§ 17-16-732 — Shareholder agreements

Wyoming § 17-16-732

• Jurisdiction: Wyoming
• Title 17: Corporations, Partnerships and Associations
• Ch. 16: WYOMING BUSINESS CORPORATION ACT
• Art. 7: SHAREHOLDERS

Text

(a) An agreement among the shareholders of a corporation
that complies with this section is effective among the
shareholders and the corporation even though it is inconsistent
with one (1) or more other provisions of this act in that it:
(i) Eliminates the board of directors or restricts
the discretion or powers of the board of directors;
(ii) Governs the authorization or making of
distributions whether or not in proportion to ownership of
shares, subject to the limitations in W.S. 17-16-640;
(iii) Establishes who shall be directors or officers
of the corporation, or their terms of office or manner of
selection or removal;
(iv) Governs, in general or in regard to specific
matters, the exercise or division of voting power by or between
the shareholders and directors or by or among any of them,
including use of weighted voting rights or director proxies;
(v) Establishes the terms and conditions of any
agreement for the transfer or use of property or the provision
of services between the corporation and any shareholder,
director, officer or employee of the corporation or among any of
them;
(vi) Transfers to one (1) or more shareholders or
other persons all or part of the authority to exercise the
corporate powers or to manage the business and affairs of the
corporation, including the resolution of any issue about which
there exists a deadlock among directors or shareholders;
(vii) Requires dissolution of the corporation at the
request of one (1) or more of the shareholders or upon the
occurrence of a specified event or contingency; or
(viii) Otherwise governs the exercise of the
corporate powers or the management of the business and affairs
of the corporation or the relationship among the shareholders,
the directors and the corporation, or among any of them, and is
not contrary to public policy.
(b) An agreement authorized by this section shall be:
(i) Set forth:
(A) In the articles of incorporation or bylaws
and approved by all persons who are shareholders at the time of
the agreement; or
(B) In a written agreement that is signed by all
persons who are shareholders at the time of the agreement and
which agreement is made known to the corporation.
(ii) Subject to amendment only by all persons who are
shareholders at the time of the amendment, unless the agreement
provides otherwise; and
(iii) Valid for ten (10) years, unless the agreement
provides otherwise. Nothing herein affects agreements in force
on July 1, 1997.
(c) The existence of an agreement authorized by this
section shall be noted conspicuously on the front or back of
each certificate for outstanding shares or on the information
statement required by W.S. 17-16-626(b). If at the time of the
agreement the corporation has shares outstanding represented by
certificates, the corporation shall recall the outstanding
certificates and issue substitute certificates that comply with
this subsection. The failure to note the existence of the
agreement on the certificate or information statement shall not
affect the validity of the agreement or any action taken
pursuant to it. Any purchaser of shares who, at the time of
purchase, did not have knowledge of the existence of the
agreement shall be entitled to rescission of the purchase. A
purchaser shall be deemed to have knowledge of the existence of
the agreement if its existence is noted on the certificate or
information statement for the shares in compliance with this
subsection and, if the shares are not represented by a
certificate, the information statement is delivered to the
purchaser at or prior to the time of purchase of the shares. An
action to enforce the right of rescission authorized by this
subsection must be commenced within the earlier of ninety (90)
days after discovery of the existence of the agreement or two
(2) years after the time of purchase of the shares.
(d) An agreement authorized by this section shall cease to
be effective when the corporation becomes a public corporation.
If the agreement ceases to be effective for any reason, the
board of directors may, if the agreement is contained or
referred to in the corporation's articles of incorporation or
bylaws, adopt an amendment to the articles of incorporation or
bylaws, without shareholder action, to delete the agreement and
any references to it.
(e) An agreement authorized by this section that limits
the discretion or powers of the board of directors shall relieve
the directors of, and impose upon the person or persons in whom
such discretion or powers are vested, liability for acts or
omissions imposed by law on directors to the extent that the
discretion or powers of the directors are limited by the
agreement.
(f) The existence or performance of an agreement
authorized by this section shall not be a ground for imposing
personal liability on any shareholder for the acts or debts of
the corporation even if the agreement or its performance treats
the corporation as if it were a partnership or results in
failure to observe the corporate formalities otherwise
applicable to the matters governed by the agreement.
(g) Incorporators or subscribers for shares may act as
shareholders with respect to an agreement authorized by this
section if no shares have been issued when the agreement is
made.
D. Derivative Proceedings