§ 17-19-727 — Corporation's acceptance of votes

Wyoming § 17-19-727

• Jurisdiction: Wyoming
• Title 17: Corporations, Partnerships and Associations
• Ch. 19: WYOMING NONPROFIT CORPORATION ACT
• Art. 7: MEMBERS' MEETINGS AND VOTING

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(a) If the name signed on a vote, consent, waiver or proxy
appointment corresponds to the name of a member, the corporation
if acting in good faith is entitled to accept the vote, consent,
waiver or proxy appointment and give it effect as the act of the
member.
(b) If the name signed on a vote, consent, waiver or proxy
appointment does not correspond to the record name of a member,
the corporation if acting in good faith is nevertheless entitled
to accept the vote, consent, waiver or proxy appointment and
give it effect as the act of the member if:
(i) The member is an entity and the name signed
purports to be that of an officer or agent of the entity;
(ii) The name signed purports to be that of an
attorney-in-fact of the member and if the corporation requests,
evidence acceptable to the corporation of the signatory's
authority to sign for the member has been presented with respect
to the vote, consent, waiver or proxy appointment;
(iii) Two (2) or more persons hold the membership as
cotenants or fiduciaries and the name signed purports to be the
name of at least one (1) of the coholders and the person signing
appears to be acting on behalf of all the coholders; and
(iv) In the case of a mutual benefit corporation:
(A) The name signed purports to be that of an
administrator, executor, guardian or conservator representing
the member and, if the corporation requests, evidence of
fiduciary status acceptable to the corporation has been
presented with respect to the vote, consent, waiver or proxy
appointment;
(B) The name signed purports to be that of a
receiver or trustee in bankruptcy of the member, and, if the
corporation requests, evidence of this status acceptable to the
corporation has been presented with respect to the vote,
consent, waiver or proxy appointment.
(c) The corporation is entitled to reject a vote, consent,
waiver or proxy appointment if the secretary or other officer or
agent authorized to tabulate votes, acting in good faith, has
reasonable basis for doubt about the validity of the signature
on it or about the signatory's authority to sign for the member.
(d) The corporation and its officer or agent who accepts
or rejects a vote, consent, waiver or proxy appointment in good
faith and in accordance with the standards of this section are
not liable in damages to the member for the consequences of the
acceptance or rejection.
(e) Corporate action based on the acceptance or rejection
of a vote, consent, waiver or proxy appointment under this
section is valid unless a court of competent jurisdiction
determines otherwise.
(f) In the case where a member is an entity or where
approval is required by a third party which is an entity, the
corporation is entitled to accept the vote provided the
individual who casts the vote for the entity presents the
corporation with a written resolution or other written
authorization to vote for the entity.
C. Voting Agreements