(a) A director's taking advantage, directly or indirectly, of a business opportunity may not be the subject of equitable relief, or give rise to an award of damages or other relief against the director, in a proceeding by or in the right of the corporation on the ground that the opportunity should have first been offered to the corporation, if before becoming legally obligated respecting the opportunity the director brings it to the attention of the corporation and: (i) Action by qualified directors disclaiming the corporation's interest in the opportunity is taken in compliance with the procedures set forth in W.S. 17-16-862, as if the decision being made concerned a director's conflicting interest transaction; or (ii) Shareholders' action disclaiming the corporation's interest in the opportunity is taken in compliance with the procedures set forth in W.S. 17-16-863, as if the decision being made concerned a director's conflicting interest transaction, except that, rather than making required disclosure as defined in W.S. 17-16-860, in each case the director shall have made prior disclosure to those acting on behalf of the corporation of all material facts concerning the business opportunity that are then known to the director. (b) In any proceeding seeking equitable relief or other remedies based upon an alleged improper taking advantage of a business opportunity by a director, the fact that the director did not employ the procedure described in subsection (a) of this section before taking advantage of the opportunity shall not create an inference that the opportunity should have been first presented to the corporation or alter the burden of proof otherwise applicable to establish that the director breached a duty to the corporation in the circumstances. ARTICLE 10 - AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS 17-16-1001. Authority to amend. (a) A corporation may amend its articles of incorporation at any time to add or change a provision that is required or permitted in the articles of incorporation as of the effective date of the amendment or to delete a provision that is not required to be contained in the articles of incorporation. (b) A shareholder of the corporation does not have a vested property right resulting from any provision in the articles of incorporation, including provisions relating to management, control, capital structure, dividend entitlement or purpose, or duration of the corporation. 17-16-1002. Amendment before issuance of shares. If a corporation has not yet issued shares, its board of directors, or its incorporators if it has no board of directors, may adopt one (1) or more amendments to the corporation's articles of incorporation. 17-16-1003. Amendment by board of directors and shareholders. (a) If a corporation has issued shares, an amendment to the articles of incorporation shall be adopted in the following manner: (i) The proposed amendment shall be adopted by the board of directors; (ii) Except as provided in W.S. 17-16-1005, 17-16-1007 and 17-16-1008, after adopting the proposed amendment the board of directors shall submit the amendment to the shareholders for their approval. The board of directors shall also transmit to the shareholders a recommendation that the shareholders approve the amendment, unless the board of directors makes a determination that because of conflict of interest or other special circumstances it should not make such a recommendation in which case the board of directors shall transmit the basis for that determination to the shareholders; (iii) The board of directors may condition its submission of the amendment to the shareholders on any basis; (iv) If the amendment is required to be approved by the shareholders and the approval is to be given at a meeting, the corporation shall notify each shareholder, whether or not entitled to vote, of the shareholders' meeting at which the amendment is to be submitted for approval. The notice shall state that the purpose, or one (1) of the purposes, of the meeting is to consider the amendment and shall contain or be accompanied by a copy of the amendment; (v) Unless the articles of incorporation, or the board of directors acting pursuant to paragraph (iii) of this subsection require a greater vote or a greater number of shares to be present, approval of the amendment requires the approval of the shareholders at a meeting at which a quorum exists, and, if any class or series of shares is entitled to vote as a separate group on the amendment, except as provided in W.S. 17-16-1004(c), the approval of each such separate voting group at a meeting at which a quorum of the voting group exists. 17-16-1004. Voting on amendments by voting groups. (a) If a corporation has more than one (1) class of shares outstanding, the holders of the outstanding shares of a class are entitled to vote as a separate voting group, if shareholder voting is otherwise required by this act, on a proposed amendment to the articles of incorporation if the amendment would: (i) Effect an exchange or reclassification of all or part of the shares of the class into shares of another class; (ii) Effect an exchange or reclassification, or create the right of exchange, of all or part of the shares of another class into shares of the class; (iii) Change the rights, preferences, or limitations of all or part of the shares of the class; (iv) Change the shares of all or part of the class into a different number of shares of the same class; (v) Create a new class of shares having rights or preferences with respect