Corporate Bylaws - Wyoming

BYLAWS OF [____________________], a Wyoming corporation

A for-profit corporation organized under the Wyoming Business Corporation Act, Wyo. Stat. § 17-16-101 et seq. (the "Act").

Effective Date: [__/__/____]

TABLE OF CONTENTS

1. Article I — Offices and Registered Agent
2. Article II — Shareholders
3. Article III — Board of Directors
4. Article IV — Committees
5. Article V — Officers
6. Article VI — Shares and Transfers
7. Article VII — Indemnification and Advance for Expenses
8. Article VIII — Distributions and Dividends
9. Article IX — Records and Reports
10. Article X — Corporate Seal, Fiscal Year, and General Provisions
11. Article XI — Amendment of Bylaws
12. Article XII — Emergency Bylaws
13. Certification / Secretary's Adoption Block
14. Sources and References

ARTICLE I — OFFICES AND REGISTERED AGENT

Section 1.1 Principal Office. The principal office of the corporation shall be located at [____________________], or at such other place as the Board of Directors (the "Board") may from time to time determine. The corporation may also have offices at such other places, within or without the State of Wyoming, as the Board may designate or the business of the corporation may require.

Section 1.2 Registered Agent and Registered Office. The corporation shall continuously maintain a registered office and registered agent in Wyoming as required by Wyo. Stat. § 17-16-501 and Title 17, Chapter 28. The registered agent is [____________________], whose registered office address is [____________________]. The corporation may change the registered office or registered agent by filing a statement of change with the Wyoming Secretary of State under Wyo. Stat. § 17-28-102, including the new agent's written consent when the agent changes.

ARTICLE II — SHAREHOLDERS

Section 2.1 Annual Meeting. Unless directors are elected by written consent under Wyo. Stat. § 17-16-704 instead, the corporation shall hold an annual shareholders' meeting at a time stated in or fixed under these Bylaws, as Wyo. Stat. § 17-16-701 requires. The annual meeting shall be held on [____________________], or on another date and time fixed by the Board. Missing the designated time does not invalidate corporate action.

Section 2.2 Special Meetings. Pursuant to Wyo. Stat. § 17-16-702, special meetings of shareholders shall be held on call of the Board or a person authorized by the Articles or these Bylaws, or when holders of at least ten percent (10%) of the votes entitled to be cast on an issue proposed for the meeting sign, date, and deliver written demands describing its purpose. The Articles may set a lower threshold or a higher threshold not exceeding twenty-five percent (25%). Only business within the purposes described in the meeting notice may be conducted.

Section 2.3 Place of Meetings; Remote Participation. Shareholder meetings may be held within or outside Wyoming at a place stated in or fixed under these Bylaws; absent such a place, they shall be held at the principal office. Under Wyo. Stat. § 17-16-701(b), the Board may authorize remote participation in an annual meeting or a wholly remote annual meeting. It shall consider shareholders' ability to participate remotely and provide an alternative for those unable to do so. The corporation shall reasonably verify the identity of remote shareholders and proxies, provide a reasonable opportunity to participate and vote while reading or hearing the proceedings substantially concurrently, and retain a record of each remote vote or other action. A shareholder or proxy participating under these procedures is deemed present in person.

Section 2.4 Notice of Meetings. Pursuant to Wyo. Stat. § 17-16-705, the corporation shall give notice to shareholders of the date, time, place, and means of communication of each annual and special meeting no fewer than ten (10) nor more than sixty (60) days before the meeting date. Notice of a special meeting must include its purposes. Notice of an annual meeting need not state its purpose unless otherwise required by the Act or the Articles. Notice is required only to shareholders entitled to vote unless the Act or the Articles require otherwise.

Section 2.5 Waiver of Notice. A shareholder may waive notice required by the Act, the Articles, or these Bylaws before or after the meeting by a signed writing or electronic transmission delivered to the corporation, as provided in Wyo. Stat. § 17-16-706. Attendance waives objection to lack of or defective notice unless the shareholder objects at the beginning of the meeting. It waives objection to a matter outside the noticed purposes unless the shareholder objects when that matter is presented.

Section 2.6 Record Date. The Board may fix in advance a record date for determining shareholders entitled to notice of and to vote at a meeting, to take action by written consent, to receive a distribution, or for any other purpose, in accordance with Wyo. Stat. § 17-16-707. A record date may not be more than seventy (70) days before the meeting or action requiring a determination of shareholders.

