Corporate Board Meeting and Written-Consent Requirements in Wyoming

At a glance

Requirements one by one

Wyo. Stat. §§ 17-16-801 and 17-16-803 require a board of one or more individuals and place corporate powers, business, and affairs under its authority, direction, and oversight, subject to the articles and an authorized shareholder agreement. The articles or bylaws may use a fixed number or a variable range.

The statute does not identify a caller

Wyo. Stat. §§ 17-16-820 to 17-16-823 govern regular and special meetings inside or outside Wyoming, but do not name a director or officer who may call one. Check the articles, bylaws, and valid board rules for caller and scheduling authority.

Regular meetings default to no notice. A special meeting requires at least two days' notice of date, time, and place unless the articles or bylaws set a longer or shorter period. Purpose is unnecessary unless those documents require it.

Wyo. Stat. § 17-16-141 treats electronic transmission as written notice and generally permits personal, telephone, wire or wireless, mail, and private- carrier delivery. It also states when written and oral notice becomes effective.

A director may sign a written waiver before or after the meeting; it must be filed with minutes or corporate records. Attendance or participation waives notice unless the director timely objects and does not later vote for or assent to action.

Remote participants must communicate with each other

Unless the articles or bylaws say otherwise, § 17-16-820 permits any or all directors to participate by, or conduct the meeting through, any communication means—including electronic transmission—by which all participants may communicate with each other during the meeting. Qualifying participation counts as presence in person.

Quorum may be reduced to one-third

Wyo. Stat. §§ 17-16-824 and 17-16-825 set default quorum at a majority of the fixed board number. For a variable-range board, it is a majority of the prescribed number or, if none is prescribed, the number in office immediately before the meeting begins. The articles or bylaws may require more or reduce quorum no lower than one-third of the fixed or prescribed number.

If quorum exists when a vote is taken, a majority of directors present acts unless the governing documents require more. The statute states no separate rule allowing action after quorum is lost.

Dissent and abstention defeat presumed assent

A present director is deemed to assent unless the director timely objects to the meeting, has dissent or abstention entered in the minutes, or delivers written dissent or abstention to the presiding officer before adjournment or to the corporation immediately afterward. A director who voted for the action cannot use this route.

Written action may be nonunanimous

Section 17-16-821 permits action without a meeting unless the articles or bylaws say otherwise. The “requisite number” of directors may sign one or more written consents describing the action or send electronic transmissions, which must be included in the minutes or filed with the action records. The section uses that phrase without separately defining a numeric threshold, so the governing vote rules and documents must be applied to the specific action.

The action occurs when sufficient consents are delivered, or at a time the consent specifies. A director may withdraw consent by signed revocation delivered before the corporation receives a complete unrevoked set.

If fewer than all directors consent, the corporation must give every nonconsenting or nonvoting director written notice reasonably describing the action within ten days after sufficient consents arrive. Missing notice does not invalidate the action or delay effectiveness, but the statute preserves judicial power to remedy harm to an affected director.

Committee powers can turn on specific board authorization

A committee may have one or more board members. Formation and appointment require the greater of a majority of all directors in office or the governing- document count for board action. Board meeting, notice, waiver, quorum, vote, and consent provisions apply to committees.

Without specific board authorization, a committee may not approve distributions outside a board formula or limit, shareholder-required action, board or committee vacancies, or bylaw changes. The board may appoint alternates; absent a contrary rule, nondisqualified committee members present may unanimously appoint another director for an absent or disqualified member.

Action records are permanent

Wyo. Stat. § 17-16-1601 requires permanent board minutes and records of board action without a meeting and committee action in place of the board. Records may use information-storage devices or distributed and other electronic networks or databases if kept in writing or reasonably convertible into writing.

What trips people up

Nonunanimous consent triggers a separate deadline

The written action can be effective before later notice is sent. Calendar the ten-day notice to all nonconsenting or nonvoting directors separately and give them a reasonable description of what the board did.

Common questions

May any Wyoming director call a special meeting?

The cited Act provisions do not say so. Confirm caller authority in the current articles, bylaws, and board rules rather than inferring it from notice or participation rights.

Must Wyoming board consent be unanimous?

Not under § 17-16-821's default. It uses the requisite number of directors and adds written notice within ten days when the action is less than unanimous.

Does valid procedure approve every underlying transaction?

No. Distributions, share issuances, mergers, charter or bylaw changes, conflict transactions, and other consequential acts may require separate statutory, contractual, shareholder, filing, or fiduciary analysis.

Statutes and sources

• Wyoming Statutes, Title 17 (official compiled PDF)