Removal of Board Members
Defined remedies
Regulatory Action: REMEDY
33 states have BRDRMV regulations
AL AK AZ AR CA CO CT DE FL GA
HI ID IL IN IA KS KY LA ME MD
MA MI MN MS MO MT NE NV NH NJ
NM NY NC ND OH OK OR PA RI SC
SD TN TX UT VT VA WA WV WI WY
AL Code § 19-3B-706
REGULATORY BODY: Not Specific
STATUTE TEXT:
NOTES: Ala. Code § 19-3B-706; Ala. Code § 19-3B-110
AL Code § 19-3B-110
REGULATORY BODY: Not Specific
STATUTE TEXT:
NOTES: Ala. Code § 19-3B-706; Ala. Code § 19-3B-110
AK Code § 13.36.076
REGULATORY BODY: Not Specific
STATUTE TEXT:
NOTES: Alaska Stat. Ann. § 13.36.076; Alaska Stat. Ann. § 44.23.020
AK Code § 44.23.020
REGULATORY BODY: Not Specific
STATUTE TEXT:
NOTES: Alaska Stat. Ann. § 13.36.076; Alaska Stat. Ann. § 44.23.020
AZ Code § 10-3810
REGULATORY BODY: Not Specific
STATUTE TEXT: 10-3810. Removal of directors by judicial proceeding A. The court in the county where a corporation’s known place of business or, if none in this state, its statutory agent is located may remove a director of the corporation from office in a proceeding commenced either by the corporation or by its members holding at least twenty-five per cent of the voting power of any class, if the court finds that both: 1. The director engaged in fraudulent conduct or intentional criminal conduct with respect to the corporation. 2. Removal is in the best interests of the corporation. B. The court that removes a director may bar the director from serving on the board for a period prescribed by the court, but in no event may the period exceed five years. C. If members commence a proceeding under subsection A, they shall make the corporation a party defendant, unless the corporation elects to become a party plaintiff. D. The articles of incorporation or bylaws of a corporation organized for religious purposes may limit or prohibit the application of this section.
NOTES: Ariz. Rev. Stat. Ann. § 10-3810; Ariz. Rev. Stat. Ann. § 14-10706
AZ Code § 14-10706
REGULATORY BODY: Not Specific
STATUTE TEXT:
NOTES: Ariz. Rev. Stat. Ann. § 10-3810; Ariz. Rev. Stat. Ann. § 14-10706
AR Code § 4-28-222
REGULATORY BODY: Not Specific
STATUTE TEXT: A corporation incorporated under the provisions of the Arkansas Nonprofit Corporation Act, ssss 4-28-201 – 4-28-206 and 4-28-209 – 4-28-224, may be dissolved involuntarily by a decree of the Pulaski County Circuit Court in an action filed by the Attorney General or by a decree of the circuit court of the county in which that corporation is domiciled in an action filed by the prosecuting attorney when it is established that: (1) The corporation procured its articles of incorporation through fraud; (2) The corporation has continued to exceed or abuse the authority conferred upon it by law; (3) The corporation has failed for ninety (90) days to appoint and maintain a registered agent in this state; (4) The corporation has failed to keep proper accounting records as provided in the Arkansas Nonprofit Corporation Act, ssss 4-28-201 – 4-28-206 and 4-28-209 – 4-28-224; (5) The corporation constitutes a public nuisance; or (6) The corporation has violated the laws of this state or the rules of any state regulatory board or commission having jurisdiction of any activity of the corporation.
NOTES: Ark. Code Ann. § 4-28-222
CA Code § 7223
REGULATORY BODY: Not Specific
STATUTE TEXT: (a)The superior court of the proper county may, at the suit of one of the parties specified in subdivision (b), remove from office any director in case of fraudulent or dishonest acts or gross abuse of authority or discretion with reference to the corporation or breach of any duty arising as a result of Section 7238 and may bar from reelection any director so removed for a period prescribed by the court. The corporation shall be made a party to such action. (b)An action under subdivision (a) may be instituted by any of the following: Terms Used In California Corporations Code 7223Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.County: includes “city and county. See California Education Code 17491Subdivision: means a subdivision of the section in which the term appears unless some other section is expressly mentioned. See California Education Code 17486 (1)A director. (2)In the case of a corporation where the total number of votes entitled to be cast for a director is less than 5,000, twice the authorized number (Section 5036) of members, or 20 members, whichever is less. (3)In the case of a corporation where the total number of votes entitled to be cast for a director is 5,000 or more, twice the authorized number (Section 5036) of members, or 100 members, whichever is less. (c)In the case of a corporation holding assets in charitable trust, the Attorney General may bring an action under subdivision (a), may intervene in such an action brought by any other party and shall be given notice of any such action brought by any other party. (Amended by Stats. 1981, Ch. 587, Sec. 29.)
