2017 Wyoming Statutes
TITLE 17 - CORPORATIONS, PARTNERSHIPS AND ASSOCIATIONS
CHAPTER 18 - WYOMING MANAGEMENT STABILITY ACT
ARTICLE 1 - GENERAL PROVISIONS
SECTION 17-18-121 - Action by less than a quorum.
17-18-121. Action by less than a quorum.
(a) Stockholders present or represented by proxy at an annual or special meeting of a qualified corporation at which a quorum is not present may take only the following actions:
(i) Ratify or reject the independent auditors selected by the board if the corporation's bylaws or articles of incorporation require approval of the auditors by a stockholder's meeting;
(ii) With the consent of the officer presiding at the meeting, receive or hear any reports on the affairs of the corporation that may be presented;
(iii) Within the constraints of the time allowed on the agenda, ask questions concerning the affairs of the corporation of any officer or board member present;
(iv) Adjourn or recess the meeting to allow time to assemble a quorum, but they may not adjourn or recess to a different city and the total of all the adjournments and recesses may not exceed two (2) business days without the consent of the board of directors;
(v) If a quorum is not present, may adjourn the meeting sine die, provided the motion to adjourn sine die shall not be in order until at least two (2) hours have passed since the time specified for the start of the meeting and the time at which the meeting was called to order.
(b) If an annual meeting of a qualified corporation is adjourned sine die without achieving a quorum, the requirement of W.S. 17-16-701 to hold an annual meeting is satisfied. The board of directors may call a second annual meeting to take the place of the one adjourned without a quorum, but the board is not obligated to do so unless required to do so by the bylaws or articles of incorporation.
(c) If a special meeting of a qualified corporation is adjourned sine die without achieving a quorum or without achieving the quorum necessary to do all or part of the business for which the meeting was required, the board of directors may call another special meeting, but is not obligated to do so unless required by the bylaws or articles of incorporation. The remedy of a stockholder aggrieved by a failure of the board to call another special meeting shall be to follow the procedures necessary for calling a new special meeting.
(d) If different quorums are required for different matters, the absence of a quorum on one (1) issue shall not affect the ability of the meeting to act on other issues where a quorum is present.
