(a)Any qualified corporation may in its articles of
incorporation restrict or prohibit the use of proxies to vote
shares. The restriction or prohibition may be effective for:
(ii)All meetings and issues with any specific
exceptions the board of directors authorizes; or
(iii)Any meetings or any issues or both that the
board of directors specifies.
(b)The restriction or prohibitions on the use of proxies
apply only to meetings including adjournments of meetings held
within the state of Wyoming.
(c)Notwithstanding any prohibition or restriction on the
use of proxies, the beneficial owner of any shares entitled to
vote shall always be entitled to vote the shares in person. If
the beneficial owner of the shares is a minor or is incompetent,
the shares may be voted in pers
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(a) Any qualified corporation may in its articles of
incorporation restrict or prohibit the use of proxies to vote
shares. The restriction or prohibition may be effective for:
(i) All meetings;
(ii) All meetings and issues with any specific
exceptions the board of directors authorizes; or
(iii) Any meetings or any issues or both that the
board of directors specifies.
(b) The restriction or prohibitions on the use of proxies
apply only to meetings including adjournments of meetings held
within the state of Wyoming.
(c) Notwithstanding any prohibition or restriction on the
use of proxies, the beneficial owner of any shares entitled to
vote shall always be entitled to vote the shares in person. If
the beneficial owner of the shares is a minor or is incompetent,
the shares may be voted in person by a trustee, a guardian, or a
parent acting as trustee under the Wyoming Uniform Transfers to
Minors Act or a similar act. If the beneficial owner of the
shares is an entity other than a natural person, the shares may
be voted by any duly authorized officer of that entity.
(d) Any restrictions imposed on persons who may be
appointed to act as proxies shall not discriminate on their face
in favor of management and against any shareholders opposed to
management.
(e) The board may restrict appointment as proxies to
specific individuals designated by the corporation provided:
(i) Shareholders are given the opportunity to give
binding instructions as to how the shares are to be voted on any
issues or in any elections that management is aware of at least
thirty (30) days before it mails materials seeking proxies;
(ii) The corporation serves notice in writing on any
shareholder who has requested in writing the notice within the
past year of the deadline for submission of material on any
issue that may arise at the meeting. The notice shall be given
at least ten (10) days before the deadline;
(iii) The individuals designated for appointment as
proxies agree to vote all valid proxies according to the
shareholder instructions given; and
(iv) A meeting may not be adjourned sine die to
prevent a vote on an issue if a quorum is present and the
required majority either by proxy or in person has had an
opportunity to indicate and has indicated an intention to vote
against the recommendation of the board or management of the
corporation on that issue.
(f) If the articles of incorporation permit the board to
impose restrictions on the use of proxies and a court orders a
shareholder's meeting, the board may still impose the
restrictions provided if it does so within ten (10) days of the
meeting or within half the total number of days between the date
of the court order and the date of the meeting, whichever is
less. The time periods for notice of issues and mailing
deadlines set forth in subsection (e) of this section shall not
apply to court ordered meetings.