17-16-703(a)(ii)(A);

17-16-703(a)(ii)(A);

(iii) Give the board discretion to require that the issues for which a special meeting is requested be considered instead at the next annual meeting if the request for the special meeting is made within a number of days of the annual meeting specified in the bylaws.

17-18-120. Annual meeting purposes.

In addition to the limitations on the matters that may be considered at annual meetings otherwise allowed by statute a qualified corporation may in its bylaws authorize the board to further limit the matters which an annual meeting may consider. The limitations shall not include elimination of the election of directors whose terms expire at the annual meeting. The limitations may take the form of excluding specified matters from consideration, allowing consideration of only certain specified matters, or requiring advance notice of the consideration of certain matters.

17-18-121. Action by less than a quorum.

(a) Stockholders present or represented by proxy at an annual or special meeting of a qualified corporation at which a quorum is not present may take only the following actions:  (i) Ratify or reject the independent auditors selected by the board if the corporation's bylaws or articles of incorporation require approval of the auditors by a stockholder's meeting;

(ii) With the consent of the officer presiding at the meeting, receive or hear any reports on the affairs of the corporation that may be presented;

(iii) Within the constraints of the time allowed on the agenda, ask questions concerning the affairs of the corporation of any officer or board member present;

(iv) Adjourn or recess the meeting to allow time to assemble a quorum, but they may not adjourn or recess to a different city and the total of all the adjournments and recesses may not exceed two (2) business days without the consent of the board of directors;

(v) If a quorum is not present, may adjourn the meeting sine die, provided the motion to adjourn sine die shall not be in order until at least two (2) hours have passed since the time specified for the start of the meeting and the time at which the meeting was called to order.

(b) If an annual meeting of a qualified corporation is adjourned sine die without achieving a quorum, the requirement of W.S. 17-16-701 to hold an annual meeting is satisfied. The board of directors may call a second annual meeting to take the place of the one adjourned without a quorum, but the board is not obligated to do so unless required to do so by the bylaws or articles of incorporation.

(c) If a special meeting of a qualified corporation is adjourned sine die without achieving a quorum or without achieving the quorum necessary to do all or part of the business for which the meeting was required, the board of directors may call another special meeting, but is not obligated to do so unless required by the bylaws or articles of incorporation. The remedy of a stockholder aggrieved by a failure of the board to call another special meeting shall be to follow the procedures necessary for calling a new special meeting.

(d) If different quorums are required for different matters, the absence of a quorum on one (1) issue shall not affect the ability of the meeting to act on other issues where a quorum is present.  ARTICLE 2 - BONDHOLDER PROTECTION PROVISIONS

17-18-201. Protection provisions; applicability; defined.

(a) A qualified corporation may, if its articles of incorporation authorize it to utilize the bondholder protection provisions of this act, utilize any of the provisions set forth in subsection (b) of this section. These protections shall apply only to bonds, debentures or other debt instruments whose original aggregate value at maturity is equal to or greater than five million dollars ($5,000,000.00) and whose original term is two (2) years or greater. Any number of bondholder protection provisions may be in effect at any time.

(b) A qualified corporation may provide bondholder protection by requiring any or all of the following:

(i) Bondholder approval of the replacement of more than twenty-four percent (24%) of the directors in any twelve (12) month period. The filling of vacancies created by the death or resignation of directors shall not be counted against the twenty-four percent (24%) limit provided that those vacancies are filled by nominees of the board of directors. If more than twenty-four percent (24%) of the directors are to be replaced, the approval of holders of a majority of the bonds shall be obtained in writing at the meeting where the directors are to be replaced or no more than thirty (30) days prior to the meeting. The consent of the bondholders shall be obtained to exceeding the twenty-four percent (24%) limit rather than to the individual directors to be replaced. If consent is denied, which directors are to be replaced shall be determined by the relative number of votes for each director by shares entitled to vote;

(ii) Bondholder consent to any merger or acquisition which the corporation may be subject to or which the corporation may make, subject to the following:

(A) The notice of bondholder protection shall specify the size of merger or acquisition at or above which the bondholder consent is required. The size may vary depending on whether the company is the acquiring party or is being acquired. In a merger the relative memberships on the board of directors of the surviving corporation may be used to determine whether or not bondholder consent is required;  (B) The term acquisition shall be deemed to include the purchase of more than a specified percentage of the shares entitled to vote for directors by a person or combination of persons under common ownership or control or acting in concert. If a person or combination of persons acquires more than the specified percentage of shares, they shall be entitled to vote only the specified percentage until bondholder consent is acquired. The specified percentage shall be set in the notice of bondholder protection and shall not be less than ten percent (10%);

(C) The bondholder consent shall be to a specific merger or acquisition rather than the general concept of mergers and acquisitions.

