|
S.F. No. 0072 |
Corporations act-amendments. |
Sponsored By: Joint Corporations, Elections and Political Subdivisions Interim Committee
AN ACT relating to corporations; generally updating and modifying statutes to comply with the model corporations act of 2007; making conforming amendments and directing additional renumbering and technical conforming amendments; and providing for an effective date.
1/5/2009 Bill Number Assigned
1/13/2009 S Received for Introduction
1/14/2009 S Introduced and Referred to S07
1/26/2009 S07 Recommended Amend and Do Pass
ROLL CALL
Ayes: Senator(s) Case, Cooper, Hastert, Johnson and Scott
Ayes 5 Nays 0 Excused 0 Absent 0 Conflicts 0
1/26/2009 S Placed on General File
SF0072SS001/ADOPTED
Page 1-line 3 After "amendments" insert "and directing additional renumbering and technical conforming amendments".
Page 12-line 7 After "disclosure," insert "or modified disclosure as described in W.S. 17-16-862(b) if the director's conflicting interest transaction is of the type described in that subsection,".
Page 13-line 4 Delete "such" insert "any".
Page 13-line 6 Delete "such" insert "the".
Page 13-line 27 Delete "such" insert "the".
Page 17-line 39 Delete "such" insert "the".
Page 18-line 16 After "corporation" insert ".".
Page 18-lines 17 and 18 Delete.
Page 20-line 6 Delete "17-16-821(b) and (c)" insert "17-16-821".
Page 20-line 13 After "17-16-850(a)(ii)," delete balance of line.
Page 20-line 14 Delete.
Page 20-line 15 Delete ", (c)".
Page 20-line 42 Delete "and" insert ","; after "(b)(intro)" insert "and by creating a new subsection (e)".
Page 21-line 3 After "(a)" insert ", (e)(intro)".
Page 21-line 39 After "filing" insert "pursuant to W.S. 17-16-120".
Page 21-line 41 Strike "At" insert "As of"; after "time" strike balance of line and insert "received for filing,".
Page 21-line 42 Strike "filed,".
Page 24-lines 38 through 40 Delete and renumber.
Page 24-line 42 Delete "(xvi)" insert "(xv)".
Page 25-line 1 Delete "(xvii)" insert "(xvi)".
Page 25-line 5 Delete "(xviii)" insert "(xvii)".
Page 25-line 8 Delete "(xix)" insert "(xviii)".
Page 25-line 12 Delete "(xx)" insert "(xix)".
Page 25-line 25 Delete "(xxi)" insert "(xx)".
Page 25-line 28 Delete "(xxii)" insert "(xxi)".
Page 25-line 31 Delete "(xxiii)" insert "(xxii)".
Page 25-lines 35 through 37 Delete and renumber.
Page 25-line 39 Delete "(xxv)" insert "(xxiii)".
Page 25-line 41 Delete "(xxvi)" insert "(xxiv)".
Page 25-line 44 Delete "(xxvii)" insert "(xxv)".
Page 26-line 1 Delete "(xxviii)" insert "(xxvi)".
Page 26-line 17 Delete "(xxix)" insert "(xxvii)".
Page 26-line 22 Delete "(xxx)" insert "(xxviii)".
Page 26-line 26 Delete "(xxxi)" insert "(xxix)".
Page 26-line 33 Delete "(xxxii)" insert "(xxx)".
Page 26-line 36 Delete "(xxxiii)" insert "(xxxi)".
Page 26-line 41 Delete "(xxxiv)" insert "(xxxii)".
Page 27-line 1 Delete "(xxxv)" insert "(xxxiii)".
Page 27-line 4 Delete "(xxxvi)" insert "(xxxiv)".
Page 27-line 12 Delete "(xxxvii)" insert "(xxxv)".
Page 27-line 15 Delete "(xxxviii)" insert "(xxxvi)".
Page 27-line 22 Delete "(xxxix)" insert "(xxxvii)".
Page 27-line 28 Delete "(xl)" insert "(xxxviii)".
Page 27-line 31 Delete "(xli)" insert "(xxxix)".
Page 27-line 34 Delete "(xlii)" insert "(xl)".
Page 27-line 40 Delete "(xliii)" insert "(xli)".
Page 27-line 44 Delete "(xliv)" insert "(xlii)".
Page 28-line 11 Delete "(xlv)" insert "(xliii)".
Page 28-line 15 Delete "(xlvi)" insert "(xliv)".
Page 28-line 23 Delete "(xlvii)" insert "(xlv)".
Page 28-line 26 Delete "(xlviii)" insert "(xlvi)".
Page 33-line 39 Delete "such" insert "the".
Page 34-line 8 Delete "such" insert "the".
Page 36-line 27 Reinsert stricken "by the holders of".
Page 36-line 28 Reinsert all stricken language; delete all new language.
Page 37-line 1 After "corporation" insert "as".
Page 37-line 28 Delete "such" insert "the".
Page 38-line 10 Delete "such" insert "the".
Page 38-line 26 Delete "such" insert "the".
Page 40-line 21 After "greater" insert "or lesser".
