§ 17-19-1021 — Amendment by directors and members

(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
bylaws 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) 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
its receipt of a higher percentage of affirmative votes or on
any other basis.
(c) If the board initiates an amendment to the bylaws or
board approval is required by subsection (a) of this section to
adopt an amendment to the bylaws, the board may condition the
amendment's adoption on receipt of a higher percentage of
affirmative votes or on 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 also 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.