NOTES: Cal. Corp. Code § 7223
CO Code § 24-31-101
REGULATORY BODY: Not Specific
STATUTE TEXT:
NOTES: Colo. Rev. Stat. Ann. § 24-31-101; Colo. Rev. Stat. Ann. § 15-1-1001
CO Code § 15-1-1001
REGULATORY BODY: Not Specific
STATUTE TEXT:
NOTES: Colo. Rev. Stat. Ann. § 24-31-101; Colo. Rev. Stat. Ann. § 15-1-1001
CT Code § 33-1090
REGULATORY BODY: Not Specific
STATUTE TEXT: (a) The superior court for the judicial district where a corporation’s principal office or, if none in this state, its registered office is located may remove a director of the corporation from office in a proceeding commenced either by the corporation or by its members holding at least ten per cent of the voting power of any class if the court finds that (1) the director engaged in fraudulent or dishonest conduct or gross abuse of authority or discretion, with respect to the corporation and (2) removal is in the best interest of the corporation.(b) The court that removes a director may bar the director from serving on the board for a period prescribed by the court.(c) If members commence a proceeding under subsection (a) of this section, they shall make the corporation a party defendant.(P.A. 96-256, S. 66, 209.)History: P.A. 96-256 effective January 1, 1997.
NOTES: Conn. Gen. Stat. Ann. § 33-1090
DE Code § 284
REGULATORY BODY: Not Specific
STATUTE TEXT: (a) Upon motion by the Attorney General, the Court of Chancery shall have jurisdiction to revoke or forfeit the charter of any corporation for abuse, misuse or nonuse of its corporate powers, privileges or franchises. The Attorney General shall proceed for this purpose by complaint in the Court of Chancery. (b) The Court of Chancery shall have power, by appointment of trustees, receivers or otherwise, to administer and wind up the affairs of any corporation whose charter shall be revoked or forfeited by the Court of Chancery under this section, and to make such orders and decrees with respect thereto as shall be just and equitable respecting its affairs and assets and the rights of its stockholders and creditors. (c) No proceeding shall be instituted under this section for nonuse of any corporationis powers, privileges or franchises during the first 2 years after its incorporation. 8 Del. C. 1953, ss 283; 56 Del. Laws, c. 50; 66 Del. Laws, c. 136, ss 41; 71 Del. Laws, c. 339, ss 59; 81 Del. Laws, c. 354, ss 11.
NOTES: Del. Code Ann. tit. 8, § 284
GA Code § 14-3-810
REGULATORY BODY: Not Specific
STATUTE TEXT: (a) The superior court may remove any director of the corporation from office in a proceeding commenced either by the corporation, its members holding at least 10 percent of the voting power of any class, or, in the case of a corporation described in paragraph (2) of subsection (a) of Code Section 14-3-1302, the Attorney General, if the court finds that: (1) The director engaged in fraudulent or dishonest conduct, or gross abuse of authority or discretion, with respect to the corporation, or a final judgment has been entered finding that the director has violated a duty set forth in Code Section 14-3-830 or 14-3-831, or the director has been subjected to sanction for participation in a “director’s conflicting interest transaction” as defined in paragraph (2) of Code Section 14-3-860; and (2) Removal is in the best interest of the corporation. (b) The court that removes a director may bar the director from serving on the board for a period prescribed by the court. (c) If members or the Attorney General commence a proceeding under subsection (a) of this Code section, the corporation shall be made a party defendant.
