Wyoming § 17-16-858 Variation by corporate action; application of
subarticle

Wyoming Statutes

§ 17-16-858 — Variation by corporate action; application of subarticle

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

(a)A corporation may, by a provision in its articles of incorporation or bylaws or in a resolution adopted or a contract approved by its board of directors or shareholders, obligate itself in advance of the act or omission giving rise to a proceeding to provide indemnification in accordance with W.S. 17-16-851 or advance funds to pay for or reimburse expenses in accordance with W.S. 17-16-853. Any such obligatory provision shall be deemed to satisfy the requirements for authorization referred to in W.S. 17-16-853(c) and 17-16-855(c). Any provision that obligates the corporation to provide indemnification to the fullest extent permitted by law shall be deemed to obligate the corporation to advance funds to pay for or reimburse expenses in accordance with W.S. 17-16-853 to the fullest exten

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(a) A corporation may, by a provision in its articles of
incorporation or bylaws or in a resolution adopted or a contract
approved by its board of directors or shareholders, obligate
itself in advance of the act or omission giving rise to a
proceeding to provide indemnification in accordance with W.S.
17-16-851 or advance funds to pay for or reimburse expenses in
accordance with W.S. 17-16-853. Any such obligatory provision
shall be deemed to satisfy the requirements for authorization
referred to in W.S. 17-16-853(c) and 17-16-855(c). Any
provision that obligates the corporation to provide
indemnification to the fullest extent permitted by law shall be
deemed to obligate the corporation to advance funds to pay for
or reimburse expenses in accordance with W.S. 17-16-853 to the
fullest extent permitted by law, unless the provision
specifically provides otherwise.
(b) Any provision pursuant to subsection (a) of this
section shall not obligate the corporation to indemnify or
advance expenses to a director of a predecessor of the
corporation, pertaining to conduct with respect to the
predecessor, unless otherwise specifically provided. Any
provision for indemnification or advance for expenses in the
articles of incorporation, bylaws, or a resolution of the board
of directors or shareholders of a predecessor of the corporation
in a merger or in a contract to which the predecessor is a
party, existing at the time the merger takes effect, shall be
governed by W.S. 17-16-1107(a)(iv).
(c) A corporation may, by provision in its articles of
incorporation, limit any of the rights to indemnification or
advance for expenses created by or pursuant to this subarticle.
(d) This subarticle does not limit a corporation's power
to pay or reimburse expenses incurred by a director or officer
in connection with his appearance as a witness in a proceeding
at a time when he is not a party.
(e) This subarticle does not limit a corporation's power
to indemnify, advance expenses to or provide or maintain
insurance on behalf of an employee or agent.

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