§ 17-18-121 — Action by less than a quorum

Wyoming § 17-18-121

• Jurisdiction: Wyoming
• Title 17: Corporations, Partnerships and Associations
• Ch. 18: WYOMING MANAGEMENT STABILITY ACT
• Art. 1: GENERAL PROVISIONS

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(a) Stockholders present or represented by proxy at an
annual or special meeting of a qualified corporation at which a
quorum is not present may take only the following actions:
(i) Ratify or reject the independent auditors
selected by the board if the corporation's bylaws or articles of
incorporation require approval of the auditors by a
stockholder's meeting;
(ii) With the consent of the officer presiding at the
meeting, receive or hear any reports on the affairs of the
corporation that may be presented;
(iii) Within the constraints of the time allowed on
the agenda, ask questions concerning the affairs of the
corporation of any officer or board member present;
(iv) Adjourn or recess the meeting to allow time to
assemble a quorum, but they may not adjourn or recess to a
different city and the total of all the adjournments and
recesses may not exceed two (2) business days without the
consent of the board of directors;
(v) If a quorum is not present, may adjourn the
meeting sine die, provided the motion to adjourn sine die shall
not be in order until at least two (2) hours have passed since
the time specified for the start of the meeting and the time at
which the meeting was called to order.
(b) If an annual meeting of a qualified corporation is
adjourned sine die without achieving a quorum, the requirement
of W.S. 17-16-701 to hold an annual meeting is satisfied. The
board of directors may call a second annual meeting to take the
place of the one adjourned without a quorum, but the board is
not obligated to do so unless required to do so by the bylaws or
articles of incorporation.
(c) If a special meeting of a qualified corporation is
adjourned sine die without achieving a quorum or without
achieving the quorum necessary to do all or part of the business
for which the meeting was required, the board of directors may
call another special meeting, but is not obligated to do so
unless required by the bylaws or articles of incorporation. The
remedy of a stockholder aggrieved by a failure of the board to
call another special meeting shall be to follow the procedures
necessary for calling a new special meeting.
(d) If different quorums are required for different
matters, the absence of a quorum on one (1) issue shall not
affect the ability of the meeting to act on other issues where a
quorum is present.