Wyoming Statutes

Wyo. Stat. § 17-19-630 (2026)

Derivative suits.

✓ current as of May 2026

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(a) A proceeding may be brought in the right of a domestic
or foreign corporation to procure a judgment in its favor by:

          (i) Any member or members having five percent (5%) or
more of the voting power or by fifty (50) members, whichever is
less; or

         (ii)    Any director.

     (b) In any proceeding under this section, each complainant
shall be a member or director at the time of bringing the
proceeding.
     (c) A complaint in a proceeding brought in the right of a
corporation shall be verified and allege with particularity the
demand made, if any, to obtain action by the directors and
either why the complainants could not obtain the action or why
they did not make the demand. If a demand for action was made
and the corporation's investigation of the demand is in progress
when the proceeding is filed, the court may stay the suit until
the investigation is completed.

     (d) On termination of the proceeding the court may require
the complainants to pay any defendant's reasonable expenses,
including counsel fees, incurred in defending the suit if it
finds that the proceeding was commenced frivolously or in bad
faith.

     (e) If the proceeding on behalf of the corporation results
in the corporation taking some action requested by the
complainants or otherwise was successful, in whole or in part,
or if anything was received by the complainants as the result of
a judgment, compromise or settlement of an action or claim, the
court may award the complainants reasonable expenses, including
counsel fees.

     (f) The complainants shall notify the secretary of state
within ten (10) days after commencing any proceeding under this
section if the proceeding involves a public benefit corporation
or assets held in charitable trust by a mutual benefit
corporation. The secretary of state shall then notify the
attorney general.

                          E. Delegates

Notes of Decisions

Cited in 6 cases (3 in the last 5 years), 1994–2023 · leading case: Gerald L. Spence John Zelbst Rex Parris Joseph H. Low & Kent Spence, directly on their own behalf & derivatively on behalf of the Trial Lawyers Coll., a Wyoming Nonprofit Corp. v. John Sloan Milton Grimes Maren Chaloupka J.R. Clary, Jr. Dana Cole & Anne Valentine & the Trial Lawyers Coll., a Wyoming Nonprofit Corp., 2022 WY 96 (Wyo. 2022).

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Gerald L. Spence John Zelbst Rex Parris Joseph H. Low & Kent Spence, directly on their own behalf & derivatively on behalf of the Trial Lawyers Coll., a Wyoming Nonprofit Corp. v. John Sloan Milton Grimes Maren Chaloupka J.R. Clary, Jr. Dana Cole & Anne Valentine & the Trial Lawyers Coll., a Wyoming Nonprofit Corp., 2022 WY 96 (Wyo. 2022). · cites it 8× “Because no member of the Spence Group remained on the Board after the May 6, 2020, meeting, the Spence Group lacked standing to bring its June 22, 2020, derivative action.”

Sullivan v. Pike & Susan Sullivan Found., 412 P.3d 306 (Wyo. 2018). · cites it 3× “Wyo. Stat. Ann. § 17-19-630 (LexisNexis 2017) states: (a) A proceeding may be brought in the right of a domestic or foreign corporation to procure a judgment in its favor by: .”

Mueller v. Zimmer, 2005 WY 156 (Wyo. 2005). · cites it 2× “Wyo. Stat. Ann. § 17-19-630 (LexisNexis 2005) provides: (a) A proceeding may be brought in the right of a domestic or foreign corporation to procure a judgment in its favor by: (i) Any member or members having five percent (5%) or more of the voting power or by fifty (50)…”

O'Donnell v. Sardegna, 646 A.2d 398 (Md. 1994). “295(a) (West 1992); Wyo.Stat. § 17-19-630(a) (1993). Of these states that acknowledge derivative suits by members, nine states (Georgia, Idaho, Minnesota, Mississippi, Montana, New York, Oregon, Tennessee and Wyoming) require a minimum number or percentage of the members to have…”

Barbara Campbell & William Loveland, On Behalf of Themselves & as Representatives of a Class of Similarly Situated Persons v. Chris Davidson Tri-Cnty. Tel. Ass'n, Inc., a Wyoming Corp. Dalin Winters Clifford Alexander J.O. Sutherland Daniel Greet John K. Johnson Neil Schlenker Bht Investments, Llc, a Wyoming Ltd. Liab. Co. Bht Holdings, Inc., a Wyoming Corp. Bht Merger Corp., a Wyoming Corp. & Steve Harper, 2023 WY 100 (Wyo. 2023). · cites it 2× “Wyo. Stat. Ann. § 17-19-630 (LexisNexis Probate Code which sets forth the standards for fiduciaries and their authority to acquire and retain property and investments.”

— Wyo. Stat. § 17-19-630(a) — 1 case

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