Wyo. Stat. § 17-16-744 (2026)

(a) A derivative proceeding shall be dismissed by the
court on motion by the corporation if one (1) of the groups
specified in subsection (b) or (e) of this section has
determined in good faith after conducting a reasonable inquiry
upon which its conclusions are based that the maintenance of the
derivative proceeding is not in the best interests of the
corporation.

     (b) Unless a panel is appointed pursuant to subsection (e)
of this section, the determination in subsection (a) of this
section shall be made by:

          (i) A majority vote of qualified directors present at
a meeting of the board of directors if the qualified directors
constitute a quorum; or

          (ii) A majority vote of a committee consisting of two
(2) or more qualified directors appointed by majority vote of
qualified directors present at a meeting of the board of
directors, regardless of whether such qualified directors
constitute a quorum.

     (c) If a derivative proceeding is commenced after a
determination has been made rejecting a demand by a shareholder,
the complaint shall allege with particularity facts establishing
either:

          (i) That a majority of the board of directors did not
consist of qualified directors at the time the determination was
made; or

          (ii) That the requirements of subsection (a) of this
section have not been met.

     (d) If a majority of the board of directors consisted of
qualified directors at the time the determination was made, the
plaintiff shall have the burden of proving that the requirements
of subsection (a) of this section have not been met; if not, the
corporation shall have the burden of proving that the
requirements of subsection (a) of this section have been met.

     (e) Upon motion by the corporation or any interested
party, the court may appoint a panel of one (1) or more
individuals to make a determination whether the maintenance of
the derivative proceeding is in the best interests of the
corporation. In such case, the plaintiff shall have the burden
of proving that the requirements of subsection (a) of this
section have not been met.