§ 17-16-704 — Action without meeting

(a) Action required or permitted by this act to be taken
at a shareholders' meeting may be taken without a meeting if
the action is taken by all the shareholders entitled to vote on
the action. The action shall be evidenced by one (1) or more
written consents bearing the date of signature and describing
the action taken, signed by the holders of the requisite number
of shares entitled to vote on the action, and delivered to the
corporation for inclusion in the minutes or filing with the
corporate records.
(b) The articles of incorporation may provide that any
action required or permitted by this act to be taken at a
shareholders' meeting may be taken without a meeting, and
without prior notice, if consents in writing setting forth the
action so taken are signed by the holders of outstanding shares
having not less than the minimum number of votes that would be
required to authorize or take the action at a meeting at which
all shares entitled to vote on the action were present and
voted. The written consent shall bear the date of signature of
the shareholder who signs the consent and be delivered to the
corporation for inclusion in the minutes or filing with the
corporate records.
(c) If not otherwise fixed under W.S. 17-16-703 or
17-16-707, and if prior board action is not required respecting
the action to be taken without a meeting, the record date for
determining shareholders entitled to take action without a
meeting shall be the first date on which a signed written
consent is delivered to the corporation. If not otherwise fixed
under W.S. 17-16-707 and if prior board action is required
respecting the action to be taken without a meeting, the record
date shall be the close of business on the day the resolution of
the board taking such prior action is adopted. No written
consent shall be effective to take the corporate action referred
to therein unless, within sixty (60) days of the earliest date
on which a consent delivered to the corporation as required by
this section was signed, written consents signed by sufficient
shareholders to take the action have been delivered to the
corporation. A written consent may be revoked by a writing to
that effect delivered to the corporation before unrevoked
written consents sufficient in number to take corporate action
are delivered to the corporation.
(d) A consent signed pursuant to the provisions of this
section has the effect of a vote taken at a meeting and may be
described as such in any document. Unless the articles of
incorporation, bylaws or a resolution of the board of directors
provides for a reasonable delay to permit tabulation of written
consents, the action taken by written consent shall be effective
when written consents signed by sufficient shareholders to take
the action are delivered to the corporation.
(e) If this act requires that notice of proposed action be
given to nonvoting shareholders and the action is to be taken by
written consent of the voting shareholders, the corporation
shall give its nonvoting shareholders written notice of the
action not more than ten (10) days after written consents
sufficient to take the action have been delivered to the
corporation or the later date that tabulation of consents is
completed pursuant to the authorization under subsection (d) of
this section. The notice shall reasonably describe the action
taken and contain or be accompanied by the same material that,
under any provision of this act, would have been required to be
sent to nonvoting shareholders in a notice of meeting at which
the proposed action would have been submitted to the
shareholders for action.
(f) If action is taken by less than unanimous written
consent of the voting shareholders, the corporation shall give
its nonconsenting voting shareholders written notice of the
action not more than ten (10) days after written consents
sufficient to take the action have been delivered to the
corporation, or the later date that tabulation of consents is
completed pursuant to an authorization under subsection (d) of
this section. The notice shall reasonably describe the action
taken and contain or be accompanied by the same material that,
under any provision of this act, would have been required to be
sent to voting shareholders in a notice of a meeting at which
the action would have been submitted to the shareholders for
action.
(g) The notice requirements in subsections (e) and (f) of
this section shall not delay the effectiveness of actions taken
by written consent, and a failure to comply with such notice
requirements shall not invalidate actions taken by written
consent, provided that this subsection shall not be deemed to
limit judicial power to fashion any appropriate remedy in favor
of a shareholder adversely affected by a failure to give the
notice within the required time period.
(h) An electronic transmission may be used to consent to
an action, if the electronic transmission contains or is
accompanied by information from which the corporation can
determine the date on which the electronic transmission was
signed and that the electronic transmission was authorized by
the shareholder, the shareholder's agent or the shareholder's
attorney-in-fact.
(i) Delivery of a written consent to the corporation under
this section is delivery to the corporation's registered agent
at its registered office or to the secretary of the corporation
at its principal office.