Wyo. Stat. § 17-29-1002 — WY Code / Title 17 / Chapter 29 / Section 17-29-1002
§ 17-29-1002. Merger
Status: in_force

(a) A limited liability company may merge with one (1) or more other constituent organizations pursuant to this section, W.S. 17-29-1003 through 17-29-1005 and a plan of merger, if:

(i) The governing statute of each of the other organizations authorizes the merger;

(ii) The merger is not expressly prohibited by the law of a jurisdiction that enacted any of the governing statutes;

(iii) Each of the other organizations complies with its governing statute in effecting the merger; and

(iv) No member of a domestic limited liability company that is a party to the merger will, as a result of the merger, become personally liable for the liabilities or obligations of any other person or entity unless that member approves the plan of merger and otherwise consents to becoming personally liable.

(b) A plan of merger shall be in a record and shall include:

(i) The name and form of each constituent organization;

(ii) The name and form of the surviving organization and, if the surviving organization is to be created by the merger, a statement to that effect;

(iii) The terms and conditions of the merger, including the manner and basis for converting the interests in each constituent organization into any combination of money, interests in the surviving organization or other consideration;

(iv) If the surviving organization is to be created by the merger, the surviving organization's organizational documents that are proposed to be in a record; and

(v) If the surviving organization is not to be created by the merger, any amendments to be made by the merger to the surviving organization's organizational documents that are, or are proposed to be, in a record.
Wyo. Stat. § 17-14-603 — WY Code / Title 17 / Chapter 14 / Section 17-14-603
§ 17-14-603. Sharing of profits and losses
Status: in_force

The profits and losses of a limited partnership shall be allocated among the partners, and among classes of partners, in the manner provided in writing in the partnership agreement. If the partnership agreement does not so provide in writing, profits and losses shall be allocated on the basis of the value (as stated in the partnership records required to be kept pursuant to W.S. 17-14-206 ) of the contributions made by each partner to the extent they have been received by the partnership and have not been returned.
Wyo. Stat. § 17-16-747 — WY Code / Title 17 / Chapter 16 / Section 17-16-747
§ 17-16-747. Applicability to foreign corporations
Status: in_force

In any derivative proceeding in the right of a foreign corporation, the matters covered by this subarticle shall be governed by the laws of the jurisdiction of incorporation of the foreign corporation except for W.S. 17-16-743 , 17-16-745 and 17-16-746 .
Wyo. Stat. § 17-19-125 — WY Code / Title 17 / Chapter 19 / Section 17-19-125
§ 17-19-125. Filing duty of secretary of state
Status: in_force

(a) If a document delivered to the office of the secretary of state for filing satisfies the requirements of W.S. 17-19-120 , the secretary of state shall file it.

(b) The secretary of state files a document by stamping or otherwise endorsing “Filed,” together with his name and official title and the date and the time of filing, on both the original and copy of the document and on the receipt for the filing fee. After filing a document, except as provided in W.S. 17-28-103 , the secretary of state shall deliver the document copy, with the filing fee receipt (or acknowledgment of receipt if no fee is required) attached, to the domestic or foreign corporation or its representative. The secretary of state, in his discretion, may issue a certificate evidencing the filing of a document upon the payment of the requisite fee.

(c) If the secretary of state refuses to file a document he shall return it to the domestic or foreign corporation or its representative within fifteen (15) days after the document was delivered, together with a brief, written explanation of the reason or reasons for his refusal.

(d) The secretary of state's duty to file documents under this section is ministerial. Filing or refusal to file a document does not:

(i) Affect the validity or invalidity of the document in whole or in part;

(ii) Relate to the correctness or incorrectness of information contained in the document; or

(iii) Create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect.
Wyo. Stat. § 17-4-608 — WY Code / Title 17 / Chapter 4 / Section 17-4-608
§ 17-4-608. Uniformity and cooperation with other agencies
Status: in_force

(a) The secretary of state shall, in his discretion, cooperate, coordinate, consult, and, subject to W.S. 17-4-607 , share records and information with the securities regulator of another state, Canada, a Canadian province or territory, a foreign jurisdiction, the securities and exchange commission, the United States department of justice, the commodity futures trading commission, the federal trade commission, the securities investor protection corporation, a self-regulatory organization, a national or international organization of securities regulators, a federal or state banking and insurance regulator, and a governmental law enforcement agency to effectuate greater uniformity in securities matters among the federal government, self-regulatory organizations, states, and foreign governments.

