§ 17-19-1006 — Restated articles of incorporation

Wyoming § 17-19-1006

• Jurisdiction: Wyoming
• Title 17: Corporations, Partnerships and Associations
• Ch. 19: WYOMING NONPROFIT CORPORATION ACT
• Art. 10: AMENDMENT OF ARTICLES OF

Text

(a) A corporation's board of directors may restate its
articles of incorporation at any time with or without approval
by members or any other person.
(b) The restatement may include one (1) or more amendments
to the articles. If the restatement includes an amendment
requiring approval by the members or any other person, it shall
be adopted as provided in W.S. 17-19-1003.
(c) If the restatement includes an amendment requiring
approval by members, the board shall submit the restatement to
the members for their approval.
(d) If the board seeks to have the restatement approved by
the members at a membership meeting, the corporation shall
notify each of its members of the proposed membership meeting in
writing in accordance with W.S. 17-19-705. The notice shall
also state that the purpose, or one (1) of the purposes, of the
meeting is to consider the proposed restatement and contain or
be accompanied by a copy or summary of the restatement that
identifies any amendments or other change it would make in the
articles.
(e) If the board seeks to have the restatement approved by
the members by written ballot or written consent, the material
soliciting the approval shall contain or be accompanied by a
copy or summary of the restatement that identifies any
amendments or other change it would make in the articles.
(f) A restatement requiring approval by the members shall
be approved by the same vote as an amendment to articles under
W.S. 17-19-1003.
(g) If the restatement includes an amendment requiring
approval pursuant to W.S. 17-19-1030, the board shall submit the
restatement for approval.
(h) A corporation restating its articles shall deliver to
the secretary of state articles of restatement setting forth the
name of the corporation and the text of the restated articles of
incorporation together with a certificate setting forth:
(i) Whether the restatement contains an amendment to
the articles requiring approval by the members or any other
person other than the board of directors and, if it does not,
that the board of directors adopted the restatement; or
(ii) If the restatement contains an amendment to the
articles requiring approval by the members, the information
required by W.S. 17-19-1005; and
(iii) If the restatement contains an amendment to the
articles requiring approval by a person whose approval is
required pursuant to W.S. 17-19-1030, a statement that the
approval was obtained.
(j) Duly adopted restated articles of incorporation
supersede the original articles of incorporation and all
amendments to them.
(k) The secretary of state may certify restated articles
of incorporation, as the articles of incorporation currently in
effect, without including the certificate information required
by subsection (h) of this section.