NOTES: Ga. Code Ann. § 14-3-810
HI Code § 414D-140
REGULATORY BODY: Not Specific
STATUTE TEXT: ss414D-140 Removal of directors by judicial proceeding. (a) The circuit court of the county where a corporation’s principal office is located may remove any director of the corporation from office in a proceeding commenced either by the corporation or its members holding at least ten per cent of the voting power of any class, or the attorney general in the case of a public benefit corporation, if the court finds that with respect to the corporation, the director’s removal is in the best interest of the corporation due to: (1) The director’s fraudulent or dishonest conduct; (2) The director’s gross abuse of authority or discretion; or (3) A final judgment finding that the director has violated a duty set forth in sections 414D-149 and 414D-152, and that removal is in the best interest of the corporation. (b) The court that removes a director may bar the director from serving on the board for a period prescribed by the court. (c) If members or the attorney general commence a proceeding under subsection (a), the corporation shall be made a party defendant. (d) If a public benefit corporation or its members commence a proceeding under subsection (a), within ten days of its commencement, they shall give the attorney general written notice of the proceeding. [L 2001, c 105, pt of ss1; am L 2004, c 171, ss7]
NOTES: Haw. Rev. Stat. § 414D-140
REMEDYT-BRDRMV-NS
REGULATORY BODY: Not Specific
NOTES: 760 Ill. Comp. Stat. Ann. 55/16
REMEDYT-BRDRMV-NS
REGULATORY BODY: Not Specific
NOTES: IC 23-17-24-1.5
IA Code § 633A.5108
REGULATORY BODY: Not Specific
STATUTE TEXT:
NOTES: Iowa Code Ann. § 633A.5108
ME Code § 704-A
REGULATORY BODY: Not Specific
STATUTE TEXT:
NOTES: 13-B M.R.S.A. § 704-A
REMEDYT-BRDRMV-NS
REGULATORY BODY: Not Specific
NOTES: M.S.A. 317A.751(7): “In deciding whether to order dissolution, the court shall consider whether lesser relief suggested by one or more parties, such as any form of equitable relief or a partial liquidation, would be adequate to permanently relieve the circumstances established under subdivision 3, 4, or 5. Lesser relief may be ordered if it would be appropriate under the facts and circumstances of the case.”
MO Code § 355.356
REGULATORY BODY: Not Specific
STATUTE TEXT: Effective 01 Jul 1995, see footnote 355.356. Removal of director by court. o 1. The circuit court of the county where a corporation’s principal office is located may remove any director of the corporation from office in a proceeding commenced either by the corporation, its members holding at least ten percent of the voting power of any class, or the attorney general in the case of a public benefit corporation if the court finds that: (1) The director engaged in fraudulent or dishonest conduct, or gross abuse of authority or discretion, with respect to the corporation, or a final judgment has been entered finding that the director has violated a duty set forth in sections 355.416 to 355.426; and (2) Removal is in the best interest of the corporation. 2. The court that removes a director may bar the director from serving on the board for a period prescribed by the court. 3. If members or the attorney general commence a proceeding under subsection 1 of this section, the corporation shall be made a party defendant. 4. If a public benefit corporation or its members commence a proceeding under subsection 1 of this section, they shall give the attorney general written notice of the proceeding. ——– (L. 1994 H.B. 1095) Effective 7-01-95
NOTES: Mo. Ann. Stat. § 355.356
MT Code § 35-2-423
REGULATORY BODY: Not Specific
STATUTE TEXT: 35-2-423. Removal of directors by judicial proceeding. (1) The district court for the judicial district of the county where a corporation’s principal office is located or, if the principal office is not located in the state, Lewis and Clark County may remove any director of the corporation from office in a proceeding commenced by the corporation, by its members holding at least 10% of the voting power of any class, or by the attorney general in the case of a public benefit corporation if the court finds that: (a) (i) the director engaged in fraudulent or dishonest conduct or in gross abuse of authority or discretion with respect to the corporation; or (ii) a final judgment has been entered finding that the director has violated a duty set forth in 35-2-416, 35-2-418, 35-2-435, or 35-2-436; and (b) removal is in the best interest of the corporation. (2) The court that removes a director may bar the director from serving on the board for a period prescribed by the court. (3) If members or the attorney general commence a proceeding under subsection (1), the corporation must be made a party defendant. (4) If a public benefit corporation or its members commence a proceeding under subsection (1), they shall give the attorney general written notice of the proceeding. (5) The articles or bylaws of a religious corporation may limit or prohibit the application of this section. History: En. Sec. 82, Ch. 411, L. 1991; amd. Sec. 39, Ch. 240, L. 2007.