(b) In cooperating, coordinating, consulting, and sharing records and information under this section and in acting by rule, order, or waiver under this act, the secretary of state shall, in its discretion, take into consideration in carrying out the public interest the following general policies:

(i) Maximizing effectiveness of regulation for the protection of investors;

(ii) Maximizing uniformity in federal and state regulatory standards; and

(iii) Minimizing burdens on the business of capital formation, without adversely affecting essentials of investor protection.

(c) The cooperation, coordination, consultation, and sharing of records and information authorized by this section includes:

(i) Establishing or employing one (1) or more designees as a central depository for registration and notice filings under this act and for records required or allowed to be maintained under this act;

(ii) Developing and maintaining uniform forms;

(iii) Conducting a joint examination or investigation;

(iv) Holding a joint administrative hearing;

(v) Instituting and prosecuting a joint civil or administrative proceeding;

(vi) Sharing and exchanging personnel;

(vii) Coordinating registrations under W.S. 17-4-301 and 17-4-401 through 17-4-404 and exemptions under W.S. 17-4-204 ;

(viii) Sharing and exchanging records, subject to W.S. 17-4-607 ;

(ix) Formulating rules, statements of policy, guidelines, forms, and interpretative opinions and releases;

(x) Formulating common systems and procedures;

(xi) Notifying the public of proposed rules, forms, statements of policy, and guidelines;

(xii) Attending conferences and other meetings among securities regulators, which may include representatives of governmental and private sector organizations involved in capital formation, deemed necessary or appropriate to promote or achieve uniformity; and

(xiii) Developing and maintaining a uniform exemption from registration for small issuers, and taking other steps to reduce the burden of raising investment capital by small businesses.
Wyo. Stat. § 17-19-1201 — WY Code / Title 17 / Chapter 19 / Section 17-19-1201
§ 17-19-1201. Sale of assets in regular course of activities and mortgage of assets
Status: in_force

(a) A corporation may on the terms and conditions and for the consideration determined by the board of directors:

(i) Sell, lease, exchange or otherwise dispose of all, or substantially all, of its property in the usual and regular course of its activities; or

(ii) Mortgage, pledge, dedicate to the repayment of indebtedness, whether with or without recourse, or otherwise encumber any or all of its property whether or not in the usual and regular course of its activities.

(b) Unless the articles require it, approval of the members or any other person of a transaction described in subsection (a) of this section is not required.
Wyo. Stat. § 17-16-624 — WY Code / Title 17 / Chapter 16 / Section 17-16-624
§ 17-16-624. Share options
Status: in_force

(a) A corporation may issue rights, options, or warrants for the purchase of shares of the corporation. The board of directors shall determine the terms upon which the rights, options, or warrants are issued and the terms, including the consideration for which the shares are to be issued. The authorization by the board of directors for the corporation to issue the rights, options or warrants constitutes authorization of the issuance of the shares or other securities for which the rights, options or warrants are exercisable.

(b) The terms and conditions of such rights, options or warrants, including those outstanding on July 1, 2009, may include, without limitation, restrictions or conditions that:

(i) Preclude or limit the exercise, transfer or receipt of such rights, options or warrants by any person owning or offering to acquire a specified number or percentage of the outstanding shares or other securities of the corporation or by any transferee of any such person; or

(ii) Invalidate or void the rights, options or warrants held by any such person or transferee.
Wyo. Stat. § 17-16-729 — WY Code / Title 17 / Chapter 16 / Section 17-16-729
§ 17-16-729. Inspectors of election
Status: in_force

(a) A public corporation shall, and any other corporation may, appoint one (1) or more inspectors to act at a meeting of shareholders and make a written report of the inspectors' determinations. Each inspector shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of the inspector's ability.

(b) The inspectors shall:

(i) Ascertain the number of shares outstanding and the voting power of each;

(ii) Determine the shares represented at a meeting;

(iii) Determine the validity of proxies and ballots;

(iv) Count all votes; and

(v) Determine the result.

