§ 17-16-1402 — Dissolution by board of directors and shareholders

(a) A corporation's board of directors may propose
dissolution for submission to the shareholders.
(b) For a proposal to dissolve to be adopted:
(i) The board of directors shall recommend
dissolution to the shareholders, unless the board of directors
determines that because of conflict of interest or other special
circumstances it should make no recommendation and communicates
the basis for its determination to the shareholders; and
(ii) The shareholders entitled to vote shall approve
the proposal to dissolve as provided in subsection (e) of this
section.
(c) The board of directors may condition its submission of
the proposal for dissolution on any basis.
(d) The corporation shall notify each shareholder, whether
or not entitled to vote, of the proposed shareholders' meeting
in accordance with W.S. 17-16-705. The notice shall also state
that the purpose, or one (1) of the purposes, of the meeting is
to consider dissolving the corporation.
(e) Unless the articles of incorporation or the board of
directors, acting pursuant to subsection (c) of this section,
require a greater vote or a vote by voting groups, adoption of
the proposal to dissolve shall require the approval of the
shareholders at a meeting at which a quorum consisting of at
least a majority of the votes entitled to be cast exists.