17-17-131, the corporation shall immediately adopt bylaws under

17-17-131, the corporation shall immediately adopt bylaws under W.S. 17-16-206.

17-17-123. Annual meeting.

(a) The annual meeting date for a statutory close corporation is the last business day of the third month following the close of the business year unless its articles of incorporation, bylaws, or a shareholder agreement authorized by W.S. 17-17-120 fixes a different date.

(b) A statutory close corporation need not hold an annual meeting unless one (1) or more shareholders deliver written notice to the corporation requesting a meeting at least thirty (30) days before the meeting date determined under subsection (a) of this section.

17-17-124. Execution of documents in more than one capacity.

Notwithstanding any law to the contrary, an individual who holds more than one (1) office in a statutory close corporation may execute, acknowledge or verify in more than one (1) capacity any document required to be executed, acknowledged or verified by the holders of two (2) or more offices.

17-17-125. Limited liability. The failure of a statutory close corporation to observe the usual corporate formalities or requirements relating to the exercise of its corporate powers or management of its business and affairs is not a ground for imposing personal liability on the shareholders for liabilities of the corporation.

Subarticle D. Reorganization and Termination

17-17-130. Merger, consolidation, share exchange and sale of assets.

(a) A plan of merger, consolidation or share exchange that:

(i) If effected would terminate statutory close corporation status must be approved by the holders of at least two-thirds (2/3) of the votes of each class or series of shares of the statutory close corporation, voting as separate voting groups, whether or not the holders are otherwise entitled to vote on the plan;

(ii) If effected would create the surviving or new corporation as a statutory close corporation must be approved by the holders of at least two-thirds (2/3) of the votes of each class or series of shares of the surviving corporation, voting as separate voting groups, whether or not the holders are otherwise entitled to vote on the plan.

(b) A sale, lease, exchange, mortgage, encumbrance or other disposition of all or substantially all of the property, with or without the good will, of a statutory close corporation, if not made in the usual and regular course of business, must be approved by the holders of at least two-thirds (2/3) of the votes of each class or series of shares of the corporation, voting as separate voting groups, whether or not the holders are otherwise entitled to vote on the transaction.

17-17-131. Termination of statutory close corporation status.

(a) A statutory close corporation may terminate its statutory close corporation status by amending its articles of incorporation to delete the statement that it is a statutory close corporation. If the statutory close corporation has elected to operate without a board of directors under W.S.