Section 2.7 Shareholders' List. After fixing a record date for a meeting, the corporation shall prepare an alphabetical list of shareholders entitled to notice of the meeting, available for inspection as provided in Wyo. Stat. § 17-16-720.

Section 2.8 Quorum. Pursuant to Wyo. Stat. § 17-16-725, shares entitled to vote as a separate voting group may take action on a matter only if a quorum of those shares exists. Unless the Act or the Articles provide otherwise, a majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum. Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and any adjournment, unless a new record date is set.

Section 2.9 Voting. Except as otherwise provided by the Act or the Articles, each outstanding share is entitled to one (1) vote on each matter voted on at a shareholders' meeting (Wyo. Stat. § 17-16-721). If a quorum exists, action on a matter (other than the election of directors) is approved by a voting group if the votes cast favoring the action exceed the votes cast opposing the action, unless the Act or the Articles require a greater number, as provided in Wyo. Stat. §§ 17-16-725 and 17-16-726. The election of directors is governed by Wyo. Stat. § 17-16-728 (plurality voting unless cumulative voting is provided).

Section 2.10 Proxies. A shareholder or the shareholder's agent or attorney-in-fact may appoint a proxy to vote or otherwise act for the shareholder by signing an appointment form or by electronic transmission, in accordance with Wyo. Stat. § 17-16-722. An appointment is valid for eleven (11) months unless the appointment form expressly provides a longer period; it is revocable unless the form or transmission states that it is irrevocable and it is coupled with an interest.

Section 2.11 Different Quorum or Voting Requirements. The Articles may provide for a greater or lesser quorum or voting requirement for shareholders than the Act provides, subject to Wyo. Stat. § 17-16-727.

Section 2.12 Action by Written Consent. Under Wyo. Stat. § 17-16-704, shareholder action may be taken without a meeting by unanimous written consent of those entitled to vote. If the Articles permit, it may instead be taken by written consents representing at least the votes needed at a meeting at which all entitled shares were present and voted. Consents must be dated, describe the action, be signed by the requisite holders, and be delivered to the corporation for its records; enough consents must be delivered within sixty (60) days after the earliest signed consent delivered. The corporation shall give required notices to nonvoting and nonconsenting shareholders within ten (10) days after sufficient consents are delivered or authorized tabulation is completed. Electronic consent is permitted if its date and authorization can be determined.

Section 2.13 Adjournment. Any shareholders' meeting may be adjourned. Unless the Bylaws require otherwise, no notice of the adjourned meeting need be given if the new date, time, and place are announced at the meeting before adjournment, except that notice of an adjourned meeting must be given if a new record date is or must be fixed under Wyo. Stat. § 17-16-707.

ARTICLE III — BOARD OF DIRECTORS

Section 3.1 General Powers. Pursuant to Wyo. Stat. § 17-16-801, all corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation shall be managed under the direction of, the Board, subject to any limitation set forth in the Articles or in a shareholders' agreement authorized by the Act.

Section 3.2 Number and Qualifications. Under Wyo. Stat. § 17-16-803, the Board consists of one (1) or more individuals, with the number specified as [____] director(s), or fixed within a range of [____] to [____] directors permitted by the Articles or these Bylaws. After shares have been issued, only shareholders may change the range or change between a fixed and variable-range Board. Directors need not reside in Wyoming or own shares unless the Articles or these Bylaws require it (Wyo. Stat. § 17-16-802).

Section 3.3 Election and Term. Directors are elected at the first annual shareholders' meeting and at each annual meeting thereafter, unless their terms are staggered under Wyo. Stat. § 17-16-806. Each director holds office until the next annual meeting and until the director's successor is elected and qualifies, subject to earlier resignation, removal, or death (Wyo. Stat. § 17-16-805).

Section 3.4 Resignation. A director may resign by written notice or electronic transmission delivered to the Board, its chair, or the corporation under Wyo. Stat. § 17-16-807. Resignation is effective on delivery unless it specifies a later time or an event determining its effective time.

Section 3.5 Removal. Shareholders may remove directors with or without cause unless the Articles require cause, subject to the voting-group and cumulative-voting protections of Wyo. Stat. § 17-16-808. A director may be removed only at a meeting called for that purpose, whose notice states that removal is a purpose.

