Corporate Bylaws Adoption and Amendment Requirements in Wyoming

At a glance

Requirements one by one

Wyo. Stat. § 17-16-140(a)(iv), (xxxi), (xxxix), (l) defines the covered domestic for-profit corporation, distinguishes a public corporation, recognizes manual and electronic forms of signature, and fixes the Business Corporation Act's statutory range.

Initial bylaws are mandatory, with statutory fallbacks

Wyo. Stat. §§ 17-16-205 and 17-16-206 require the incorporators or board to adopt initial bylaws after incorporation. Named initial directors organize at a meeting called by a majority. If the articles name no initial directors, a majority of incorporators calls a meeting to elect directors and complete organization or to elect a board that does so. The meeting may occur inside or outside Wyoming, and the statute states no bylaw-adoption deadline.

Every incorporator may instead sign one or more written consents describing the action. For later board action, Wyo. Stat. § 17-16-821(a)-(b) permits the requisite number of directors—not necessarily all directors—to sign consents or send electronic transmissions. The corporation includes the action in its minutes or records. If fewer than all directors consent, nonconsenting or nonvoting directors receive written notice within ten days after sufficient consents are delivered.

Wyoming also says what happens if the mandatory adoption was missed. Wyo. Stat. § 17-16-206(c) requires an annual meeting within three months after the fiscal year closes, makes president, secretary, and treasurer the required officers, and permits adoption at any director or shareholder meeting.

Permitted contents remain subordinate to law and the articles

Wyo. Stat. § 17-16-206(b) permits any provision for managing the business and regulating corporate affairs that is consistent with law and the articles. The section states no separate public-policy standard for ordinary bylaws.

Shareholders and the board share later power

Under Wyo. Stat. § 17-16-1020, shareholders may amend or repeal bylaws. The board may do so unless the articles or a special-bylaw section reserves the power to shareholders, or shareholders expressly prevent board amendment, repeal, or reinstatement of a bylaw.

Wyoming's committee rule is unusual. Wyo. Stat. § 17-16-825(e)(iv) permits a committee to adopt, amend, or repeal bylaws only when the board specifically authorizes it. General delegated authority alone does not supply that express authorization.

Board-size and higher-threshold bylaws have separate safeguards

Wyo. Stat. § 17-16-803(a), (d) permits a fixed board or a variable range. After shares issue, only shareholders may change the range or switch between fixed and variable-range structures, although the board or shareholders may fix the number inside an existing range.

Wyo. Stat. § 17-16-1021 follows the actor that adopted a higher-board-quorum or vote bylaw. A shareholder-originated version remains shareholder-controlled unless it says otherwise; a board-originated version may be changed by the board or shareholders. Board action must satisfy the same or greater of the existing and proposed standards.

Wyo. Stat. § 17-16-1022(a)-(c) supplies a separate director-election bylaw only for public corporations. Its election consequences and actor-of-origin repeal rule do not apply to the ordinary private corporation in scope here.

Current bylaws stay at the principal office

Wyo. Stat. §§ 17-16-1601(e)(ii) and 17-16-1602(a), (d) require current bylaws, restated bylaws, and amendments at the principal office. A shareholder may inspect and copy them during regular business hours after at least five business days' written notice. The additional ownership and proper-purpose conditions for other record categories do not apply to this direct inspection, and the articles or bylaws may expand but cannot limit the right.

The current complete Business Corporation Act states no general requirement that ordinary bylaws be signed, certified, acknowledged, notarized, or publicly filed.

A shareholder agreement may be placed in the bylaws

Wyo. Stat. § 17-16-732(b)-(d) permits a qualifying shareholder agreement in the articles or bylaws if every current shareholder approves it. Unless the agreement changes the defaults, it lasts ten years and can be amended only by all then-current shareholders.

The agreement ends when the corporation becomes public. If it was contained or referenced in the bylaws, the board may then delete it and its references without shareholder action. That cleanup power is distinct from the ordinary protected-bylaw rule.

What trips people up

Failing to adopt bylaws does not erase the duty. It activates Wyoming's specific annual-meeting and officer defaults and leaves a statutory route to adopt later at a director or shareholder meeting.

A committee's bylaw power also cannot be inferred from a general delegation. The board must specifically authorize the committee to adopt, amend, or repeal under § 17-16-825(e)(iv).

Common questions

Can incorporators adopt bylaws without meeting?

Yes. Wyo. Stat. § 17-16-205(b) permits one or more written consents describing the action, but every incorporator must sign.

Must every director sign a board consent?

Not under the statutory default. Wyo. Stat. § 17-16-821 allows the requisite number to act, subject to the articles or bylaws and the ten-day notice to nonconsenting or nonvoting directors after sufficient consents are delivered.

Can the board amend a shareholder-adopted bylaw?

Usually, but not if shareholders expressly protected it under Wyo. Stat. § 17-16-1020(b)(ii), or if the articles or a special-bylaw section reserves the power.

Does a shareholder need a proper purpose to inspect the bylaws?

No purpose requirement appears in Wyo. Stat. § 17-16-1602(a) for current bylaws kept under § 17-16-1601(e). The shareholder must give five business days' written notice and inspect during regular business hours at the principal office.

Statutes and sources

• Wyo. Stat. § 17-16-140, covered corporation, public corporation, signature, and act definitions; official Wyoming Legislature text, accessed 2026-08-21.
• Wyo. Stat. §§ 17-16-205 to 17-16-206, organization, initial adoption, contents, and no-bylaws defaults; official Wyoming Legislature text, accessed 2026-08-21.
• Wyo. Stat. § 17-16-732, shareholder agreements and public cutoff; official Wyoming Legislature text, accessed 2026-08-21.
• Wyo. Stat. §§ 17-16-803, 17-16-821, and 17-16-825, board range, consent, and committee authority; official Wyoming Legislature text, accessed 2026-08-21.
• Wyo. Stat. §§ 17-16-1020 to 17-16-1022, amendment, reserved power, and special higher-vote and election bylaws; official Wyoming Legislature text, accessed 2026-08-21.
• Wyo. Stat. §§ 17-16-1601 to 17-16-1602, records and inspection; official Wyoming Legislature text, accessed 2026-08-21.

All quoted provisions are available in the Wyoming Legislature's current Title 17 PDF.