to distributions or to dissolution that are prior or superior to the shares of the class; (vi) Increase the rights, preferences, or number of authorized shares of any class that, after giving effect to the amendment, have rights or preferences with respect to distributions or to dissolution that are prior or superior to the shares of the class; (vii) Limit or deny any existing preemptive right of all or part of the shares of the class; or (viii) Cancel or otherwise affect rights to distributions that have accumulated but not yet been authorized on all or part of the shares of the class. (b) If a proposed amendment would affect a series of a class of shares in one (1) or more of the ways described in subsection (a) of this section, the holders of shares of that series are entitled to vote as a separate voting group on the proposed amendment. (c) If a proposed amendment that entitles two (2) or more classes or series of shares to vote as separate voting groups under this section would affect those two (2) or more classes or series in the same or a substantially similar way, the holders of shares of all the classes or series so affected shall vote together as a single voting group on the proposed amendment, unless otherwise provided in the articles of incorporation or required by the board of directors. (d) A class or series of shares is entitled to the voting rights granted by this section although the articles of incorporation provide that the shares are nonvoting shares. 17-16-1005. Amendment by board of directors. (a) Unless the articles of incorporation provide otherwise, a corporation's board of directors may adopt amendments to the corporation's articles of incorporation without shareholder approval: (i) To extend the duration of the corporation if it was incorporated at a time when limited duration was required by law; (ii) To delete the names and addresses of the initial directors; (iii) To delete the name and address of the initial registered agent or registered office, if a statement of change is on file with the secretary of state; (iv) If the corporation has only one (1) class of shares outstanding: (A) To change each issued and unissued authorized share of the class into a greater number of whole shares of that class; or (B) To increase the number of authorized shares of the class to the extent necessary to permit the issuance of shares as a share dividend. (v) To change the corporate name by substituting the word "corporation," "incorporated," "company," "limited," or the abbreviation "corp.," "inc.," "co.," or "ltd.," for a similar word or abbreviation in the name, or by adding, deleting, or changing a geographical attribution for the name; (vi) To reflect a reduction in authorized shares, as a result of the operation of W.S. 17-16-631(b), when the corporation has acquired its own shares and the articles of incorporation prohibit the reissue of the acquired shares; (vii) To delete a class of shares from the articles of incorporation, as a result of the operation of W.S. 17-16-631(b), when there are no remaining shares of the class because the corporation has acquired all shares of the class and the articles of incorporation prohibit the reissue of the acquired shares; or (viii) To make any change expressly permitted by W.S. 17-16-602(a) or (b) to be made without shareholder approval. 17-16-1006. Articles of amendment. (a) After an amendment to the articles of incorporation has been adopted and approved in the manner required by this act and by the articles of incorporation, the corporation shall deliver to the secretary of state for filing articles of amendment setting forth: (i) The name of the corporation; (ii) The text of each amendment adopted; (iii) If an amendment provides for an exchange, reclassification, or cancellation of issued shares, provisions for implementing the amendment if not contained in the amendment itself which may be made dependent upon facts objectively ascertainable outside the articles of amendment; (iv) The date of each amendment's adoption; and (v) If an amendment: (A) Was adopted by the incorporators or board of directors without shareholder approval, a statement that the amendment was duly approved by the incorporators or by the board of directors as the case may be and that shareholder approval was not required; or (B) Required approval by the shareholders, a statement that the amendment was duly approved by the shareholders in the manner required by this act and by the articles of incorporation; (C) Reserved. (vi) Repealed By Laws 2010, Ch. 82, § 2. 17-16-1007. Restated articles of incorporation. (a) A corporation's board of directors may restate its articles of incorporation at any time with or without shareholder approval, to consolidate all amendments into a single document. (b) If the restated articles include one (1) or more new amendments requiring shareholder approval, the amendments shall be adopted and approved as provided in W.S. 17-16-1003. (c) A corporation restating its articles of incorporation shall deliver to the secretary of state for filing articles of restatement setting forth the name of the corporation and the text of the restated articles of incorporation together with a certificate which states that the restated articles consolidate all amendments into a single document and, if a new amendment is included in the restated articles, which also includes the statements required under W.S. 17-16-1006. (d) Duly adopted restated articles of incorporation supersede the original articles of incorporation and all amendments to them. (e) 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 (c) of this section. 