Section 3.6 Vacancies. Pursuant to Wyo. Stat. § 17-16-810, unless the Articles provide otherwise, a vacancy on the Board (including one resulting from an increase in the number of directors) may be filled by the shareholders, by the Board, or, if the directors remaining in office constitute fewer than a quorum, by the affirmative vote of a majority of all directors remaining in office.

Section 3.7 Regular Meetings. The Board may hold regular meetings, within or without the State of Wyoming, at such times and places as it may determine. Regular meetings may be held without notice of the date, time, place, or purpose if these Bylaws so provide.

Section 3.8 Special Meetings. Pursuant to Wyo. Stat. § 17-16-820, special meetings of the Board may be called by [the Chair of the Board / the President / any two (2) directors]. Special meetings may be held within or without the State of Wyoming.

Section 3.9 Notice of Special Meetings. Unless the Articles or these Bylaws provide otherwise, special meetings of the Board must be preceded by at least [two (2)] days' notice of the date, time, and place of the meeting, but need not describe the purpose, in accordance with Wyo. Stat. § 17-16-822. Notice may be waived as provided in Wyo. Stat. § 17-16-823; a director's attendance at or participation in a meeting waives any required notice unless, at the beginning of the meeting or promptly upon arrival, the director objects to holding the meeting or transacting business and does not thereafter vote for or assent to action taken.

Section 3.10 Quorum and Voting. Pursuant to Wyo. Stat. § 17-16-824, unless the Articles or these Bylaws require more, a Board quorum is a majority of the fixed number of directors or, for a variable-range board, a majority of the prescribed number, or if none is prescribed, the number in office immediately before the meeting. The Articles or these Bylaws may authorize a quorum of no fewer than one-third (1/3) of that fixed or prescribed number. If a quorum is present, the affirmative vote of a majority of directors present is the Board's act unless the Articles or these Bylaws require more.

Section 3.11 Telephonic and Electronic Meetings. Under Wyo. Stat. § 17-16-820(b), unless the Articles or these Bylaws provide otherwise, directors may participate in or conduct a meeting by any means of communication, including electronic transmission, by which all participating directors may communicate with each other during the meeting. Such a director is deemed present in person.

Section 3.12 Action Without Meeting. Under Wyo. Stat. § 17-16-821, unless the Articles or these Bylaws provide otherwise, Board action without a meeting may be taken by the requisite number of directors. One or more signed written consents or electronic transmissions shall describe the action and be included in the minutes or corporate records. The action is effective when sufficient consents are delivered to the corporation unless they specify a different effective time. If fewer than all directors consent, the corporation shall give nonconsenting or nonvoting directors written notice describing the action within ten (10) days after delivery of sufficient consents.

Section 3.13 Compensation. The Board may fix the compensation of directors and may provide for reimbursement of reasonable expenses incurred in the performance of their duties, in accordance with Wyo. Stat. § 17-16-811.

Section 3.14 Standards of Conduct. Each director shall act in good faith and in a manner reasonably believed to be in or at least not opposed to the corporation's best interests. In becoming informed for decisions and attending to oversight, directors shall use the care a person in a like position would reasonably believe appropriate under similar circumstances, in accordance with Wyo. Stat. § 17-16-830.

ARTICLE IV — COMMITTEES

Section 4.1 Creation of Committees. Pursuant to Wyo. Stat. § 17-16-825, unless the Articles or these Bylaws provide otherwise, the Board may create one or more committees and appoint one or more members of the Board to serve on them. The creation of a committee and appointment of members must be approved by the greater of (a) a majority of all directors in office when the action is taken or (b) the number of directors required by the Articles or these Bylaws to take action under Wyo. Stat. § 17-16-824.

Section 4.2 Authority of Committees. To the extent specified by the Board, the Articles, or these Bylaws, a committee may exercise Board authority. Under Wyo. Stat. § 17-16-825(e), without specific Board authorization a committee may not: (a) authorize or approve distributions except by a Board-prescribed formula, method, or limits; (b) approve or propose shareholder action requiring shareholder approval under the Act; (c) fill vacancies on the Board or, subject to § 17-16-825(g), its committees; or (d) adopt, amend, or repeal Bylaws.