NOTES: Mont. Code Ann. § 35-2-423
NE Code § 21-1977
REGULATORY BODY: Not Specific
STATUTE TEXT: (a) The district court of the county where a corporationes principal office (or, if none in this state, its registered office) is located may remove any director of the corporation from office in a proceeding commenced either by the corporation, its members holding at least ten percent of the voting power of any class, or the Attorney General in the case of a public benefit corporation, if it finds that (1)(i) the director engaged in fraudulent or dishonest conduct, (ii) the director engaged in a gross abuse of authority or discretion, with respect to the corporation, or (iii) a final judgment has been entered finding that the director has violated a duty set forth in sections 21-1986 to 21-1989 and (2) removal is in the best interest of the corporation. Terms Used In Nebraska Statutes 21-1977Attorney: shall mean attorney at law. See Nebraska Statutes 49-801Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.Defendant: In a civil suit, the person complained against; in a criminal case, the person accused of the crime.State: when applied to different states of the United States shall be construed to extend to and include the District of Columbia and the several territories organized by Congress. See Nebraska Statutes 49-801 (b) The district court may bar the removed director from serving on the board for a period prescribed by the court. (c) If members or the Attorney General commence a proceeding under subsection (a) of this section the corporation shall be made a party defendant. (d) If a public benefit corporation or its members commence a proceeding under subsection (a) of this section, they shall give the Attorney General written notice of the proceeding. (e) The articles or bylaws of a religious corporation may limit or prohibit the application of this section. Source Laws 1996, LB 681, ss 77.
NOTES: Neb. Rev. Stat. § 21-1977
NM Code § 57-22-10
REGULATORY BODY: Not Specific
STATUTE TEXT:
NOTES: N.M. Stat. Ann. § 57-22-10; N.M. Stat. Ann. § 57-22-9
NM Code § 57-22-9
REGULATORY BODY: Not Specific
STATUTE TEXT:
NOTES: N.M. Stat. Ann. § 57-22-10; N.M. Stat. Ann. § 57-22-9
NY Code § 112(a)(4)
REGULATORY BODY: Not Specific
STATUTE TEXT:
NOTES: N-PCL §§ 112(a)(4), 706; Executive Law § 175; Can be negotiated in Assurance of Discontinuance per Executive Law § 63(15)
NY Code § 175
REGULATORY BODY: Not Specific
STATUTE TEXT:
NOTES: N-PCL §§ 112(a)(4), 706; Executive Law § 175; Can be negotiated in Assurance of Discontinuance per Executive Law § 63(15)
NY Code § 63(15)
REGULATORY BODY: Not Specific
STATUTE TEXT:
NOTES: N-PCL §§ 112(a)(4), 706; Executive Law § 175; Can be negotiated in Assurance of Discontinuance per Executive Law § 63(15)
ND Code § 10-33-37
REGULATORY BODY: Not Specific
STATUTE TEXT: 1.The district court of the county in which the principal executive office of a corporation is located may remove any director of the corporation from office in a proceeding commenced either by the corporation, its members holding at least ten percent of the voting power of any class of shares, or the attorney general, if the court finds:a.The director engaged in fraudulent or dishonest conduct, or gross abuse of authority or discretion, with respect to the corporation;b.That the provisions of subsection 2 of section 10-33-27 have been violated; orc.Final judgment has been entered finding the director has violated section 10-33-45.2.The court that removes a director may bar the director from serving on the board for a period prescribed by the court.3.If members or the attorney general commence a proceeding under subdivision a of subsection 1, then the corporation must be made a party defendant.4.If a corporation or its members commence a proceeding under subsection 1, they must give the attorney general written notice of the proceeding.
