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interest in Belle Fourche. Unless the articles of incorporation
provide otherwise, the Wyoming Business Corporation Act requires
the following, in relevant part: (1) Each outstanding share of
stock is entitled to one vote, see Wyo. Stat. Ann. sec. 17-16-
721(a) (Michie 1999)73; (2) all corporate powers are exercised by
the board of directors, see Wyo. Stat. Ann. sec. 17-16-801(b)
(Michie 1999); (3) directors are elected by a plurality of votes
cast by the shares entitled to vote, see Wyo. Stat. Ann. sec. 17-
16-728(a) (Michie 1999); (4) sales of assets other than in the
regular course of business must be approved by a majority of all
votes cast by shares entitled to vote, see Wyo. Stat. Ann. sec.
17-16-1202(e) (Michie 1999); and (5) dissolution of the
corporation must be approved by a majority of all votes cast by
shares entitled to vote, see Wyo. Stat. Ann. sec. 17-16-1402(e)
(Michie 1999).
Belle Fourche’s articles of incorporation and bylaws were
not introduced in evidence. We therefore assume that Belle
Fourche’s governing documents do not vary from the Wyoming
corporate law requirements described above. At his death, Dave
True’s 68.47-percent interest represented a majority of the
shares entitled to vote, which allowed him to control the board
of directors, sell corporate assets, or dissolve the corporation
73All referenced sections of the Wyoming Business
Corporation Act were in effect at the time of the subject
transfers in 1993 and 1994.
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