Section 4.3 Committee Procedures. The provisions of the Act governing Board meetings, action without meeting, notice and waiver of notice, and quorum and voting requirements apply to committees and their members.

ARTICLE V — OFFICERS

Section 5.1 Officers. Pursuant to Wyo. Stat. § 17-16-840, the corporation shall have the officers described in these Bylaws or appointed by the Board in accordance with these Bylaws. The officers shall include a President, a Secretary, and a Treasurer, and may include a Chair of the Board, one or more Vice Presidents, and such other officers and assistant officers as the Board deems necessary. The same individual may simultaneously hold more than one office.

Section 5.2 Appointment and Term. Officers are appointed by the Board (or by a duly appointed officer to the extent authorized by the Board or these Bylaws). Each officer holds office until a successor is appointed or until the officer's earlier resignation or removal.

Section 5.3 Resignation and Removal. Pursuant to Wyo. Stat. § 17-16-843, an officer may resign at any time by delivering notice to the corporation; the resignation is effective when the notice is delivered unless it specifies a later effective time. The Board may remove any officer at any time with or without cause. Appointment of an officer does not itself create contract rights (Wyo. Stat. § 17-16-844).

Section 5.4 President. The President is the principal executive officer of the corporation (unless the Board designates another officer as principal executive officer) and, subject to the Board's control, supervises and controls the business and affairs of the corporation. The President shall preside at meetings of shareholders and of the Board in the absence of a Chair of the Board, and shall perform such other duties as the Board may assign.

Section 5.5 Secretary. The Secretary shall: (a) prepare and maintain minutes of the meetings of shareholders and the Board and a record of actions taken without a meeting; (b) authenticate records of the corporation; (c) give all notices required by the Act, the Articles, or these Bylaws; (d) maintain the share transfer records and the list of shareholders; and (e) perform such other duties as the Board or the President may assign. The duties of the Secretary include responsibility for preparing minutes and authenticating records under Wyo. Stat. § 17-16-841.

Section 5.6 Treasurer. The Treasurer is the principal financial and accounting officer of the corporation and shall: (a) have charge and custody of, and be responsible for, the funds and securities of the corporation; (b) keep accurate books and records of account; (c) deposit corporate funds in depositories selected by the Board; and (d) perform such other duties as the Board or the President may assign.

Section 5.7 Duties and Standards of Conduct. Each officer has the authority and shall perform the duties set forth in these Bylaws or prescribed by the Board or by another officer authorized by the Board, consistent with Wyo. Stat. § 17-16-841, and shall discharge the officer's duties in accordance with the standards of conduct set forth in Wyo. Stat. § 17-16-842.

ARTICLE VI — SHARES AND TRANSFERS

Section 6.1 Issuance of Shares. Subject to any reservation of issuance power to shareholders in the Articles and any shareholder-approval requirement under Wyo. Stat. § 17-16-621(f), the Board may authorize shares for tangible or intangible property or benefits to the corporation and shall determine the adequacy of consideration before issuance. Shares may be certificated or uncertificated as permitted by the Act.

Section 6.2 Share Certificates. If shares are certificated, each certificate shall state on its face the name of the corporation and that it is organized under the laws of Wyoming, the name of the person to whom issued, and the number and class (and series, if any) of shares the certificate represents, in accordance with Wyo. Stat. § 17-16-625. Each certificate shall be signed (either manually or in facsimile) by two officers designated in these Bylaws or by the Board and may bear the corporate seal.

Section 6.3 Uncertificated Shares. Unless the Articles or these Bylaws provide otherwise, the Board may authorize some or all shares without certificates. Within a reasonable time after issuance or transfer, the corporation shall send the shareholder the information required by Wyo. Stat. §§ 17-16-625(b)–(c), 17-16-626(b), and, if applicable, 17-16-627.

Section 6.4 Transfer of Shares. Transfers of shares shall be made on the books of the corporation only by the record holder or by a duly authorized attorney-in-fact, upon surrender of any certificate (if certificated) properly endorsed for transfer, and subject to any transfer restrictions noted on the certificate or in the corporate records.

