Nonprofit Corporation Bylaw Adoption and Amendment Requirements in Wyoming

At a glance

Requirements one by one

Adoption and organization

Section 17-19-206(a) says the incorporators or board shall adopt initial bylaws. If none have been adopted, subsection (c) supplies an annual-meeting deadline of three months after fiscal-year close, identifies the required officers, and allows adoption at any director or member meeting. Under § 17-19-205, named initial directors organize after incorporation on a majority call. Otherwise incorporators meet on a majority call to elect directors or a board to finish organizing; all incorporators may sign written consents for their organizational action. Bylaws may regulate affairs only consistently with law and the articles.

Amendment votes and notice

For a corporation without members, § 17-19-1020 gives incorporators amendment power until directors are chosen, and then gives it to the board. The amendment requires a majority of directors in office. Each director must receive the seven-day written notice required by § 17-19-822(c), and the notice must identify the amendment and include its copy or summary or state its general nature.

For a corporation with members, § 17-19-1021 ordinarily requires two-thirds of votes cast or a majority of voting power, whichever is less. Board approval is also required for a public-benefit or religious corporation when the change does not concern board size, composition, director terms, or selection. Members, and in specified cases directors, may condition adoption on a higher vote. Section 17-19-1022 requires separate class approval for specified changes, with different triggers for public-benefit, mutual-benefit, and religious corporations.

A meeting vote needs written member notice under §§ 17-19-1021(d) and 17-19-705, identifying the amendment and including a copy or summary. A written-consent or ballot solicitation must also contain or accompany a copy or summary. Section 17-19-704 permits member written consent with notice and approval by 90% of members entitled to vote, unless governing documents restrict it. Articles may require another person's written approval under § 17-19-1030. Section 17-19-1031 adds special notice and two-thirds-of-each-class approval for terminating members or cancelling memberships of public-benefit or mutual-benefit corporations.

Emergency bylaws and access

Under § 17-19-207, unless the articles say otherwise, the board may adopt bylaws effective only when an extraordinary event prevents a director quorum from readily assembling. Members may amend or repeal them. Consistent regular bylaws continue during the emergency, and emergency bylaws cease when it ends.

Section 17-19-1601(e) requires current bylaws and amendments at the principal office. A member may inspect and copy them at a reasonable time and location after at least five business days' written notice or demand under § 17-19-1602(a). A religious corporation's articles or bylaws may limit or abolish that inspection right under subsection (e).

Common questions

Can the board increase member voting thresholds alone? Section 17-19-722(c) requires members to approve a higher member quorum, and § 17-19-723(b) requires members to approve a bylaw amendment changing the vote required for member action.

Do emergency bylaws replace the regular bylaws permanently? No. Section 17-19-207(b) keeps consistent ordinary bylaws effective during the emergency and ends the emergency bylaws when it ends.

Statutes and sources

• Wyo. Stat. § 17-19-205, accessed September 30, 2026.
• Wyo. Stat. § 17-19-206, accessed September 30, 2026.
• Wyo. Stat. § 17-19-207, accessed September 30, 2026.
• Wyo. Stat. § 17-19-704, accessed September 30, 2026.
• Wyo. Stat. § 17-19-705, accessed September 30, 2026.
• Wyo. Stat. § 17-19-722, accessed September 30, 2026.
• Wyo. Stat. § 17-19-723, accessed September 30, 2026.
• Wyo. Stat. § 17-19-822, accessed September 30, 2026.
• Wyo. Stat. § 17-19-824, accessed September 30, 2026.
• Wyo. Stat. § 17-19-1020, accessed September 30, 2026.
• Wyo. Stat. § 17-19-1021, accessed September 30, 2026.
• Wyo. Stat. § 17-19-1022, accessed September 30, 2026.
• Wyo. Stat. § 17-19-1030, accessed September 30, 2026.
• Wyo. Stat. § 17-19-1031, accessed September 30, 2026.
• Wyo. Stat. § 17-19-1601, accessed September 30, 2026.
• Wyo. Stat. § 17-19-1602, accessed September 30, 2026.