2015 Wyoming Code
TITLE 17 - CORPORATIONS, PARTNERSHIPS AND ASSOCIATIONS
CHAPTER 19 - WYOMING NONPROFIT CORPORATION ACT
ARTICLE 10 - AMENDMENT OF ARTICLES OF - INCORPORATION AND BYLAWS
SECTION 17-19-1003. - Amendment by directors and members.
17-19-1003. 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 articles 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) Except as provided in W.S. 17-19-1002(a), 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 receipt of a higher percentage of affirmative votes or on any other basis.
(c) If the board initiates an amendment to the articles or board approval is required by subsection (a) of this section to adopt an amendment to the articles, the board may condition the amendment's adoption on receipt of a higher percentage of affirmative votes or 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 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.
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