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 […]
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 […]
17-16-703. Court-ordered meeting. (a) The district court of the county where a corporation’s principal office or, if none in this state, its registered office is located may summarily order a meeting to be held: (i) On application of any shareholder of the corporation entitled to participate in an annual meeting if an annual meeting was […]
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 […]
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 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 […]
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 […]
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 […]
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 […]
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 […]
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 […]
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 […]
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 […]
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 […]
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 […]
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 […]
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 […]
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 […]
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 […]
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 […]
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.
