Nonprofit Corporation Board Meeting, Notice, Quorum, and Director Proxy Rules in Wyoming

At a glance

Requirements one by one

Meeting type, caller, and attendance

Section 17-19-820(a) calls a meeting regular if the board or bylaws fix its time and place; other board meetings are special. Subsection (b) permits either type inside or outside Wyoming. Under § 17-19-822(d), the board's presiding officer, president, or 20% of directors then in office may ordinarily call and give notice of a meeting, unless the articles or bylaws provide otherwise.

Section 17-19-820(c) permits participation or a whole meeting through any means by which all participating directors may simultaneously communicate with one another, unless the articles or bylaws provide otherwise. A director participating that way is deemed present in person.

Notice and waiver

Section 17-19-822(a) ordinarily permits regular meetings without notice. Subsection (b) ordinarily requires at least two days' notice of a special meeting's date, time, and place to each director; the purpose need not be supplied. Under § 17-19-823(a), a director may instead sign a written waiver at any time and file it with the minutes or corporate records. Attendance ordinarily waives notice, but subsection (b) preserves a lack-of-notice objection made on arrival or before a vote on an improperly noticed matter if the director does not then vote for or assent to the action.

Quorum and voting

Section 17-19-824(a) uses directors in office immediately before the meeting begins as the ordinary quorum base. A majority is the default; even when the articles or bylaws vary it, the floor is the greater of one-third of that number or two directors. Subsection (b) requires a quorum when the vote is taken and makes the affirmative vote of a majority of directors present the ordinary board act, subject to a greater vote in the Act or governing documents. It supplies no separate director-proxy method.

What trips people up

For a corporation without members, § 17-19-822(c) requires every director to receive at least seven days' written notice that the board will vote to remove a director or to approve a matter that would require member approval if members existed. Waiver under § 17-19-823 is the statutory alternative. Apply that matter-specific rule when one of those decisions is on the agenda.

Common questions

May the board meet outside Wyoming? Yes. Section 17-19-820(b) permits regular or special meetings in or out of the state.

Can the articles or bylaws set a one-director quorum? Section 17-19-824(a) forbids a document quorum below the greater of one-third of directors in office or two directors.

Statutes and sources

• Wyo. Stat. § 17-19-820, current official text accessed September 30, 2026.
• Wyo. Stat. § 17-19-822, current official text accessed September 30, 2026.
• Wyo. Stat. § 17-19-823, current official text accessed September 30, 2026.
• Wyo. Stat. § 17-19-824, current official text accessed September 30, 2026.