17-16-1008. Amendment pursuant to court-ordered reorganization. (a) A corporation's articles of incorporation may be amended without action by the board of directors or shareholders to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under the authority of a law of the United States. (b) The individual or individuals designated by the court shall deliver to the secretary of state for filing articles of amendment setting forth: (i) The name of the corporation; (ii) The text of each amendment approved by the court; (iii) The date of the court's order or decree approving the articles of amendment; (iv) The title of the reorganization proceeding in which the order or decree was entered; and (v) A statement that the court had jurisdiction of the proceeding under federal statute. (c) This section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan. 17-16-1009. Effect of amendment. An amendment to articles of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party, or the existing rights of persons other than shareholders of the corporation. An amendment changing a corporation's name does not abate a proceeding brought by or against the corporation in its former name. 17-16-1020. Amendment by board of directors or shareholders. (a) A corporation's shareholders may amend or repeal the corporation's bylaws. (b) A corporation's board of directors may amend or repeal the corporation's bylaws unless: (i) The articles of incorporation, W.S. 17-16-1021 or if applicable W.S. 17-16-1022 reserve this power exclusively to the shareholders in whole or part; or (ii) The shareholders in amending, repealing or adopting a bylaw provide expressly that the board of directors may not amend, repeal or reinstate that bylaw. 17-16-1021. Bylaw increasing quorum or voting requirement for directors. (a) A bylaw that increases a quorum or voting requirement for the board of directors may be amended or repealed: (i) If originally adopted by the shareholders, only by the shareholders, unless the bylaw otherwise provides; (ii) If adopted by the board of directors, either by the shareholders or by the board of directors. (b) A bylaw adopted or amended by the shareholders that increases a quorum or voting requirement for the board of directors may provide that it may be amended or repealed only by a specified vote of either the shareholders or the board of directors. (c) Action by the board of directors under subsection (a) of this section to amend or repeal a bylaw that changes the quorum or voting requirement for the board of directors shall meet the same quorum requirement and be adopted by the same vote required to take action under the quorum and voting requirement then in effect or proposed to be adopted, whichever is greater. 17-16-1022. Bylaw provisions relating to the election of directors. (a) Unless the articles of incorporation specifically prohibit the adoption of a bylaw pursuant to this section, alter the vote specified in W.S. 17-16-728(a) or provide for cumulative voting, a public corporation may elect in its bylaws to be governed in the election of directors as follows: (i) Each vote entitled to be cast may be voted for or against up to that number of candidates that is equal to the number of directors to be elected, or a shareholder may indicate an abstention, but without cumulating the votes; (ii) To be elected, a nominee shall have received a plurality of the votes cast by holders of shares entitled to vote in the election at a meeting at which a quorum is present, provided that a nominee who is elected but receives more votes against than for election shall serve as a director for a term that shall terminate on the date that is the earlier of ninety (90) days from the date on which the voting results are determined pursuant to W.S. 17-16-729(b)(v) or is the date on which an individual is selected by the board of directors to fill the office held by such director, which selection shall be deemed to constitute the filling of a vacancy by the board to which W.S. 17-16-810 applies. Subject to paragraph (iii) of this subsection, a nominee who is elected but receives more votes against than for election shall not serve as a director beyond the ninety (90) day period referenced above; and (iii) The board of directors may select any qualified individual to fill the office held by a director who received more votes against than for election. (b) Subsection (a) of this section does not apply to an election of directors by a voting group if at the expiration of the time fixed under a provision requiring advance notification of director candidates, or absent such a provision, at a time fixed by the board of directors which is not more than fourteen (14) days before notice is given of the meeting at which the election is to occur, there are more candidates for election by the voting group than the number of directors to be elected, one (1) or more of whom are properly proposed by shareholders. An individual shall not be considered a candidate for purposes of this subsection if the board of directors determines before the notice of meeting is given that such individual's candidacy does not create a bona fide election contest. (c) A bylaw electing to be governed by this section may be repealed: (i) If originally adopted by the shareholders, only by the shareholders, unless the bylaw otherwise provides; or (ii) If adopted by the board of directors, by the board of directors or the shareholders. ARTICLE 11 - MERGER, SHARE EXCHANGE, CONSOLIDATION AND CONVERSION Subarticle A. Merger and Share Exchange 17-16-1101. Reserved. 