Section 6.5 Transfer Restrictions. Restrictions on share transfers must comply with Wyo. Stat. § 17-16-627. A later restriction does not affect previously issued shares unless their holders agreed to it or voted for it. A valid restriction binds a holder or transferee if its existence is conspicuously noted on the certificate or included in the statement for uncertificated shares; without that notice it does not bind a person lacking knowledge of the restriction.

Section 6.6 Lost, Destroyed, or Stolen Certificates. The Board may direct the issuance of a new certificate (or uncertificated shares) in place of any certificate alleged to have been lost, destroyed, or wrongfully taken, upon receipt of an affidavit of that fact and, if the Board requires, a bond sufficient to indemnify the corporation.

ARTICLE VII — INDEMNIFICATION AND ADVANCE FOR EXPENSES

Section 7.1 Permissible Indemnification of Directors. The corporation may indemnify a director who is a party to a proceeding because of service as a director, subject to Wyo. Stat. § 17-16-851, if the director acted in good faith, reasonably believed the conduct was in or at least not opposed to the corporation's best interests, and, in a criminal proceeding, had no reasonable cause to believe it unlawful. The Articles may authorize broader indemnification as permitted by Wyo. Stat. §§ 17-16-202(b)(v) and 17-16-851(a)(ii). Termination by judgment, settlement, conviction, or plea alone does not decide whether the standard was met.

Section 7.2 Limitations on Indemnification. Subject to court-ordered relief under Wyo. Stat. § 17-16-854(a)(iii), the corporation may not indemnify a director under § 17-16-851: (a) in a proceeding by or in the right of the corporation, except for reasonable expenses if the director met the required standard; or (b) for conduct for which the director was adjudged liable on the basis of receiving a financial benefit to which the director was not entitled.

Section 7.3 Mandatory Indemnification. The corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because the director is or was a director, against reasonable expenses incurred in connection with the proceeding, in accordance with Wyo. Stat. § 17-16-852.

Section 7.4 Advance for Expenses. Pursuant to Wyo. Stat. § 17-16-853, the corporation may, before final disposition of a proceeding, advance funds to pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding if: (a) the director delivers to the corporation a written affirmation of the director's good-faith belief that the standard of conduct described in Wyo. Stat. § 17-16-851 has been met or that the proceeding involves conduct for which liability has been eliminated under a provision of the Articles as authorized by Wyo. Stat. § 17-16-202(b)(iv); and (b) the director delivers to the corporation a written undertaking to repay any funds advanced if the director is not entitled to mandatory indemnification under Wyo. Stat. § 17-16-852 and it is ultimately determined under Wyo. Stat. § 17-16-854 or § 17-16-855 that the director did not meet the standard of conduct described in Wyo. Stat. § 17-16-851. The undertaking shall be an unlimited general obligation of the director, need not be secured, and may be accepted without reference to the financial ability of the director to make repayment.

Section 7.5 Determination and Authorization. A determination that indemnification under Wyo. Stat. § 17-16-851 is permissible, and authorization for a specific proceeding, shall follow Wyo. Stat. § 17-16-855, including its rules for qualified directors, special legal counsel, or shareholders. Advances shall be authorized under § 17-16-853(c).

Section 7.6 Indemnification of Officers. Pursuant to Wyo. Stat. § 17-16-856, the corporation may indemnify and advance expenses to an officer of the corporation to the same extent as to a director, and an officer who is not a director is entitled to mandatory indemnification under Wyo. Stat. § 17-16-852 and to apply for court-ordered indemnification under Wyo. Stat. § 17-16-854 to the same extent as a director.

Section 7.7 Insurance. Under Wyo. Stat. § 17-16-857, the corporation may purchase and maintain liability insurance for a director or officer, including service at the corporation's request in another entity while a director or officer, whether or not the corporation could indemnify or advance expenses against that liability.

Section 7.8 Application. Indemnification and advances to directors and officers are limited to those permitted by Wyo. Stat. §§ 17-16-850 through 17-16-859. Any additional right under the Articles, these Bylaws, a resolution, or a contract must comply with that subarticle, including §§ 17-16-858 and 17-16-859.

ARTICLE VIII — DISTRIBUTIONS AND DIVIDENDS

Section 8.1 Authorization. The Board may authorize, and the corporation may make, distributions to its shareholders (including dividends) at such times and in such amounts as the Board determines, subject to any restriction in the Articles and to the limitations of Wyo. Stat. § 17-16-640.