NOTES: N.D. Cent. Code Ann. § 10-33-37
OR Code § 128.710
REGULATORY BODY: Not Specific
STATUTE TEXT:
NOTES: Or. Rev. Stat. Ann. § 128.710
PA Code § 5726
REGULATORY BODY: Not Specific
STATUTE TEXT: ss 5726. Removal of directors.(a) Removal by the members.– (1) Unless otherwise provided in a bylaw adopted by the members, the entire board of directors, or a class of the board where the board is classified with respect to the power to select directors, or any individual director of a nonprofit corporation may be removed from office without assigning any cause by the vote of members, or a class of members, entitled to elect directors, or the class of directors. In case the board or a class of the board or any one or more directors are so removed, new directors may be elected at the same meeting. (2) An individual director shall not be removed, unless the entire board or class of the board is removed, from the board of a corporation in which members are entitled to vote cumulatively for the board or a class of the board if sufficient votes are cast against the resolution for removal of the director which, if cumulatively voted at an annual or other regular election of directors, would be sufficient to elect one or more directors to the board or to the class. (b) Removal by the board.–Unless otherwise provided in a bylaw adopted by the members, the board of directors may declare vacant the office of a director who has been judicially declared of unsound mind or who has been convicted of an offense punishable by imprisonment for a term of more than one year, or for any other proper cause which the bylaws may specify, or if, within 60 days, or other time as the bylaws may specify, after notice of selection, a director does not accept the office either in writing or by attending a meeting of the board of directors and fulfill the other requirements of qualification as the bylaws may specify. (c) Removal by the court.–Upon application of any member or director, the court may remove from office any director in case of fraudulent or dishonest acts, or gross abuse of authority or discretion with reference to the corporation, or for any other proper cause, and may bar from office any director so removed for a period prescribed by the court. The corporation shall be made a party to the action and, as a prerequisite to the maintenance of an action under this subsection, a member shall comply with Subchapter G (relating to judicial supervision of corporate action). (d) Effect of reinstatement.–An act of the board done during the period when a director has been suspended or removed for cause shall not be impugned or invalidated if the suspension or removal is thereafter rescinded by the members or by the board or by the final judgment of a court. (July 9, 2013, P.L.476, No.67, eff. 60 days) Cross References. Section 5726 is referred to in section 5504 of this title.
NOTES: 15 Pa. Cons. Stat. Ann. § 5726; 71 Pa. Stat. Ann. § 732-204
PA Code § 732-204
REGULATORY BODY: Not Specific
STATUTE TEXT:
NOTES: 15 Pa. Cons. Stat. Ann. § 5726; 71 Pa. Stat. Ann. § 732-204
SC Code § 33-31-810
REGULATORY BODY: Not Specific
STATUTE TEXT: (a) The circuit court of the county where a corporation’s principal office in this State, or, if none in this State, its registered office, is located may remove any director of the corporation from office in a proceeding commenced either by the corporation, its members holding at least five percent of the voting power of any class to elect directors, or the Attorney General in the case of a public benefit corporation, if the court finds that: (1) the director engaged in fraudulent or dishonest conduct, or gross abuse of authority or discretion, with respect to the corporation, or a final judgment has been entered finding that the director has violated a duty set forth in Sections 33-31-830 through 33-31-833; and (2) removal is in the best interest of the corporation. (b) The court that removes a director may bar the director from serving on the board for a period prescribed by the court. (c) If members or the Attorney General commence a proceeding under subsection (a), the corporation must be made a party defendant. (d) If a public benefit corporation or its members commence a proceeding under subsection (a), they shall give the Attorney General written notice of the proceeding. (e) The articles or bylaws of a religious corporation may limit or prohibit the application of this section. HISTORY: 1994 Act No. 384, Section 1.
NOTES: S.C. Code Ann. § 33-31-810
TN Code § 29-35-102
REGULATORY BODY: Not Specific
STATUTE TEXT:
NOTES: Tenn. Code Ann. § 29-35-102; 29-35-109
UT Code § 75-7-706
REGULATORY BODY: Not Specific
STATUTE TEXT:
NOTES: Utah Code Ann. § 75-7-706 (“The settlor, a cotrustee, or a qualified beneficiary may request the court to remove a trustee, or a trustee may be removed by the court on its own initiative”)
VT Code § 8.1
REGULATORY BODY: Not Specific
STATUTE TEXT: ss 8.10. Removal of directors by judicial proceeding (a)(1) The Superior Court may remove any director of the corporation from office in a proceeding commenced either by the corporation, its members holding at least 10 percent of the voting power of any class, or the Attorney General in the case of a public benefit corporation if the court finds that: (A) the director engaged in fraudulent or dishonest conduct, or gross abuse of authority or discretion, with respect to the corporation, that the provisions of section 8.13 of this title have been violated, or a final judgment has been entered finding that the director has violated a duty set forth in sections 8.30 through 8.33 of this title; and (B) removal is in the best interest of the corporation. (2) The petition for removal shall be filed: (A) in the county where the corporation’s principal office is located; (B) in the county where the corporation’s registered office is located if the corporation has no principal office in this State; or (C) in the Superior Court of Washington County where the corporation has no principal office or registered office in this State. (b) The court that removes a director may bar the director from serving on the board for a period prescribed by the court. (c) If members or the Attorney General commence a proceeding under subsection (a) of this section, the corporation shall be made a party defendant. (d) If a public benefit corporation or its members commence a proceeding under subsection (a) of this section, they shall give the Attorney General written notice of the proceeding. (Added 1995, No. 179 (Adj. Sess.), ss 1, eff. Jan. 1, 1997.)
