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 […]
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 […]
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 […]
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 […]
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 […]
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 […]
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 […]
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 […]
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; (ii) The board of directors may fill the vacancy; or (iii) If the directors remaining […]
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. B. Meetings and Action of the Board
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 […]
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 […]
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 […]
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, […]
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 […]
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 […]
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 […]
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 […]
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 […]