Section 8.2 Limitations. No distribution may be made if, after giving it effect: (a) the corporation would not be able to pay its debts as they become due in the usual course of business; or (b) the corporation's total assets would be less than the sum of its total liabilities plus (unless the Articles permit otherwise) the amount that would be needed, if the corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of shareholders whose preferential rights are superior to those receiving the distribution, all as provided in Wyo. Stat. § 17-16-640.

Section 8.3 Record Date for Distributions. The Board may fix a record date for a distribution. If it does not, the record date is the date the Board authorizes the distribution, except for a distribution involving the purchase, redemption, or other acquisition of the corporation's shares, as provided in Wyo. Stat. § 17-16-640(b).

ARTICLE IX — RECORDS AND REPORTS

Section 9.1 Corporate Records. Under Wyo. Stat. § 17-16-1601, the corporation shall keep permanent minutes of shareholder and Board meetings, records of action taken by either without a meeting, and records of committee action in place of the Board. It shall maintain accounting records and a shareholder record from which a list of shareholder identities, share holdings, and required mailing or electronic addresses can be prepared.

Section 9.2 Records to Be Kept Available. The corporation shall keep a copy of the records described in Wyo. Stat. § 17-16-1601 (including the Articles, these Bylaws, certain resolutions, minutes of shareholder meetings, written communications to shareholders, a list of current directors and officers, and the most recent annual report) at its principal office.

Section 9.3 Shareholder Inspection Rights. Under Wyo. Stat. § 17-16-1602(a), a shareholder may inspect and copy the § 17-16-1601(e) records at the principal office during regular business hours after at least five (5) business days' written notice. Inspection of the additional records listed in § 17-16-1602(b) requires the shareholder to have held of record at least five percent (5%) of outstanding shares for the preceding six (6) months, give at least five (5) business days' written notice, and meet § 17-16-1602(c)'s good-faith, proper-purpose, particularity, and direct-connection conditions. These statutory rights shall not be limited by these Bylaws.

Section 9.4 Financial Statements. On request, the corporation shall furnish annual financial statements to shareholders as Wyo. Stat. § 17-16-1620 requires, including any accountant's report or required statement by the president or accounting officer. The statute's mailing timing applies to requests made before or after the first one hundred twenty (120) days following the fiscal year.

Section 9.5 Annual Report. The corporation shall deliver to the Wyoming Secretary of State the annual report required by Wyo. Stat. § 17-16-1630, and shall maintain a copy with its corporate records.

ARTICLE X — CORPORATE SEAL, FISCAL YEAR, AND GENERAL PROVISIONS

Section 10.1 Corporate Seal. The corporation may, but need not, have a corporate seal in such form as the Board may determine, as referenced in Wyo. Stat. § 17-16-302. The use or nonuse of a corporate seal does not affect the validity of any instrument.

Section 10.2 Fiscal Year. The fiscal year of the corporation shall end on [____________________] of each year, or on such other date as the Board may determine by resolution.

Section 10.3 Form of Records. The corporation may maintain its records in any form (including electronic form) capable of conversion into written form within a reasonable time, consistent with Wyo. Stat. § 17-16-1601.

Section 10.4 Conflict with Articles or Act. In the event of any conflict between these Bylaws and the Articles or the Act, the Articles or the Act, as applicable, shall control.

Section 10.5 Severability. If any provision of these Bylaws is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

ARTICLE XI — AMENDMENT OF BYLAWS

Section 11.1 Amendment by Board. Pursuant to Wyo. Stat. § 17-16-1020, the Board may amend or repeal these Bylaws unless (a) the Articles or the Act reserve that power exclusively to the shareholders in whole or in part, or (b) the shareholders, in amending, repealing, or adopting a particular bylaw, expressly provide that the Board may not amend, repeal, or readopt that bylaw.

Section 11.2 Amendment by Shareholders. Pursuant to Wyo. Stat. § 17-16-1020, the shareholders may amend or repeal these Bylaws even though the Bylaws may also be amended or repealed by the Board.

Section 11.3 Quorum and Voting Bylaws. Shareholder quorum or vote changes must be made in the Articles under Wyo. Stat. § 17-16-727. A bylaw increasing the Board's quorum or voting requirement may be adopted, amended, or repealed only as Wyo. Stat. § 17-16-1021 permits. Section 17-16-1022 addresses a public corporation's election of directors and does not govern Board quorum bylaws.

