporation's ability to purchase the shares;

(ii) Specify the terms of the purchase, including if

appropriate terms for installment payments, subordination of the

purchase obligation to the rights of the corporation's other

creditors, security for a deferred purchase price, and a

covenant not to compete or other restriction on the seller;

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(iii) Require the seller to deliver all his shares to

the purchaser upon receipt of the purchase price or the first

installment of the purchase price;

(iv) Provide that after the seller delivers his

shares he has no further claim against the corporation, its

directors, officers or shareholders, other than a claim to any

unpaid balance of the purchase price and a claim under any

agreement with the corporation or the remaining shareholders

that is not terminated by the court; and

(v) Provide that if the purchase is not completed in

accordance with the specified terms, the corporation is to be

dissolved under W.S. 17-17-143.

petition the court to modify the terms of the purchase and the

court may do so if it finds that changes in the financial or

legal ability of the corporation or other purchaser to complete

the purchase justify a modification.

(d) If the corporation is dissolved because the share

purchase was not completed in accordance with the court's order,

the selling shareholder has the same rights and priorities in

the corporation's assets as if the sale had not been ordered.

17-17-143. Extraordinary relief; dissolution.

(a) The court may dissolve the corporation if it finds:

(i) There are one (1) or more grounds for judicial

dissolution under W.S. 17-16-1430; or

(ii) All other relief ordered by the court under W.S.

17-17-141 or 17-17-142 has failed to resolve the matters in

dispute.

(b) In determining whether to dissolve the corporation,

the court shall consider among other relevant evidence the

financial condition of the corporation but may not refuse to

dissolve solely because the corporation has accumulated earnings

or current operating profits.

17-17-150. Application to existing corporations.

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This chapter applies to all corporations electing statutory

close corporation status under W.S. 17-17-103 after its

effective date.

17-17-151. Reservation of power to amend or repeal.

The legislature has power to amend or repeal all or part of this

chapter at any time and all corporations subject to this chapter

are governed by the amendment or repeal.