17-16-1102. Merger. (a) One (1) or more domestic business corporations may merge with one (1) or more domestic or foreign business corporations or eligible entities pursuant to a plan of merger, or two (2) or more foreign business corporations or domestic or foreign eligible entities may merge into a new domestic business corporation to be created in the merger in the manner provided in this chapter. (b) A foreign business corporation, or a foreign eligible entity, may be a party to a merger with a domestic business corporation, or may be created by the terms of the plan of merger, only if the merger is permitted by the foreign business corporation or eligible entity. If Wyoming law does not otherwise provide procedures for the approval of a merger, a plan of merger may be adopted and approved, the merger effectuated, and appraisal rights exercised in accordance with the procedures in this article and article 13 of this chapter. For the purposes of applying this article and article 13 of this chapter: (i) The eligible entity, its members or interest holders, eligible interests and organic documents taken together shall be deemed to be a domestic business corporation, shareholders, shares and articles of incorporation, respectively and vice versa as the context may require; and (ii) If the business and affairs of the eligible entity are managed by a group of persons that is not identical to the members or interest holders, that group shall be deemed to be the board of directors. (c) The plan of merger shall include: (i) The name of each domestic or foreign business corporation or eligible entity that will merge and the name of the domestic or foreign business corporation or eligible entity that will be the survivor of the merger; (ii) The terms and conditions of the merger; (iii) The manner and basis of the disposition, if any, of the shares of each domestic or foreign business corporation and eligible interests of each domestic or foreign eligible entity; (iv) The articles of incorporation of any domestic or foreign business or nonprofit corporation, or the organic documents of any domestic or foreign unincorporated entity, to be created by the merger, or if a new domestic or foreign business or nonprofit corporation or unincorporated entity is not to be created by the merger, any amendments to the survivor's articles of incorporation or organic documents; and (v) Any other provisions required by the laws under which any party to the merger is organized or by which it is governed, or by the articles of incorporation or organic document of any party to the merger. (d) The terms of the plan of merger may be made dependent on facts objectively ascertainable outside the plan. (e) The plan of merger may also include a provision that the plan may be amended prior to filing articles of merger, but if the shareholders of a domestic corporation that is a party to the merger are required or permitted to vote on the plan, the plan must provide that subsequent to approval of the plan by the shareholders the plan may not be amended to change: (i) The disposition of shares or other securities, eligible interests, obligations, rights to acquire shares, other securities or eligible interests, cash, or other property, if any, to be received under the plan by the shareholders of or owners of eligible interests in any party to the merger; (ii) The articles of incorporation of any corporation, or the organic documents of any unincorporated entity, that will survive or be created as a result of the merger, except for changes permitted by W.S. 17-16-1005 or by comparable provisions of the organic laws of any such foreign corporation or domestic or foreign unincorporated entity; or (iii) Any of the other terms or conditions of the plan if the change would adversely affect such shareholders in any material respect. (f) Property held in trust or for charitable purposes under the laws of this state by a domestic or foreign eligible entity shall not be diverted by a merger from the objects for which it was donated, granted or devised, unless and until the eligible entity obtains an order of the district court specifying the disposition of the property to the extent required by and pursuant to the laws of this state. 17-16-1103. Share exchange. (a) Through a share exchange: (i) A domestic corporation may acquire all of the shares of one (1) or more classes or series of shares of another domestic or foreign corporation, or all of the interests of one (1) or more classes or series of interests of a domestic or foreign other entity, in exchange for shares or other securities, interests, obligations, rights to acquire shares or other securities, cash, other property, or any combination of the foregoing, pursuant to a plan of share exchange; or (ii) All of the shares of one (1) or more classes or series of shares of a domestic corporation may be acquired by another domestic or foreign corporation or other entity, in exchange for shares or other securities, interests, obligations, rights to acquire shares or other securities, cash, other property, or any combination of the foregoing, pursuant to a plan of share exchange. (b) A foreign corporation or eligible entity, may be a party to a share exchange only if the share exchange is permitted by the organic law under which the corporation or other entity is organized or by which it is governed. If Wyoming law does not otherwise provide