Wyoming § 17-19-1003 Amendment by directors and members

Wyoming Statutes

§ 17-19-1003 — Amendment by directors and members

Wyoming § 17-19-1003

Title 17Corporations, Partnerships and Associations

Ch. 19WYOMING NONPROFIT CORPORATION ACT

Art. 10AMENDMENT OF ARTICLES OF

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Bluebook

Wyo. Stat. Ann. § 17-19-1003 (2026).

Text

(a)For corporations with directors and members, unless this act, the articles, bylaws, the members, (acting pursuant to subsection (b) of this section), or the board of directors, (acting pursuant to subsection (c) of this section) require a greater vote or voting by class, an amendment to a corporation's articles to be adopted shall be approved:

(i)By the board if the corporation is a public benefit or religious corporation and the amendment does not relate to the number of directors, the composition of the board, the term of office of directors, or the method or way in which directors are elected or selected;

(ii)Except as provided in W.S. 17-19-1002(a), by the members by two-thirds (2/3) of the votes cast or a majority of the voting power, whichever is less; and

(iii)In writing by a

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(a) For corporations with directors and members, unless
this act, the articles, bylaws, the members, (acting pursuant to
subsection (b) of this section), or the board of directors,
(acting pursuant to subsection (c) of this section) require a
greater vote or voting by class, an amendment to a corporation's
articles to be adopted shall be approved:
(i) By the board if the corporation is a public
benefit or religious corporation and the amendment does not
relate to the number of directors, the composition of the board,
the term of office of directors, or the method or way in which
directors are elected or selected;
(ii) Except as provided in W.S. 17-19-1002(a), by the
members by two-thirds (2/3) of the votes cast or a majority of
the voting power, whichever is less; and
(iii) In writing by any person or persons whose
approval is required by a provision of the articles authorized
by W.S. 17-19-1030.
(b) The members may condition the amendment's adoption on
receipt of a higher percentage of affirmative votes or on any
other basis.
(c) If the board initiates an amendment to the articles or
board approval is required by subsection (a) of this section to
adopt an amendment to the articles, the board may condition the
amendment's adoption on receipt of a higher percentage of
affirmative votes or any other basis.
(d) If the board or the members seek to have the amendment
approved by the members at a membership meeting, the corporation
shall give notice to its members of the proposed membership
meeting in writing in accordance with W.S. 17-19-705. The notice
shall state that the purpose, or one (1) of the purposes, of the
meeting is to consider the proposed amendment and contain or be
accompanied by a copy or summary of the amendment.
(e) If the board or the members seek to have the amendment
approved by the members by written consent or written ballot,
the material soliciting the approval shall contain or be
accompanied by a copy or summary of the amendment.