Corporation-electronic meetings.

WORKING DRAFT

ORIGINAL HOUSE

BILL

NO.
0016

ENROLLED ACT NO. 18, HOUSE OF REPRESENTATIVES

FIFTY-EIGHTH LEGISLATURE OF THE STATE OF WYOMING
2005 GENERAL SESSION

AN ACT relating to business corporations; providing for electronic meetings; and providing for an effective date.

Be It Enacted by the Legislature of the State of Wyoming:

Section 1.
W.S. 17
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16
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701(b), 17
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16
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704(a), 17
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16
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705(a) and (e), 17
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16
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706(a), 17
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16
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807(a), 17
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16
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820(b) and 17
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16
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821(a) are amended to read:

17
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16
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701.

Annual meeting.

(b)

Annual shareholders' meetings may be held in or out of this state at the place stated in or fixed in accordance with the bylaws. If no place is stated in or fixed in accordance with the bylaws, annual meetings shall be held at the corporation's principal office.
The board of directors may, in its sole discretion, determine that the meeting shall not be held at any place, but may instead be held by means of remote communication. The board shall take into consideration stockholders' ability to participate by remote communication and provide an alternative means of participation for those stockholders unable to participate by remote communication. If authorized by the board of directors in its sole discretion, and subject to guidelines and procedures the board of directors may adopt, stockholders and proxies not physically present at a meeting of stockholders may, by means of remote communication:

(i)

Participate in a meeting of stockholders; and

(ii)

Be deemed present in person and vote at a meeting of stockholders, whether the meeting is held at a designated place or solely by means of remote communication, provided that the corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder or proxy. The corporations shall implement reasonable measures to provide the stockholders and proxies a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with the proceeding. If any stockholder or proxy votes or takes other action at the meeting by means of remote communication, a record of the vote or other action shall be maintained by the corporation.

17
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16
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704.

Action without meeting.

(a)

Action required or permitted by this act to be taken at a shareholders' meeting may be taken without a meeting if notice of the proposed action is given to all voting shareholders and the action is taken by the holders of all shares entitled to vote on the action. The action shall be evidenced by one (1) or more written consents bearing the date of signature and describing the action taken, signed, either manually
, by electronic transmittal
or in facsimile, by the holders of the requisite number of shares entitled to vote on the action, and delivered to the corporation for inclusion in the minutes or filing with the corporate records.

17
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16
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705.

Notice of meeting.

(a)

A corporation shall notify shareholders of the date, time,
and
place
and means of communication
of each annual and special shareholders' meeting no fewer than ten (10) nor more than sixty (60) days before the meeting date. Unless this act or the articles of incorporation require otherwise, the corporation is required to give notice only to shareholders entitled to vote at the meeting.

(e)

Unless the bylaws require otherwise, if an annual or special shareholders' meeting is adjourned to a different date, time,
or
place
or means of communication
, notice need not be given of the new date, time,
or
place
or means of communication
if the new date, time
or
place
or means of communication
is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or shall be fixed under W.S. 17
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16
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707, however, notice of the adjourned meeting shall be given under this section to persons who are shareholders as of the new record date.

17
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16
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706.

Waiver of notice.

(a)

A shareholder may waive any notice required by this act, the articles of incorporation, or bylaws before or after the date and time stated in the notice. The waiver shall be in writing, be signed, either manually or in facsimile,
or shall be sent by electronic transmission
by the shareholder entitled to the notice, and be delivered to the corporation for inclusion in the minutes or filing with the corporate records.

17
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16
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807.

Resignation of directors.

(a)

A director may resign at any time by
delivering
written notice
or by electronic transmission delivered
to the board of directors, its chairman, or to the corporation.

17
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16
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820.

Meetings.

(b)

Unless the articles of incorporation or bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication
, including electronic transmission
by which all directors participating may communicate with each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.

17
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16
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821.

Action without meeting.

(a)

Unless the articles of incorporation or bylaws provide otherwise, action required or permitted by this act to be taken at a board of directors' meeting may be taken without a meeting if the action is taken by all members of the board. The action shall be evidenced by one (1) or more written consents describing the action taken, signed, either manually or in facsimile, by each director,
or shall be sent by electronic transmission by each director,
and
shall be
included in the minutes or filed with the corporate records reflecting the action taken.

Section 2.

This act is effective July 1, 2005.

(END)

Speaker of the House

President of the Senate

Governor

TIME APPROVED: _________

DATE APPROVED: _________

I hereby certify that this act originated in the House.

Chief Clerk

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