Wyoming Statutes

Wyo. Stat. § 17-16-830 (2026)

General standards for directors.

✓ current as of May 2026

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(a) Each member of the board of directors, when
discharging the duties of a director, shall act:

         (i)    In good faith; and
          (ii) In a manner he reasonably believes to be in or
at least not opposed to the best interests of the corporation.

     (b) The members of the board of directors or a committee
of the board, when becoming informed in connection with their
decision making function or devoting attention to their
oversight function, shall discharge their duties with the care
that a person in a like position would reasonably believe
appropriate under similar circumstances.

     (c) In discharging board or committee duties a director
shall disclose, or cause to be disclosed, to the other board or
committee members information not already known by them but
known by the director to be material to the discharge of their
decision making or oversight functions, except that disclosure
is not required to the extent that the director reasonably
believes that doing so would violate a duty imposed under law, a
legally enforceable obligation of confidentiality or a
professional ethics rule.

     (d) In discharging board or committee duties a director
who does not have knowledge that makes reliance unwarranted is
entitled to rely on the performance by any of the persons
specified in paragraph (f)(i) or (iii) of this section to whom
the board may have delegated, formally or informally by course
of conduct, the authority or duty to perform one (1) or more of
the board's functions that are delegable under applicable law.

     (e) In discharging board or committee duties a director
who does not have knowledge that makes reliance unwarranted is
entitled to rely on information, opinions, reports or
statements, including financial statements and other financial
data, prepared or presented by any of the persons specified in
subsection (f) of this section.

     (f) A director is entitled to rely in accordance with
subsections (d) and (e) of this section on:

          (i) One (1) or more officers or employees of the
corporation whom the director reasonably believes to be reliable
and competent in the functions performed or the information,
opinions, reports or statements provided;

          (ii) Legal counsel, public accountants or other
persons retained by the corporation as to matters involving
skills or expertise the director reasonably believes are
matters:
                 (A)   Within the person's professional or expert
competence; or

                 (B)   As to which the particular person merits
confidence; or

          (iii) A committee of the board of directors of which
he is not a member if the director reasonably believes the
committee merits confidence.

     (g) For purposes of subsection (a) of this section, a
director, in determining what he reasonably believes to be in or
not opposed to the best interests of the corporation, shall
consider the interests of the corporation's shareholders and, in
his discretion, may consider any of the following:

          (i) The interests of the corporation's employees,
suppliers, creditors and customers;

         (ii)    The economy of the state and nation;

          (iii) The impact of any action upon the communities
in or near which the corporation's facilities or operations are
located;

          (iv) The long-term interests of the corporation and
its shareholders, including the possibility that those interests
may be best served by the continued independence of the
corporation; and

          (v) Any other factors relevant to promoting or
preserving public or community interests.

Notes of Decisions

Cited in 5 cases, 2004–2012 · leading case: Woods v. Wells Fargo Bank Wyoming, 2004 WY 61 (Wyo. 2004).

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Woods v. Wells Fargo Bank Wyoming, 2004 WY 61 (Wyo. 2004). · cites it 2× “1985), we ruled that failure of the involved director to prove one of the above exceptions renders the transaction voidable by the corporation and also a violation of the general director loyalty statute, Wyo. Stat. Ann. § 17-16-830 (LexisNexis 2003).”

Orthopaedics of Jackson Hole, PC v. Ford, 2011 WY 50 (Wyo. 2011). · cites it 2× “Section 17-16-830(a) embodies the principle that corporate officers and directors have a fundamental duty of loyalty and fiduciary responsibility to their corporation.”

Swingless Golf Club Corp. v. Taylor, 732 F. Supp. 2d 899 (N.D. Cal. 2010). “See W.S. 1977 § 17-16-830. In support of the instant motion, counterdefendants have produced ample admissible evidence demonstrating that the counterclaimants’ allegations of corporate waste lack factual support.”

Ravenswood Inv. Co. v. Bishop Capital Corp., 374 F. Supp. 2d 1055 (D. Wyo. 2005). · cites it 6× “Wyo. Stat. Ann. § 17-16-830 . Based upon the foregoing review of Wyoming law, it is clear that Plaintiffs’ Eighth Claim for Relief, as stated in the Amended Complaint, must withstand Defendants’ Motion to Dismiss.”

United States v. Phoenix Fuel Corp., 904 F. Supp. 2d 1206 (D. Wyo. 2012). · cites it 4× “if the party asserting liability establishes that when taking the action the director did not comply with Wyo. Stat. Ann. § 17-16-830 .” Wyo. Stat.”

— Wyo. Stat. § 17-16-830(a) — 1 case

Orthopaedics of Jackson Hole, PC v. Ford, 2011 WY 50 (Wyo. 2011). “Section 17-16-830(a) embodies the principle that corporate officers and directors have a fundamental duty of loyalty and fiduciary responsibility to their corporation.”

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