(c) An inspector may be an officer or employee of the corporation.
Wyo. Stat. § 17-30-304 — WY Code / Title 17 / Chapter 30 / Section 17-30-304
§ 17-30-304. Signing of records to be delivered for filing to secretary of state
Status: in_force

(a) A record delivered to the secretary of state for filing under this act shall be signed as follows:

(i) Except as otherwise provided by this subsection, a record signed on behalf of a statutory foundation shall be signed by a person who has appropriate authority granted by the foundation;

(ii) The initial articles of formation of a statutory foundation shall be signed by at least one (1) person acting as founder or organizer;

(iii) A record filed on behalf of a terminated statutory foundation that has no founders shall be signed by the person winding up the activities of the foundation under article 9 of this chapter, the organizer or another person appointed by the board of directors of the foundation;

(iv) Any other record shall be signed by the person on whose behalf the record is delivered to the secretary of state or by the person appointed by the board of directors of the statutory foundation.

(b) Any record filed under this act may be signed by an agent.
Wyo. Stat. § 17-16-821 — WY Code / Title 17 / Chapter 16 / Section 17-16-821
§ 17-16-821. Action without meeting
Status: in_force

(a) Unless the articles of incorporation or bylaws provide otherwise, action required or permitted by this act to be taken at a board of directors' meeting may be taken without a meeting if the action is taken by the requisite number of members of the board. The action shall be evidenced by one (1) or more written consents describing the action taken, signed by the requisite number of directors, or shall be sent by electronic transmission by the requisite number of directors, and shall be included in the minutes or filed with the corporate records reflecting the action taken.

(b) Action taken under this section is the act of the board of directors when one (1) or more consents signed by the requisite number of directors are delivered to the corporation. The consent may specify the time at which the action taken thereunder is to be effective. A director's consent may be withdrawn by a revocation signed by the director and delivered to the corporation prior to delivery to the corporation of unrevoked written consents signed by the requisite number of directors. If action is taken by less than unanimous written consent of the directors, the corporation shall give the nonconsenting or nonvoting directors written notice of the action not more than ten (10) days after written consents sufficient to take the action have been delivered to the corporation. The notice shall reasonably describe the action taken. The requirement to give the notice shall not delay the effectiveness of actions taken by the written consent, and a failure to comply with the notice requirements shall not invalidate actions taken by written consent, provided that this subsection shall not be deemed to limit judicial power to fashion any appropriate remedy in favor of a director adversely affected by a failure to give the notice within the required time period.

(c) A consent signed under this section has the effect of action taken at a meeting of the board of directors and may be described as such in any document.
Wyo. Stat. § 17-14-703 — WY Code / Title 17 / Chapter 14 / Section 17-14-703
§ 17-14-703. Withdrawal of limited partner
Status: in_force

(a) A limited partner may withdraw from a limited partnership at the time or upon the happening of events specified in writing in the partnership agreement. If the agreement does not specify in writing the time or the events upon the happening of which a limited partner may withdraw or a definite time for the dissolution and winding up of the limited partnership, a limited partner may withdraw upon not less than six (6) months prior written notice to each general partner at his address on the books of the limited partnership at its office in this state. The provisions of this subsection shall apply to limited partnerships formed under this act prior to July 1, 1999, unless the limited partnership properly adopts the provisions of subsection (b) of this section.

(b) A limited partner may only withdraw from a limited partnership at the time or upon the happening of events specified in writing in the partnership agreement. This subsection applies to limited partnerships formed under this act on or after July 1, 1999. A limited partnership formed under this act prior to July 1, 1999, may adopt the provisions of this subsection by filing a certificate of amendment with the secretary of state after July 1, 1999 that expressly refers to and adopts this subsection.
Wyo. Stat. § 17-14-304 — WY Code / Title 17 / Chapter 14 / Section 17-14-304
§ 17-14-304. Execution of certificates
Status: in_force

(a) Each certificate required by this article to be filed in the office of the secretary of state shall be executed in the following manner:

(i) An original certificate of limited partnership shall be signed by all general partners;

(ii) A certificate of amendment shall be signed by at least one (1) general partner and by each other general partner designated in the certificate as a new general partner; and

(iii) A certificate of cancellation shall be signed by all general partners.

(b) Any person may sign a certificate by an attorney-in-fact, but a power of attorney to sign a certificate relating to the admission of a general partner shall specifically describe the admission.

