Wyoming commonly permits corporations,
and nonprofits to conduct remote and virtual meetings. Remote meetings
contingent on an association’s articles of incorporation, charter, or bylaws.
There are no standardized regulations for the management of homeowners'
associations in Wyoming. Instead, common interest communities must be registered
as nonprofit corporations and must, therefore, follow regulations described by
the Wyoming Nonprofit Corporation Act. Contact your association’s attorney to
see what your community’s options are for virtual meetings based upon your
governing documents.
2018
Wyoming Statutes TITLE 17 - CORPORATIONS, PARTNERSHIPS AND ASSOCIATIONS CHAPTER
19 - WYOMING NONPROFIT CORPORATION ACT ARTICLE 8 - DIRECTORS AND OFFICERS
SECTION 17-19-820 - Regular and special meetings.
(c)
Unless the articles or bylaws provide otherwise, a board 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 by which all directors
participating may simultaneously 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.
Universal
Citation: WY Stat §
17-19-820 (2018)
17-19-207.
Emergency bylaws and powers.
(a)
Unless the articles of incorporation provide otherwise, the board of directors
of a corporation may adopt bylaws to be effective only in an emergency defined
in subsection (d) of this section. The emergency bylaws, which are subject to
amendment or repeal by the members, may make all provisions necessary for
managing the corporation during the emergency, including:
(i)
Procedures for calling a meeting of the board of directors;
(ii)
Quorum requirements for the meeting; and
(iii)
Designation of additional or substitute directors.
(b) All
provisions of the regular bylaws consistent with the emergency bylaws remain
effective during the emergency. The emergency bylaws are not effective after
the emergency ends.
(c)
Corporate action taken in good faith in accordance with the emergency bylaws:
(i) Binds
the corporation; and
(ii)
Shall not be used to impose liability on a corporate director, officer,
employee or agent unless the action violates standards otherwise set forth in
this act.
(d) An
emergency exists for purposes of this section if a quorum of the corporation's
directors cannot readily be assembled because of some extraordinary event.
Universal
Citation: WY Stat §
17-19-207. (2015)
17-19-303.
Emergency powers.
(a) In
anticipation of or during an emergency defined in subsection (d) of this
section, the board of directors of a corporation may:
(i)
Modify lines of succession to accommodate the incapacity of any director,
officer, employee or agent; and
(ii)
Relocate the principal office, designate alternative principal offices or
regional offices, or authorize the officers to do so.
(b)
During an emergency defined in subsection (d) of this section, unless emergency
bylaws provide otherwise:
(i) Notice
of a meeting of the board of directors need be given only to those directors
whom it is practicable to reach and may be given in any practicable manner,
including by publication and radio; and
(ii) One
(1) or more officers of the corporation present at a meeting of the board of
directors may be deemed to be directors for the meeting, in order of rank and
within the same rank in order of seniority, as necessary to achieve a quorum.
(c)
Corporate action taken in good faith during an emergency under this section to
further the ordinary affairs of the corporation:
(i) Binds
the corporation; and
(ii) May
not be used to impose liability on a corporate director, officer, employee or
agent unless the action violates standards otherwise set forth in this act.
(d) An
emergency exists for the purposes of this section if a quorum of the
corporation's directors cannot readily be assembled because of some extraordinary
event.
Universal
Citation: WY Stat §
17-19-303. (2015)