ARTICLE XII — EMERGENCY BYLAWS

Section 12.1 Emergency Bylaws. Pursuant to Wyo. Stat. § 17-16-207 (emergency bylaws) and the emergency powers under Wyo. Stat. § 17-16-303, the Board may adopt emergency bylaws, subject to amendment or repeal by the shareholders, that are operative during an emergency resulting from a catastrophic event or other circumstance that makes it impracticable for a quorum of the Board to be readily assembled.

Section 12.2 Notice and Quorum During Emergency. During an emergency, notice of a Board meeting need be given only to those directors whom it is practicable to reach and may be given by any practicable means. One or more officers of the corporation present at a Board meeting may be deemed directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.

Section 12.3 Lines of Succession; Relocation. The emergency bylaws may provide lines of succession for officers and directors, the relocation of the principal office, and the designation of alternative offices or alternative directors, consistent with the Act.

Section 12.4 Effect; Liability. Corporate action taken in good faith in accordance with the emergency bylaws or emergency powers binds the corporation and may not be the basis for imposing liability on any director, officer, employee, or agent. To the extent not inconsistent with any emergency bylaws so adopted, these Bylaws remain in effect during the emergency, and upon termination of the emergency the emergency bylaws cease to be operative.

CERTIFICATION / SECRETARY'S ADOPTION BLOCK

The undersigned, being the duly elected and acting Secretary of [____________________], a Wyoming corporation, hereby certifies that the foregoing Bylaws were duly adopted as the Bylaws of the corporation by [the incorporator(s) / the Board of Directors] pursuant to Wyo. Stat. §§ 17-16-205 and 17-16-206 on [__/__/____], and that such Bylaws have not been amended or repealed and remain in full force and effect as of the date set forth below.

Dated: [__/__/____]

____________________________________
[____________________], Secretary

SOURCES AND REFERENCES

• Wyoming Business Corporation Act, Wyo. Stat. § 17-16-101 et seq. (Chapter 16 of Title 17)
• Wyo. Stat. §§ 17-16-205 to 17-16-207 (organization of corporation; bylaws; emergency bylaws)
• Wyo. Stat. § 17-16-303 (emergency powers); § 17-16-302 (general powers; corporate seal)
• Wyo. Stat. § 17-16-501 (registered office and agent); § 17-28-102 (change)
• Wyo. Stat. §§ 17-16-621 to 17-16-627 (issuance of shares; certificates; uncertificated shares; transfer restrictions); § 17-16-640 (distributions)
• Wyo. Stat. §§ 17-16-701 to 17-16-708 (annual and special meetings; action without meeting; notice; waiver; record date; remote participation)
• Wyo. Stat. §§ 17-16-720 to 17-16-728 (shareholders' list; voting entitlement; proxies; quorum and voting requirements; greater requirements; voting for directors)
• Wyo. Stat. §§ 17-16-801 to 17-16-811 (board: duties; qualifications; number; election; staggered terms; resignation; removal; vacancies; compensation)
• Wyo. Stat. §§ 17-16-820 to 17-16-825 (board meetings; action without meeting; notice; waiver; quorum and voting; committees)
• Wyo. Stat. § 17-16-830 (general standards for directors); § 17-16-842 (standards of conduct for officers)
• Wyo. Stat. §§ 17-16-840 to 17-16-844 (officers; duties; resignation and removal; contract rights)
• Wyo. Stat. §§ 17-16-850 to 17-16-859 (indemnification): § 17-16-851 (permissible indemnification; standard of conduct); § 17-16-852 (mandatory indemnification); § 17-16-853 (advance for expenses; written affirmation and undertaking); § 17-16-854 (court-ordered indemnification); § 17-16-855 (determination and authorization); § 17-16-856 (indemnification of officers); § 17-16-857 (insurance); § 17-16-858 (variation by corporate action; application); § 17-16-859 (exclusivity)
• Wyo. Stat. § 17-16-1020 (bylaw amendments); § 17-16-1021 (director quorum and voting bylaws); § 17-16-1022 (public-corporation director elections)
• Wyo. Stat. §§ 17-16-1601 to 17-16-1630 (corporate records; inspection rights; financial statements; annual report)