(c) The execution of a certificate by a general partner constitutes an affirmation under the penalties of perjury that the facts stated therein are true.
Wyo. Stat. § 17-21-603 — WY Code / Title 17 / Chapter 21 / Section 17-21-603
§ 17-21-603. Effect of partner's dissociation
Status: in_force

(a) A dissociated partner's interest in the partnership shall be purchased pursuant to article 7 of this chapter unless the partner's dissociation results in a dissolution and winding up of the partnership business under article 8 of this chapter.

(b) Upon a partner's dissociation, that partner's right to participate in the management and conduct of the partnership business is terminated, except as provided in W.S. 17-21-804 , and that partner's duties under:

(i) W.S. 17-21-404(b)(i) and (ii) and (d) continue only with regard to matters or events that occurred before the dissociation; and

(ii) W.S. 17-21-404(b)(iii) terminate.
Wyo. Stat. § 17-30-502 — WY Code / Title 17 / Chapter 30 / Section 17-30-502
§ 17-30-502. Liability of directors
Status: in_force

A director is not personally liable for the acts, omissions, obligations, debts or other liabilities of a statutory foundation, whether arising in contract, tort or otherwise.
Wyo. Stat. § 17-16-620 — WY Code / Title 17 / Chapter 16 / Section 17-16-620
§ 17-16-620. Subscription for shares before incorporation
Status: in_force

(a) A subscription for shares entered into before incorporation is irrevocable for six (6) months unless the subscription agreement provides a longer or shorter period or all the subscribers agree to revocation.

(b) The board of directors may determine the payment terms of subscriptions for shares that were entered into before incorporation, unless the subscription agreement specifies them. A call for payment by the board of directors shall be uniform so far as practicable as to all shares of the same class or series, unless the subscription agreement specifies otherwise.

(c) Shares issued pursuant to subscriptions entered into before incorporation are fully paid and nonassessable when the corporation receives the consideration specified in the subscription agreement.

(d) If a subscriber defaults in payment of money or property under a subscription agreement entered into before incorporation, the corporation may collect the amount owed as any other debt. Alternatively, unless the subscription agreement provides otherwise, the corporation may rescind the agreement and may sell the shares if the debt remains unpaid more than twenty (20) days after the corporation sends written demand for payment to the subscriber.

(e) A subscription agreement entered into after incorporation is a contract between the subscriber and the corporation subject to W.S. 17-16-621 .
Wyo. Stat. § 17-4-101 — WY Code / Title 17 / Chapter 4 / Section 17-4-101
§ 17-4-101. Short title
Status: in_force

This act may be cited as the “Wyoming Uniform Securities Act”.
Wyo. Stat. § 17-16-822 — WY Code / Title 17 / Chapter 16 / Section 17-16-822
§ 17-16-822. Notice of meeting
Status: in_force

(a) Unless the articles of incorporation or bylaws provide otherwise, regular meetings of the board of directors may be held without notice of the date, time, place or purpose of the meeting.

(b) Unless the articles of incorporation or bylaws provide for a longer or shorter period, special meetings of the board of directors shall be preceded by at least two (2) days notice of the date, time and place of the meeting. The notice need not describe the purpose of the special meeting unless required by the articles of incorporation or bylaws.
Wyo. Stat. § 17-10-244 — WY Code / Title 17 / Chapter 10 / Section 17-10-244
§ 17-10-244. Court-ordered remedies or dissolution
Status: in_force

(a) A court may grant equitable relief that it deems just and reasonable in the circumstances or may dissolve a cooperative and liquidate its assets and business in any of the following circumstances:

(i) In a supervised voluntary dissolution that is applied for by the cooperative;

(ii) In an action by a member when it is established that:

(A) The directors or the persons having the authority otherwise vested in the board are deadlocked in the management of the cooperative's affairs and the members are unable to break the deadlock;

(B) The directors or those in control of the cooperative have acted fraudulently, illegally or in a manner unfairly prejudicial toward one (1) or more members in their capacities as members, directors or officers;

(C) The members of the cooperative are so divided in voting power that, for a period that includes the time when two (2) consecutive regular members' meetings were held, they have failed to elect successors to directors whose terms have expired or would have expired upon the election and qualification of their successors;

(D) The cooperative assets are being misapplied or wasted; or

(E) The period of duration as provided in the articles has expired and has not been extended as provided in this article.

