Wyoming: Corporate Bylaws Adoption and Amendment Requirements

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.