§ 17-19-850 — Subarticle definitions

Wyoming § 17-19-850

• Jurisdiction: Wyoming
• Title 17: Corporations, Partnerships and Associations
• Ch. 19: WYOMING NONPROFIT CORPORATION ACT
• Art. 8: DIRECTORS AND OFFICERS

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(a) As used in this subarticle:
(i) "Corporation" includes any domestic or foreign
predecessor entity of a corporation in a merger, consolidation
or other transaction in which the predecessor's existence ceased
upon consummation of the transaction;
(ii) "Director" means an individual who is or was a
director of a corporation or an individual who, while a director
of a corporation, is or was serving at the corporation's request
as a director, officer, partner, trustee, employee or agent of
another foreign or domestic business or nonprofit corporation,
partnership, joint venture, trust, employee benefit plan or
other enterprise. A director is considered to be serving an
employee benefit plan at the corporation's request if the
director's duties to the corporation also impose duties on, or
otherwise involve services by, the director to the plan or to
participants in or beneficiaries of the plan. "Director"
includes, unless the context requires otherwise, the estate or
personal representative of a director;
(iii) "Expenses" include counsel fees;
(iv) "Liability" means the obligation to pay a
judgment, settlement, penalty, fine (including an excise tax
assessed with respect to an employee benefit plan), or
reasonable expenses actually incurred with respect to a
proceeding;
(v) "Official capacity" means: (1) when used with
respect to a director, the office of director in a corporation;
and (2) when used with respect to an individual other than a
director, as contemplated in W.S. 17-19-856, the office in a
corporation held by the officer or the employment or agency
relationship undertaken by the employee or agent on behalf of
the corporation. "Official capacity" does not include service
for any other foreign or domestic business or nonprofit
corporation or any partnership, joint venture, trust, employee
benefit plan or other enterprise;
(vi) "Party" includes an individual who was, is or is
threatened to be made a named defendant or respondent in a
proceeding;
(vii) "Proceeding" means any threatened, pending or
completed action, suit or proceeding whether civil, criminal,
administrative or investigative and whether formal or informal.