(iii) In an action by a creditor when:

(A) The claim of the creditor against the cooperative has been reduced to judgment and an execution on the judgment has been returned unsatisfied; or

(B) The cooperative has admitted in writing that the claim of the creditor against the cooperative is due and owing and it is established that the cooperative is unable to pay its debts in the ordinary course of business.

(iv) In an action by the attorney general to dissolve the cooperative in accordance with this article when it is established that a decree of dissolution is appropriate.

(b) In determining whether to order equitable relief or dissolution, the court shall take into consideration the financial condition of the cooperative but may not refuse to order equitable relief or dissolution solely on the ground that the cooperative has accumulated operating net income or current operating net income.

(c) In deciding whether to order dissolution of the cooperative, the court shall consider whether lesser relief suggested by one (1) or more parties, such as a form of equitable relief or a partial liquidation, would be adequate to permanently relieve the circumstances established under subparagraph (a)(ii)(B) or (C) of this section. Lesser relief may be ordered if it would be appropriate under the facts and circumstances of the case.

(d) If the court finds that a party to a proceeding brought under this section has acted arbitrarily, vexatiously, or otherwise not in good faith, the court may in its discretion award reasonable expenses, including attorneys' fees and disbursements, to any of the other parties.

(e) Proceedings under this section shall be brought in a court within the county where the registered address of the cooperative is located.

(f) It is not necessary to make members parties to the action or proceeding unless relief is sought against them personally.
Wyo. Stat. § 17-16-1006 — WY Code / Title 17 / Chapter 16 / Section 17-16-1006
§ 17-16-1006. Articles of amendment
Status: repealed

(a) After an amendment to the articles of incorporation has been adopted and approved in the manner required by this act and by the articles of incorporation, the corporation shall deliver to the secretary of state for filing articles of amendment setting forth:

(i) The name of the corporation;

(ii) The text of each amendment adopted;

(iii) If an amendment provides for an exchange, reclassification, or cancellation of issued shares, provisions for implementing the amendment if not contained in the amendment itself which may be made dependent upon facts objectively ascertainable outside the articles of amendment;

(iv) The date of each amendment's adoption; and

(v) If an amendment:

(A) Was adopted by the incorporators or board of directors without shareholder approval, a statement that the amendment was duly approved by the incorporators or by the board of directors as the case may be and that shareholder approval was not required; or

(B) Required approval by the shareholders, a statement that the amendment was duly approved by the shareholders in the manner required by this act and by the articles of incorporation;

(C) Reserved.

(vi) Repealed by Laws 2010, ch. 82, § 2, eff. March 9, 2010.
Wyo. Stat. § 17-17-140 — WY Code / Title 17 / Chapter 17 / Section 17-17-140
§ 17-17-140. Court action to protect shareholders
Status: in_force

(a) Subject to satisfying the conditions of subsections (c) and (d) of this section, a shareholder of a statutory close corporation may petition the district court for any of the relief described in W.S. 17-17-141 through 17-17-143 if:

(i) The directors or those in control of the corporation have acted, are acting, or will act in a manner that is illegal, oppressive, fraudulent or unfairly prejudicial to the petitioner, whether in his capacity as shareholder, director or officer of the corporation;

(ii) The directors or those in control of the corporation are deadlocked in the management of the corporation's affairs, the shareholders are unable to break the deadlock, and the corporation is suffering or will suffer irreparable injury or the business and affairs of the corporation can no longer be conducted to the advantage of the shareholders generally because of the deadlock; or

(iii) There exists one (1) or more grounds for judicial dissolution of the corporation under W.S. 17-16-1430 .

(b) A shareholder must commence a proceeding under subsection (a) of this section in the district court of the county where the corporation's principal office, or, if none in this state, its registered office, is located. The jurisdiction of the court in which the proceeding is commenced is plenary and exclusive.

(c) If a shareholder has agreed in writing to pursue a nonjudicial remedy to resolve disputed matters, he may not commence a proceeding under this section with respect to the matters until he has exhausted the nonjudicial remedy.