Page 44-line 2 Delete "senior" insert "the chief executive officer;".
Page 44-line 3 Delete.
Page 47-After line 10 Insert:
"(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 the requisite number of 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 the requisite number of directors, or shall be
sent by electronic transmission by each director the requisite number of directors, and shall be
included in the minutes or filed with the corporate records reflecting the
action taken.".
Page 47-line 15 Delete "all" insert "the requisite number of".
Page 47-line 16 Before "directors" delete "the".
Page 47-line 21 Delete "all"; after "the" insert "requisite number of".
Page 47-line 22 After "directors." insert "If action is taken by less than unanimous written consent of the directors, the corporation shall give the non-consenting or non-voting directors written notice of the action not more than ten (10) days after written consents sufficient to take the action have been delivered to the corporation. The notice shall reasonably describe the action taken. The requirement to give the notice shall not delay the effectiveness of actions taken by the written consent, and a failure to comply with the notice requirements shall not invalidate actions taken by written consent, provided that this subsection shall not be deemed to limit judicial power to fashion any appropriate remedy in favor of a director adversely affected by a failure to give the notice within the required time period.".
Page 48-line 28 Delete "such".
Page 53-line 28 Delete "such" insert "the".
Page 54-lines 42 through 45 Delete.
Page 55-lines 1 through 15 Delete.
Page 55-lines 42 through 46 Delete.
Page 56-line 24 Strike "reasonable".
Page 56-line 31 Delete "relevant".
Page 56-line 41 Delete "relevant".
Page 57-line 36 Delete "relevant".
Page 58-line 17 Delete "relevant".
Page 66-line 41 Delete "such"; after "party" insert "to the merger".
Page 67-line 5 Delete "the".
Page 67-line 6 Delete "organic" insert "Wyoming"; delete "of a domestic eligible entity"; after "does not" insert "otherwise".
Page 67-line 31 Delete "such" insert "the".
Page 69-line 14 Delete "such"; after "party" insert "to the share exchange".
Page 69-line 32 Delete "the organic" insert "Wyoming"; delete "of a domestic other entity"; after "not" insert "otherwise".
Page 69-line 36 Delete "the organic" insert "Wyoming"; delete "of a domestic other".
Page 69-line 37 Delete "entity"; after "not" insert "otherwise".
Page 70-line 14 Delete "such" insert "the".
Page 70-line 25 Delete "such" insert "the"; after "shareholders" insert "of the domestic corporation".
Page 73-line 9 Delete "such"; after "shareholder" insert "of the domestic corporation".
Page 73-line 10 Delete "such".
Page 74-line 45 After "under" delete balance of line and insert "any other provision of Wyoming law".
Page 74-line 46 Delete through "transaction".
Page 75-line 2 Delete and insert "any other provision of Wyoming law.".
Page 77-line 4 Delete "such".
Page 83-line 7 After "a" insert "transfer or".
Page 83-line 9 After "the" insert "transfer or".
Page 83-line 14 After "the" insert "transfer or".
Page 85-line 35 Delete "17-16-1105" insert "17-16-1104".
Page 86-line 30 Delete "such" insert "the".
Page 87-line 16 Delete "less than unanimous".
Page 87-line 31 Delete "17-16-1105" insert "17-16-1104".
Page 93-line 44 Delete "costs" insert "expenses".
Page 93-line 47 Strike "costs" insert "expenses".
Page 94-line 3 Strike "costs" insert "expenses".
Page 94-line 4 Strike "costs" insert "expenses".
Page 96-After line 4 Insert:
"(e) A claim that is not barred by this section may be enforced in accordance with W.S. 17-16-1407(d).".
Page 101-After line 3 Insert:
"(e) Every corporation organized,
domesticated or continued under the laws of this state in order to receive a
certificate of transfer pursuant to subsection (c) of this section shall pay to
the secretary of state, in addition to all other statutory taxes and fees, a
special toll charge equal to the percentage of the
net actual value of its assets, wherever located, as follows, but in no case
shall any special toll charge be less than one thousand dollars ($1,000.00) of fifty dollars ($50.00):".
Page 102-line 22 After "17-16-850(a)(iii)" delete balance of line and insert ", (iv), (vi) and (vii)".
Page 102-after line 33 Insert and renumber:
"Section 4. In exercising the authority granted under W.S. 28-8-105(a)(v) the legislative service office is directed to renumber the provisions of the Wyoming Business Corporation Act to correspond as nearly as possible to the numbering of the model corporations act of 2007 in accordance with the following:
(a) The renumbering shall conform with the provisions of the W.S. 8-1-105;
(b) Provisions of the Wyoming Business Corporations Act shall be renumbered regardless of whether the provisions are contained within this act;
(c) Internal citations within the Wyoming Business Corporations Act and within other provisions of Wyoming Statutes shall be conformed;
(d) No action taken pursuant to this section shall alter the meaning;
(e) Where it is not feasible to follow the numbering of the Model Corporations Act of 2007 for sections and subsections, reference to the Model Corporations Act numbers shall be provided either in the section headings or in annotations following the section or subsection as appropriate.".
