§ 17-17-121 — Elimination of board of directors

Wyoming § 17-17-121

• Jurisdiction: Wyoming
• Title 17: Corporations, Partnerships and Associations
• Ch. 17: CLOSE CORPORATION SUPPLEMENT
• Art. 1: PROVISIONS

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(a) A statutory close corporation may operate without a
board of directors if its articles of incorporation contain a
statement to that effect.
(b) An amendment to articles of incorporation eliminating
a board of directors must be approved by all the shareholders of
the corporation, whether or not otherwise entitled to vote on
amendments, or if no shares have been issued, by all the
subscribers for shares, if any, or if none, by all the
incorporators.
(c) While a corporation is operating without a board of
directors as authorized by subsection (a) of this section:
(i) All corporate powers shall be exercised by or
under the authority of, and the business and affairs of the
corporation managed under the direction of, the shareholders;
(ii) Unless the articles of incorporation provide
otherwise:
(A) Action requiring director approval or both
director and shareholder approval is authorized if approved by
the shareholders; and
(B) Action requiring a majority or greater
percentage vote of the board of directors is authorized if
approved by the majority or greater percentage of the votes of
shareholders entitled to vote on the action.
(iii) A shareholder is not liable for his act or
omission, although a director would be, unless the shareholder
was entitled to vote on the action;
(iv) A requirement by a state or the United States
that a document delivered for filing contain a statement that
specified action has been taken by the board of directors is
satisfied by a statement that the corporation is a statutory
close corporation without a board of directors and that the
action was approved by the shareholders; and
(v) The shareholders by resolution may appoint one
(1) or more shareholders to sign documents as "designated
directors."
(d) An amendment to articles of incorporation deleting the
statement eliminating a board of directors must be approved by
the holders of at least two-thirds (2/3) of the votes of each
class or series of shares of the corporation, voting as separate
voting groups, whether or not otherwise entitled to vote on
amendments. The amendment must also specify the number, names
and addresses of the corporation's directors or describe who
will perform the duties of a board under W.S. 17-16-801.