(d) If a shareholder has dissenters' rights under this chapter or W.S. 17-16-1301 through 17-16-1331 with respect to proposed corporate action, he must commence a proceeding under this section before he is required to give notice of his intent to demand payment under W.S. 17-16-1321 or to demand payment under W.S. 17-16-1323 or the proceeding is barred.

(e) Except as provided in subsections (c) and (d) of this section, a shareholder's right to commence a proceeding under this section and the remedies available under W.S. 17-17-141 through 17-17-143 are in addition to any other right or remedy he may have.
Wyo. Stat. § 17-29-1003 — WY Code / Title 17 / Chapter 29 / Section 17-29-1003
§ 17-29-1003. Action on plan of merger by constituent limited liability company
Status: in_force

(a) Subject to W.S. 17-29-1014 , a plan of merger shall be consented to by all the members of a constituent limited liability company.

(b) Subject to W.S. 17-29-1014 and any contractual rights, after a merger is approved, and at any time before articles of merger are delivered to the secretary of state for filing under W.S. 17-29-1004 , a constituent limited liability company may amend the plan or abandon the merger:

(i) As provided in the plan; or

(ii) Except as otherwise prohibited in the plan, with the same consent as was required to approve the plan.
Wyo. Stat. § 17-18-113 — WY Code / Title 17 / Chapter 18 / Section 17-18-113
§ 17-18-113. Hearing; order of secretary of state prohibiting or conditioning purchase
Status: in_force

(a) Whenever it appears to the secretary of state that any person has acted or is about to act in a manner constituting a violation of any provision of this act or any rule or regulation adopted pursuant to this act, the secretary of state shall call a hearing to investigate the matter. Any interested person may petition the secretary of state for a hearing if that person reasonably believes a violation of W.S. 17-18-105 through 17-18-111 has or is about to occur, or for purposes of W.S. 17-18-111(b) .

(b) At least five (5) days notice that a hearing will be held under this section shall be given to the target company, the offeror, and other persons as the secretary of state may designate.

(c) The expenses, including the cost of transcripts and all expenses of the state, of all hearings held under this section shall be borne by the offeror. As security for the payment of these expenses, the offeror shall file with the secretary of state an acceptable bond or other deposit in an amount to be determined by the secretary of state.

(d) The target company, the offeror, any offeree, and any other person whose interests may be affected have the right to appear at any hearing held pursuant to this section, and to become a party to the proceeding. Any person appearing at or party to the hearing has the rights granted in the Wyoming Administrative Procedure Act.

(e) If the secretary of state finds by a preponderance of the evidence that the takeover statement fails to provide full and fair disclosure to the offerees of all material information concerning the takeover offer or that the takeover offer is not made to all offerees of the same class of equity securities of the target company on substantially equivalent terms, he shall by order prohibit the purchase of shares tendered in response to the takeover offer or condition purchase upon changes or modifications.

(f) In the case of a takeover offer subject to the approval of the insurance commissioner, the offeror within five (5) days after the statement is filed shall mail a notice to all offerees of the target company advising them of the general terms and conditions of the takeover offer and the date of the hearing at which they may appear. No shares shall be contracted for, purchased or paid for until after approval by both the secretary of state and the insurance commissioner. All expenses of notifying the offerees shall be paid by the offeror.
Wyo. Stat. § 17-18-205 — WY Code / Title 17 / Chapter 18 / Section 17-18-205
§ 17-18-205. Bondholder definition
Status: in_force

The term bondholder shall include the owners of any debt instrument to which bondholder protections are extended.
Wyo. Stat. § 17-20-1106 — WY Code / Title 17 / Chapter 20 / Section 17-20-1106
§ 17-20-1106. Merger with entity other than a cooperative utility
Status: in_force

(a) A cooperative utility may merge with any entity if:

(i) The merger is permitted by the law of the state or country under whose law the entity is organized and existing and each entity complies with that law in effecting the merger;

(ii) The entity complies with W.S. 17-19-1104 if it is the surviving corporation or entity;

(iii) The merger is approved by the affirmative vote of not less than two-thirds (2/3) of all of the members of the cooperative utility; and

(iv) The provisions in W.S. 17-20-1201 are met.
Wyo. Stat. § 17-16-862 — WY Code / Title 17 / Chapter 16 / Section 17-16-862
§ 17-16-862. Directors' action
Status: in_force

