17-19-823.

17-19-823.

(d) Unless the articles or bylaws provide otherwise, the presiding officer of the board, the president or twenty percent (20%) of the directors then in office may call and give notice of a meeting of the board.

17-19-823. Waiver of notice.

(a) A director may at any time waive any notice required by this act, the articles or bylaws. Except as provided in subsection (b) of this section, the waiver shall be in writing, signed by the director entitled to the notice, and filed with the minutes or the corporate records.

(b) A director's attendance at or participation in a meeting waives any required notice of the meeting unless the director upon arriving at the meeting or prior to the vote on a matter not noticed in conformity with this act the articles or bylaws objects to lack of notice and does not thereafter vote for or assent to the objected to action.

17-19-824. Quorum and voting.

(a) Except as otherwise provided in this act, the articles or bylaws, a quorum of a board of directors consists of a majority of the directors in office immediately before a meeting begins. In no event may the articles or bylaws authorize a quorum of fewer than the greater of one-third (1/3) of the number of directors in office or two (2) directors.  (b) If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board unless this act, the articles or bylaws require the vote of a greater number of directors.

17-19-825. Committees of the board; other informal committees.

(a) Unless prohibited or limited by the articles or bylaws, a board of directors may create one (1) or more committees of the board and shall only appoint members of the board to serve on them. Each committee shall have two (2) or more directors, who serve at the pleasure of the board.

(b) The creation of a committee and appointment of members to it shall be approved by the greater of:

(i) A majority of all the directors in office when the action is taken; or

(ii) The number of directors required by the articles or bylaws to take action under W.S. 17-19-824.

(c) W.S. 17-19-820 through 17-19-824, which govern meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the board, apply to committees of the board and their members as well.

(d) To the extent specified by the board of directors or in the articles or bylaws, each committee of the board may exercise the board's authority under W.S. 17-19-801.

(e) A committee of the board shall not, however:

(i) Authorize distributions;

(ii) Approve or recommend to members dissolution, merger, consolidation or the sale, pledge or transfer of all or substantially all of the corporation's assets;

(iii) Elect, appoint or remove directors or fill vacancies on the board or on any of its committees; or

(iv) Adopt, amend or repeal the articles or bylaws.

(f) The creation of, delegation of authority to, or action by a committee does not alone constitute compliance by a director with the standards of conduct described in W.S.