§ 17-19-1402 — Dissolution by directors, members and third persons

(a) Unless this act, the articles, bylaws or the board of
directors or members (acting pursuant to subsection (c) of this
section) require a greater vote or voting by class, dissolution
is authorized if it is approved:
(i) By the board;
(ii) By the members, if any, 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 for an amendment to the articles or bylaws.
(b) If the corporation does not have members, dissolution
shall be approved by a vote of a majority of the directors in
office at the time the transaction is approved. In addition,
the corporation shall provide notice of any directors' meeting
at which such approval is to be obtained in accordance with W.S.
17-19-822(c). The notice shall also state that the purpose, or
one (1) of the purposes, of the meeting is to consider
dissolution of the corporation and contain or be accompanied by
a copy or summary of the plan of dissolution.
(c) The board may condition its submission of the proposed
dissolution, and the members may condition their approval of the
dissolution on receipt of a higher percentage of affirmative
votes or on any other basis.
(d) If the board seeks to have dissolution approved by the
members at a membership meeting, the corporation shall give
notice to its members of the proposed membership meeting 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 dissolving the corporation and contain or be
accompanied by a copy or summary of the plan of dissolution.
(e) If the board seeks to have dissolution 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 plan of dissolution.
(f) The plan of dissolution shall indicate to whom the
assets owned or held by the corporation will be distributed
after all creditors have been paid.