procedures for the approval of a share exchange, a plan of share exchange may be adopted and approved, and the share exchange effectuated, in accordance with the procedures, if any, for a merger. If Wyoming law does not otherwise provide procedures for the approval of either a share exchange or a merger, a plan of share exchange may be adopted and approved, the share exchange effectuated, and appraisal rights exercised, in accordance with the procedures in this article and article 13 of this chapter. For the purposes of applying this article and article 13 of this chapter: (i) The other entity, its interest holders, interests and organic documents taken together shall be deemed to be a domestic business corporation, shareholders, shares and articles of incorporation, respectively and vice versa as the context may require; and (ii) If the business and affairs of the other entity are managed by a group of persons that is not identical to the interest holders, that group shall be deemed to be the board of directors. (c) The plan of exchange shall include: (i) The name of each corporation or other entity whose shares or interests will be acquired and the name of the corporation or other entity that will acquire those shares or interests; (ii) The terms and conditions of the share exchange; (iii) The manner and basis of exchanging the shares of a corporation or interests in any other entity whose shares or interests will be acquired under the share exchange into shares or other securities, interests, obligations, rights to acquire shares, other securities or interests, cash, other property or any combination of the foregoing; and (iv) Any other provisions required by the laws under which any party to the share exchange is organized or by the articles of incorporation or organic document of any party to the share exchange. (d) Terms of a plan of share exchange may be made dependent on facts objectively ascertainable outside the plan. (e) The plan of share exchange may also include a provision that the plan may be amended prior to filing articles of share exchange, but if the shareholders of a domestic corporation that is a party to the share exchange are required or permitted to vote on the plan, the plan shall provide that subsequent to approval of the plan by the shareholders the plan may not be amended to change: (i) The amount or kind of shares or other securities, interests, obligations, rights to acquire shares, other securities or interests, cash, or other property to be issued by the corporation or to be received under the plan by the shareholders of or owners of interests in any party to the share exchange; or (ii) Any of the other terms or conditions of the plan if the change would adversely affect the shareholders of the domestic corporation in any material respect. (f) This section does not limit the power of a domestic corporation to acquire shares of another corporation or interests in another entity in a transaction other than a share exchange. 17-16-1104. Action on plan of merger or share exchange. (a) In the case of a domestic corporation that is a party to a merger or share exchange, the plan of merger or share exchange shall be adopted by the board of directors. After adopting a plan of merger or share exchange, the board of directors except as provided in subsection (g) of this section and W.S. 17-16-1105, shall submit the plan to the shareholders for their approval. The board of directors shall also transmit to the shareholders a recommendation that the shareholders approve the plan, unless the board of directors makes a determination that because of conflicts of interest or other special circumstances it should not make such a recommendation, in which case the board of directors shall transmit to the shareholders the basis for that determination. (b) Reserved. (c) The board of directors may condition its submission of the proposed merger or share exchange to the shareholders on any basis. (d) If the plan of merger or share exchange is required to be approved by the shareholders and if the approval is to be given at a meeting, the corporation shall notify each shareholder, whether or not entitled to vote, of the shareholders' meeting at which the plan is to be submitted for approval. The notice shall state that the purpose, or one (1) of the purposes, of the meeting is to consider the plan and contain or be accompanied by a copy or summary of the plan. If the corporation is to be merged into an existing corporation or other entity, the notice shall also include or be accompanied by a copy or summary of the articles of incorporation or organizational documents of that corporation or other entity. If the corporation is to be merged into a corporation or other entity that is to be created pursuant to the merger, the notice shall include or be accompanied by a copy or a summary of the articles of incorporation or organizational documents of the new corporation or other entity. (e) Unless the articles of incorporation or the board of directors acting pursuant to subsection (c) of this section require a greater vote or a greater number of votes to be present, approval of the plan of merger or share exchange requires the approval of the shareholders at a meeting at which a quorum exists, and, if any class or series of shares is entitled to vote as a separate group on the plan of merger or share exchange, the approval of each such separate voting group at a meeting at which a quorum of the voting group is present. (f) Separate voting by voting groups is required: (i) On a plan of merger by each class or series of shares that: (A) Are to be converted under the plan of merger into other securities, interests, obligations, rights to acquire shares, other securities or interests, cash, other property, or any combination of the foregoing; or (B) Would be entitled to vote as a separate group on a provision in the plan that, if contained in a proposed amendment to articles of incorporation, would require action by separate voting groups under W.S. 17-16-1004; (ii) On a plan of share exchange by each class or series of shares included in the exchange, with each class or series constituting a separate voting group; and (iii) On a plan of merger or share exchange, if the voting group is entitled under the articles of incorporation to vote as a voting group to approve a plan of merger or share exchange. (g) Unless the articles of incorporation otherwise provide, approval by the corporation's shareholders of a plan of merger or share exchange is not required if: (i) The corporation will survive the merger or is the acquiring corporation in a share exchange; (ii) Except for amendments permitted by W.S. 17-16-1005, its articles of incorporation will not be changed; (iii) Each shareholder of the corporation whose shares were outstanding immediately before the effective date of the merger or share exchange will hold the same number of shares, with identical preferences, limitations, and relative rights, immediately after the effective date of change; and (iv) The issuance in the merger or share exchange of shares or other securities convertible into or rights exercisable for shares does not require a vote under W.S. 17-16-621(f). (h) If as a result of a merger or share exchange one (1) or more shareholders of a domestic corporation would become subject to owner liability for the debts, obligations or liabilities of any other person or entity, approval of the plan of merger or share exchange shall require the execution, by each shareholder of the domestic corporation, of a separate written consent to become subject to owner liability. (j) After a merger or share exchange is authorized, and at any time before articles of merger or share exchange are filed, the planned merger or share exchange may be abandoned, subject to any contractual rights, without further shareholder action, in accordance with the procedure set forth in the plan of merger or share exchange or, if none is set forth, in the manner determined by the board of directors. 17-16-1105. Merger between parent and subsidiary or between subsidiaries. (a) A domestic parent corporation that owns shares of a domestic or foreign subsidiary corporation that carry at least eighty percent (80%) of the voting power of each class and series of the outstanding shares of a subsidiary that have voting power may merge the subsidiary into itself or into another such subsidiary, or merge itself into the subsidiary, without approval of the board of directors or shareholders of the subsidiary, unless the articles of incorporation of any of the corporations otherwise provide, and unless, in the case of a foreign subsidiary, approval by the subsidiary's board of directors or shareholders is required by the laws under which the subsidiary is organized. (b) If under subsection (a) of this section approval of a merger by the subsidiary's shareholders is not required, the parent corporation shall, within ten (10) days after the effective date of the merger, notify each of the subsidiary's shareholders that the merger has become effective. (c) Except as provided in subsections (a) and (b) of this section, a merger between a parent and a subsidiary shall be governed by the provisions of this article applicable to mergers generally. 17-16-1106. Articles of merger or share exchange. (a) After a plan of merger or share exchange has been adopted and approved as required by this act, articles of merger or share exchange shall be executed on behalf of the surviving or acquiring corporation by any officer or other duly authorized representative. The articles shall set forth: (i) The names of the parties to the merger or share exchange; (ii) If the articles of incorporation of the survivor of a merger are amended, or if a new corporation is created as a result of a merger, the amendments to the survivor's articles of incorporation or the articles of incorporation of the new corporation; (iii) If the plan of merger or share exchange required approval by the shareholders of a domestic corporation that was a party to the merger or share exchange, a statement that the plan was duly approved by the shareholders and, if voting by any separate voting group was required, by each such separate voting group, in the manner required by this act and the articles of incorporation; (iv) If the plan of merger or share exchange did not require approval by the shareholders of a domestic corporation that was a party to the merger or share exchange, a statement to that effect; and (v) As to each foreign corporation or eligible entity that was a party to the merger or share exchange, a statement that the participation of the foreign corporation or eligible entity was duly authorized as required by the organic law of the corporation or eligible entity. (b) Articles of merger or share exchange shall be delivered to the secretary of state for filing by the survivor of the merger or the acquiring corporation in a share exchange, and shall take effect upon the effective time provided in W.S.
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