§ 17-16-863 — Shareholders' action

Wyoming § 17-16-863

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

Text

(a) Shareholders' action respecting a director's
conflicting interest transaction is effective for purposes of
W.S. 17-16-861(b)(ii) if a majority of the votes cast by the
holders of all qualified shares are in favor of the transaction
after:
(i) Notice to shareholders describing the action to
be taken respecting the transaction;
(ii) Provision to the corporation of the information
referred to in subsection (b) of this section; and
(iii) Communication to the shareholders entitled to
vote on the transaction of the information that is the subject
of required disclosure, or modified disclosure as described in
W.S. 17-16-862(b) if the director's conflicting interest
transaction is of the type described in that subsection, to the
extent the information is not known by them.
(b) A director who has a conflicting interest respecting
the transaction shall, before the shareholders' vote, inform the
secretary or other officer or agent of the corporation
authorized to tabulate votes, in writing, of the number of
shares that the director knows are not qualified shares under
subsection (c) of this section and the identity of the holders
of those shares.
(c) For purposes of this section:
(i) "Holder" means and "held by" refers to shares
held by both a record shareholder, as defined in W.S.
17-16-1301(a)(vi), and a beneficial shareholder as defined in
W.S. 17-16-1301(a)(i);
(ii) "Qualified shares" means all shares entitled to
be voted with respect to the transaction except for shares that
the secretary or other officer or agent of the corporation
authorized to tabulate votes either knows, or under subsection
(b) of this section is notified, are held by:
(A) A director who has a conflicting interest
respecting the transaction; or
(B) A related person of the director, excluding
a person described in W.S. 17-16-860(a)(v)(F).
(d) A majority of the votes entitled to be cast by the
holders of all qualified shares constitutes a quorum for
purposes of compliance with this section. Subject to the
provisions of subsection (e) of this section, shareholders'
action that otherwise complies with this section is not affected
by the presence of holders, or by the voting, of shares that are
not qualified shares.
(e) If a shareholders' vote does not comply with
subsection (a) of this section solely because of a director's
failure to comply with subsection (b) of this section, and if
the director establishes that the failure was not intended to
influence and did not in fact determine the outcome of the vote,
the court may give the effect, if any, to the shareholders'
vote, as the court considers appropriate in the circumstances.
(f) Where shareholders' action under this section does not
satisfy a quorum or voting requirement applicable to the
authorization of the transaction by reason of the articles of
incorporation, the bylaws or a provision of law, independent
action to satisfy those authorization requirements must be taken
by the shareholders, in which action shares that are not
qualified shares may participate.
G. Directors' Conflicting Interest Transactions