17-18-116. Proxies.

(a) Any qualified corporation may in its articles of incorporation restrict or prohibit the use of proxies to vote shares. The restriction or prohibition may be effective for:

(i) All meetings;

(ii) All meetings and issues with any specific exceptions the board of directors authorizes; or

(iii) Any meetings or any issues or both that the board of directors specifies.

(b) The restriction or prohibitions on the use of proxies apply only to meetings including adjournments of meetings held within the state of Wyoming.

(c) Notwithstanding any prohibition or restriction on the use of proxies, the beneficial owner of any shares entitled to vote shall always be entitled to vote the shares in person. If the beneficial owner of the shares is a minor or is incompetent, the shares may be voted in person by a trustee, a guardian, or a parent acting as trustee under the Wyoming Uniform Transfers to Minors Act or a similar act. If the beneficial owner of the shares is an entity other than a natural person, the shares may be voted by any duly authorized officer of that entity.

(d) Any restrictions imposed on persons who may be appointed to act as proxies shall not discriminate on their face in favor of management and against any shareholders opposed to management.

(e) The board may restrict appointment as proxies to specific individuals designated by the corporation provided:

(i) Shareholders are given the opportunity to give binding instructions as to how the shares are to be voted on any issues or in any elections that management is aware of at least thirty (30) days before it mails materials seeking proxies;

(ii) The corporation serves notice in writing on any shareholder who has requested in writing the notice within the past year of the deadline for submission of material on any issue that may arise at the meeting. The notice shall be given at least ten (10) days before the deadline;

(iii) The individuals designated for appointment as proxies agree to vote all valid proxies according to the shareholder instructions given; and

(iv) A meeting may not be adjourned sine die to prevent a vote on an issue if a quorum is present and the required majority either by proxy or in person has had an opportunity to indicate and has indicated an intention to vote against the recommendation of the board or management of the corporation on that issue.

(f) If the articles of incorporation permit the board to impose restrictions on the use of proxies and a court orders a shareholder's meeting, the board may still impose the restrictions provided if it does so within ten (10) days of the meeting or within half the total number of days between the date of the court order and the date of the meeting, whichever is less. The time periods for notice of issues and mailing deadlines set forth in subsection (e) of this section shall not apply to court ordered meetings.