§ 17-11-110 — Board of directors

(a) The business and affairs of the corporation shall be
managed and conducted by a board of directors, which shall
consist of not less than five (5) nor more than seven (7)
members. One (1) member of the board shall be the chief
executive officer of the Wyoming business council or other
person designated by the council. The board of directors may
exercise all the powers of the corporation except such as are
conferred by law or by the articles of incorporation or the
bylaws of the corporation upon the shareholders or members.
(b) The board of directors shall be elected in the first
instance by the incorporators and thereafter at the annual
meeting, or if no annual meeting shall be held in the year of
incorporation, then within ninety (90) days after the filing of
the articles of incorporation at a special meeting to be called
for such purpose. The directors shall hold office until the next
annual meeting of the corporation and until their successors are
elected and qualified unless sooner removed in accordance with
the provisions of the bylaws. Any vacancy in the office of a
director elected by the members shall be filled by the directors
elected by the members, and any vacancy in the office of a
director elected by the stockholders shall be filled by the
directors elected by the stockholders.
(c) Directors and officers shall not be responsible for
losses unless the same shall have been occasioned by the willful
misconduct of such directors and officers.