§ 17-16-1022 — Bylaw provisions relating to the election of directors

Wyoming § 17-16-1022

• Jurisdiction: Wyoming
• Title 17: Corporations, Partnerships and Associations
• Ch. 16: WYOMING BUSINESS CORPORATION ACT
• Art. 10: AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS

Text

(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
(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.
(c) A bylaw electing to be governed by this section may be
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.