§ 17-16-821 — Action without meeting

Wyoming § 17-16-821

• Jurisdiction: Wyoming
• Title 17: Corporations, Partnerships and Associations
• Ch. 16: WYOMING BUSINESS CORPORATION ACT
• Art. 8: DIRECTORS AND OFFICERS

Text

(a) Unless the articles of incorporation or bylaws provide
otherwise, action required or permitted by this act to be taken
at a board of directors' meeting may be taken without a meeting
if the action is taken by the requisite number of members of the
board. The action shall be evidenced by one (1) or more written
consents describing the action taken, signed by the requisite
number of directors, or shall be sent by electronic transmission
by the requisite number of directors, and shall be included in
the minutes or filed with the corporate records reflecting the
action taken.
(b) Action taken under this section is the act of the
board of directors when one (1) or more consents signed by the
requisite number of directors are delivered to the corporation.
The consent may specify the time at which the action taken
thereunder is to be effective. A director's consent may be
withdrawn by a revocation signed by the director and delivered
to the corporation prior to delivery to the corporation of
unrevoked written consents signed by the requisite number of
directors. If action is taken by less than unanimous written
consent of the directors, the corporation shall give the
nonconsenting or nonvoting directors 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. The notice shall reasonably describe the action
taken. The requirement to give the notice shall not delay the
effectiveness of actions taken by the written consent, and a
failure to comply with the 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 director adversely
affected by a failure to give the notice within the required
time period.
(c) A consent signed under this section has the effect of
action taken at a meeting of the board of directors and may be
described as such in any document.