NOTES: Vt. Stat. Ann. tit. 11B, § 8.10
VA Code § 64.2-759
REGULATORY BODY: Not Specific
STATUTE TEXT:
NOTES: Attorney General may petition to remove a trustee: Va. Code Ann. § 64.2-759
WA Code § 11.96A.030
REGULATORY BODY: Not Specific
STATUTE TEXT:
NOTES: Wash. Rev. Code Ann. § 11.96A.030; Wash. Rev. Code Ann. § 11.110.120
WA Code § 11.110.120
REGULATORY BODY: Not Specific
STATUTE TEXT:
NOTES: Wash. Rev. Code Ann. § 11.96A.030; Wash. Rev. Code Ann. § 11.110.120
DC Code § 29-406.09 ;; 29-406-09
REGULATORY BODY: Not Specific
STATUTE TEXT: (a) The Superior Court may remove a director from office in a proceeding commenced by or in the right of the corporation if the court finds that: (1) The director engaged in fraudulent conduct with respect to the corporation or its members, grossly abused the position of director, or intentionally inflicted harm on the corporation; and (2) Considering the directoris course of conduct and the inadequacy of other available remedies, removal would be in the best interests of the corporation. (b) A member, individual director, or member of a designated body proceeding on behalf of the nonprofit corporation under subsection (a) of this section shall comply with all of the requirements of subchapter XI of this chapter. (c) The court, in addition to removing the director, may bar the director from being reelected, redesignated, or reappointed for a period prescribed by the court. (d) Nothing in this section limits the equitable powers of the court to order other relief. (e) If a proceeding is commenced under this section to remove a director of a charitable corporation, the plaintiff shall give the Attorney General for the District of Columbia notice in record form of the commencement of the proceeding. (July 2, 2011, D.C. Law 18-378, ss 2, 58 DCR 1720.)
NOTES: DC ST § 29-406.09
WV Code § 44D-7-706
REGULATORY BODY: Not Specific
STATUTE TEXT:
NOTES: AG may petition to remove a trustee: W. Va. Code Ann. § 44D-7-706
WI Code § 701.0706
REGULATORY BODY: Not Specific
STATUTE TEXT:
NOTES: Qualified beneficiaries may request removal of a trustee: Wis. Stat. Ann. § 701.0706; AG is a qualified beneficiary: W.S.A. 701.0110
WY Code § 17-19-810
REGULATORY BODY: Not Specific
STATUTE TEXT: 17-19-810. Removal of directors by judicial proceeding. (a) The district court of the county where a corporation’s principal office is located, or if none in the county where registered office is located, may remove any director of the corporation from office in a proceeding commenced either by the corporation, its members holding at least ten percent (10%) of the voting power of any class, or the attorney general in the case of a public benefit corporation, if the court finds that: (i) The director engaged in fraudulent or dishonest conduct, or gross abuse of authority or discretion, with respect to the corporation, or a final judgment has been entered finding that the director has violated a duty set forth in W.S. 17-19-830 through 17-19-832; and (ii) Removal is in the best interest of the corporation. (b) The court that removes a director may bar the director from serving on the board for a period prescribed by the court. (c) If members or the attorney general commence a proceeding under subsection (a) of this section, the corporation shall be made a party defendant. (d) If a public benefit corporation or its members commence a proceeding under subsection (a) of this section, they shall give the secretary of state written notice of the proceeding. (e) The articles or bylaws of a religious corporation may limit or prohibit the application of this section.
NOTES: Wyo. Stat. Ann. § 17-19-810