§ 17-16-1003 — Amendment by board of directors and shareholders

(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.