(iii) Bondholder consent to the sale or disposal of certain assets, or assets exceeding a certain percentage of the corporation's total assets, or assets exceeding a set total value or any combination of these factors. The specifics of what requires bondholder consent shall be set forth in the notice of bondholder protection. Disposal of assets shall be construed to include the disposition of the assets to the shareholders either directly or through distribution of shares in a new or subsidiary corporation;

(iv) Bondholder consent to the acquisition of debt above a specified percentage of total assets, a specified percentage of the net worth of the corporation, a specific amount, or any combination of these factors. The consent may be required generally or may be required only if the debt is to be used to pay for a merger or acquisition or a distribution to shareholders. The notice of bondholder protection shall specify the conditions under which bondholder consent is required.

17-18-202. Bondholder protection provision; adoption requirements; revocation.

(a) The corporation utilizes a bondholder protection provision by adopting and filing with the secretary of state a notice of bondholder protection as provided in this section.

(b) The notice of bondholder protection shall specify the percentage of bondholders whose consent is required for any action on that protection. The percentage may be different for different purposes. The percentage shall be not less than fifty percent (50%) nor greater than ninety percent (90%). The percentage shall be a percentage of the value at maturity of the bonds or other debt instruments issued and outstanding.

(c) Notices of bondholder protection shall be approved by the corporation in the same manner as changes in corporate bylaws except that the articles of incorporation may specify a different manner of approval. The notices shall be filed with the trustee or transfer agent, if any, for the bonds and with the secretary of state. The notice filed with the secretary of state shall be accompanied by the administrative fee specified by regulation to recover the administrative costs of the state of Wyoming. The notice shall be effective as of the date of filing with the secretary of state. The corporation shall send to each known bondholder by first class mail either the full notice of bondholder protection or a summary of the notice and information as to how the full notice may be obtained from the company. This notice to the bondholders shall be given no later than the due date of the first interest payment due more than thirty (30) days after the bondholder protection notice is filed with the secretary of state and may be included with the mailing of the interest payment.

(d) Bondholder protections may be revoked by the corporation in the same manner that notices of bondholder protection are issued and filed except that the revocation is effective as of a date specified in the notice filed with the secretary of state. The effective date shall be at least two (2) years and not more than six (6) years after filing the notice of revocation with the secretary of state.

17-18-203. Bondholder protection provision; amendments.

(a) At any time any amendment may be made to the bondholder protection provisions with the consent of the percentage of bondholders required for action as stated in the notice of bondholder protection. Such an amendment shall be effective upon filing the bondholder's consent and notice of amendment with the secretary of state. However, the effective date shall be specified in the notice and shall be at least two (2) years and not more than six (6) years after filing the bondholder's consent and notice of the amendment with the secretary of state for amendments which:

(i) Change the time period for revocations to be effective;  (ii) Decrease the percentage of bondholders required for approval of an action;

(iii) Eliminate the requirement of bondholder approval for a specific action; or

(iv) Otherwise decrease the protection available to bondholders.

(b) The bondholder's consent shall be in writing signed by the bondholder or his lawful agent or trustee. Unless otherwise specified in W.S. 17-18-201 through 17-18-206 the consent is valid until revoked by the bondholder. The sale of the bond or debt instrument by the bondholder revokes the consent effective upon notification of the corporation or transfer agent of the sale.

17-18-204. Limitations of the bondholder protection provisions.

(a) Nothing in the bondholder protection provisions shall be construed or applied to abridge or prohibit any contract, covenant or restriction made between any corporation and its bondholders, or any holder of any other debt instrument provided the contract, covenant or restriction would be lawful in the absence of W.S. 17-18-201 through 17-18-206. Unless specifically prohibited by prior contract any eligible corporation may extend to the holders of any bond or debt instrument described in W.S. 17-18-201(a) the opportunity to receive any bondholder protection provisions. If a corporation represents to potential purchasers of bonds in any prospectus or other written advice to potential purchasers that it has extended or intends to extend any bondholder protection provisions, it shall also state in the same document that the protections may be revoked as provided by W.S. 17-18-201 through