17-11-106(b) at any one (1) time.

17-11-106(b) at any one (1) time.

17-11-109. Amendments to articles of incorporation.

(a) The articles of incorporation may be amended by the votes of the shareholders and the members of the corporation as provided in the corporate bylaws.

(b) An amendment to the articles of incorporation shall be filed with the secretary of state, and shall not take effect until the date of such filing.

17-11-110. Board of directors.

(a) The business and affairs of the corporation shall be managed and conducted by a board of directors, which shall consist of not less than five (5) nor more than seven (7) members. One (1) member of the board shall be the chief executive officer of the Wyoming business council or other person designated by the council. The board of directors may exercise all the powers of the corporation except such as are conferred by law or by the articles of incorporation or the bylaws of the corporation upon the shareholders or members.

(b) The board of directors shall be elected in the first instance by the incorporators and thereafter at the annual meeting, or if no annual meeting shall be held in the year of incorporation, then within ninety (90) days after the filing of the articles of incorporation at a special meeting to be called for such purpose. The directors shall hold office until the next annual meeting of the corporation and until their successors are elected and qualified unless sooner removed in accordance with the provisions of the bylaws. Any vacancy in the office of a director elected by the members shall be filled by the directors elected by the members, and any vacancy in the office of a director elected by the stockholders shall be filled by the directors elected by the stockholders.

(c) Directors and officers shall not be responsible for losses unless the same shall have been occasioned by the willful misconduct of such directors and officers.

17-11-111. Determination of net earnings and surplus. Net earnings and surplus shall be determined by the board of directors, after providing for such reserves as said directors deem desirable, and the determination of the directors made in good faith shall be conclusive on all persons.

17-11-112. Depository of funds.

The corporation shall not deposit any of its funds in any banking institution unless such institution has been designated as a depository by a vote of a majority of the directors present at an authorized meeting of the board of directors, exclusive of any director who is an officer or director of the depository so designated.

17-11-113. Examination by director; reports.

The corporation shall be examined at least once annually by the director of the state department of audit or his designee and shall make reports of its condition annually to director, who in turn shall make copies of such reports available to the governor; and the corporation shall also furnish such other information as may from time to time be required by the director or the secretary of state. The director shall exercise the same power and authority over corporations organized under this act as is now exercised over banks and trust companies.

17-11-114. First meeting.

(a) The first meeting of the corporation shall be called by a notice signed by three (3) or more of the incorporators, stating the time, place, and purpose of the meeting, a copy of which notice shall be mailed or delivered to each incorporator at least five (5) days before the day appointed for the meeting, or may be held without such notice upon waiver in writing signed by all the incorporators. There shall be recorded in the minutes of the meeting a copy of said notice or of such unanimous agreement of the incorporators.

(b) At such first meeting, the incorporators shall adopt bylaws, elect directors, and take such other action as the incorporators may see fit. Eight (8) of the incorporators shall constitute a quorum for the transaction of business.

17-11-115. Perpetual existence.

The period of existence of the corporation shall be perpetual, subject to the right of the shareholders and the members to dissolve the corporation prior to the expiration of said period as provided in W.S. 17-11-116.

17-11-116. Dissolution.

The corporation may upon the affirmative vote of two-thirds (2/3) of the votes to which the shareholders shall be entitled and two-thirds (2/3) of the votes to which the members shall be entitled to dissolve said corporation. Upon any dissolution of the corporation, none of the corporation's assets shall be distributed to the shareholders until all sums due the members of the corporation and creditors thereof have been paid in full. If the corporation is a nonprofit corporation the assets remaining after payment in full of all amounts due creditors and the members of the corporation shall be paid only to charitable or educational organizations and institutions, in accordance with the articles of incorporation and bylaws of the corporation.

17-11-117. Corporations designated "state development companies" for purposes of federal law.

Any corporation organized under the provisions of this act shall be a state development company, as defined in the Small Business Investment Act of 1958, Public Law 85-699, 85th Congress, or any similar federal legislation, and shall be authorized to operate on a statewide basis.

17-11-118. Exemption from securities registration.

Corporations organized under the provisions of this act shall be exempt from registration under, or compliance with, the Wyoming Uniform Securities Act, W.S. 17-4-101 through 17-4-701.

17-11-119. Tax exemptions, credits or privileges.

Any tax exemptions, tax credits, or tax privileges granted to banks, savings and loan associations, trust companies, and other financial institutions by any general laws are granted to corporations organized pursuant to this act.

17-11-120. Filing fees.

Corporations organized for profit under the provisions of this act shall pay the filing fees required by W.S. 17-16-122 and