Page 102-line 35 Delete "4" insert "5". CASE
1/27/2009 S Passed CoW
1/28/2009 S Passed 2nd Reading
1/29/2009 S Passed 3rd Reading
ROLL CALL
Ayes: Senator(s) Anderson, J., Bebout, Burns, Case, Coe, Cooper, Decaria, Dockstader, Esquibel, F., Geis, Hastert, Hines, Hunnicutt, Jennings, Johnson, Landen, Larson, Martin, Massie, Meier, Nicholas, Perkins, Peterson, Ross, Schiffer, Scott, Sessions, Townsend, Vasey and Von Flatern
Ayes 30 Nays 0 Excused 0 Absent 0 Conflicts 0
2/2/2009 H Received for Introduction
2/2/2009 H Introduced and Referred to H07
2/13/2009 H07 Recommended Amend and Do Pass
ROLL CALL
Ayes: Representative(s) Brown, Craft, Diercks, Hales, Miller, Stubson and Zwonitzer, Dn.
Excused: Representative(s) Illoway and Lubnau
Ayes 7 Nays 0 Excused 2 Absent 0 Conflicts 0
2/13/2009 H Placed on General File
SF0072HS001/ADOPTED (TO ENGROSSED COPY)
Page 43-line 10 After "corporation" insert "or any interested party".
Page 46-line 29 Delete "reasonable attorney's fees" insert "an award of expenses". BROWN, VICE CHAIRMAN
2/23/2009 H Passed CoW
2/24/2009 H Laid Back Pursuant to HR 9-3-C
SF0072H2001/ADOPTED (TO ENGROSSED COPY)
Page 92-line 28 Strike "dissenter" insert "shareholder demanding appraisal rights".
Page 93-line 33 Strike "dissenters" insert "shareholders demanding appraisal rights". ILLOWAY
SF0072H2002.01/ADOPTED (CORRECTED COPY) (TO ENGROSSED COPY)
Page 9-line 40 Delete "sanctions" insert "relief".
Page 10-line 3 Delete "sanctions" insert "relief".
Page 13-line 7 After "court" delete balance of the line.
Page 13-line 8 Delete the line through ", and".
Page 13-line 29 Delete "sanctions" insert "relief".
Page 82-line 28 Delete "to the extent provided by" insert "if specifically provided in". LUBNAU, SIMPSON
SF0072H2002.02/FAILED (CORRECTED COPY) (TO ENGROSSED COPY)
Page 93-line 28 After "." delete balance of the line.
Page 93-lines 29 through 36 Strike all existing language; delete all new language including the Illoway second reading amendment (SF0072H2001/AE) to these lines. LUBNAU, SIMPSON
SF0072H2003/ADOPTED (TO ENGROSSED COPY)
Page 93-line 23 Delete "expenses" insert "costs".
Page 93-lines 25 through 36 Delete the Lubnau, et. al second reading amendment (SF0072H2002/AE) to these lines.
Page 93-line 26 Reinsert stricken "costs" delete "expenses".
Page 93-line 29 Reinsert stricken "costs" delete "expenses".
Page 93-line 30 Reinsert stricken "costs" delete "expenses". STUBSON
2/25/2009 H Passed 2nd Reading
2/26/2009 H Passed 3rd Reading
ROLL CALL
Ayes: Representative(s) Anderson, R., Bagby, Berger, Blake, Bonner, Brown, Buchanan, Byrd, Cannady, Childers, Cohee, Connolly, Craft, Davison, Diercks, Edmonds, Esquibel, K., Gilmore, Gingery, Goggles, Hales, Hallinan, Hammons, Harshman, Harvey, Illoway, Jaggi, Jorgensen, Landon, Lockhart, Madden, McKim, McOmie, Mercer, Meyer, Miller, Millin, Moniz, Patton, Pedersen, Petersen, Philp, Quarberg, Roscoe, Semlek, Shepperson, Simpson, Steward, Stubson, Teeters, Thompson, Throne, Wallis, Zwonitzer, Dn. and Zwonitzer, Dv.
Nays: Representative(s) Brechtel, Lubnau and Peasley
Absent: Representative(s) Barbuto and Carson
Ayes 55 Nays 3 Excused 0 Absent 2 Conflicts 0
2/26/2009 S Received for Concurrence
2/27/2009 S Did Concur
ROLL CALL
Ayes: Senator(s) Anderson, J., Bebout, Burns, Case, Coe, Cooper, Decaria, Dockstader, Esquibel, F., Geis, Hastert, Hines, Hunnicutt, Jennings, Johnson, Landen, Larson, Martin, Massie, Meier, Nicholas, Perkins, Peterson, Ross, Schiffer, Scott, Sessions, Townsend, Vasey and Von Flatern
Ayes 30 Nays 0 Excused 0 Absent 0 Conflicts 0
2/27/2009 Assigned Number SEA No. 0053
2/27/2009 S President Signed SEA No. 0053
2/27/2009 H Speaker Signed SEA No. 0053
3/3/2009 Governor Signed SEA No. 0053
3/3/2009 Assigned Chapter Number
Chapter No. 0115 Session Laws of Wyoming 2009.