(a) Directors' action respecting a director's conflicting interest transaction is effective for purposes of W.S. 17-16-861(b)(i) if the transaction has been authorized by the affirmative vote of a majority, but no fewer than two (2), of the qualified directors who voted on the transaction, after required disclosure by the conflicted director of information not already known by such qualified directors, or after modified disclosure in compliance with subsection (b) of this section, provided that:

(i) The qualified directors have deliberated and voted outside the presence of and without the participation by any other director; and

(ii) Where the action has been taken by a committee, all members of the committee were qualified directors, and either:

(A) The committee was composed of all the qualified directors on the board of directors; or

(B) The members of the committee were appointed by the affirmative vote of a majority of the qualified directors on the board.

(b) Notwithstanding subsection (a) of this section, when a transaction is a director's conflicting interest transaction only because a related person described in W.S. 17-16-860(a)(v)(E) or (F) is a party to or has a material financial interest in the transaction, the conflicted director is not obligated to make required disclosure 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, provided that the conflicted director discloses to the qualified directors voting on the transaction:

(i) All information required to be disclosed that is not so violative;

(ii) The existence and nature of the director's conflicting interest; and

(iii) The nature of the conflicted director's duty not to disclose the confidential information.

(c) A majority, but no fewer than two (2), of all the qualified directors on the board of directors, or on the committee, constitutes a quorum for purposes of action that complies with this section.

(d) Where directors' action under this section does not satisfy a quorum or voting requirement applicable to the authorization of the transaction by reason of the articles of incorporation, the bylaws or a provision of law, independent action to satisfy those authorization requirements shall be taken by the board of directors or a committee, in which action directors who are not qualified directors may participate.
Wyo. Stat. § 17-20-1103 — WY Code / Title 17 / Chapter 20 / Section 17-20-1103
§ 17-20-1103. Merger of 2 or more cooperative utilities
Status: in_force

Unless this act, the articles, bylaws or the board of directors or members, acting pursuant to W.S. 17-19-1103(c) require a greater vote, a plan of merger involving two (2) or more cooperative utilities to be adopted shall be approved as provided by W.S. 17-19-1103(a)(i) and (iii) and by the affirmative vote of not less than a majority of all of the members of each of the merging cooperative utilities.
Wyo. Stat. § 17-10-208 — WY Code / Title 17 / Chapter 10 / Section 17-10-208
§ 17-10-208. Articles of organization
Status: in_force

(a) The organizers shall prepare the articles, which shall include:

(i) The name of the cooperative;

(ii) The purpose of the cooperative;

(iii) The principal place of business for the cooperative and the name and address of its registered agent in this state;

(iv) The period of duration for the cooperative, if the duration is not to be perpetual;

(v) The capital structure of the cooperative including a statement of the classes and relative rights, preferences, and restrictions granted to or imposed upon each class of member interests, the rights to share in profits or distributions of the cooperative, and the authority to issue member interests, which may be designated to be determined by the board;

(vi) A provision designating the voting and governance rights, including which membership interests have voting power and any limitations or restrictions on the voting power, which shall be in accordance with the provisions of this article;

(vii) A statement that patron membership interests with voting power shall be restricted to one (1) vote for each member regardless of the amount of patron membership interests held in the affairs of the cooperative or a statement describing the allocation of voting power allocated as prescribed in this article;

(viii) A statement that membership interests held by a member are transferable only with the approval of the board or as provided in the bylaws;

(ix) The names, post office addresses, and terms of office of the directors of the first board;

(x) A statement as to how profits and losses will be allocated and cash will be distributed between patron membership interests collectively and nonpatron membership interests collectively, a statement that net income allocated to a patron membership interests as determined by the board in excess of dividends and additions to reserves shall be distributed on the basis of patronage, and that the records of the cooperative shall include the interests of patron membership interests and nonpatron membership interests which may be further described in the bylaws, of any classes, and in the reserves; and

(xi) The registered address of the cooperative.

(b) The articles shall contain the provisions in subsection (a) of this section, except that the names, post office addresses of the directors of the first board may be omitted after their successors have been elected by the members or the articles are amended in their entirety.

(c) The articles may contain any other lawful provision.

(d) The articles shall be signed by the organizers.

(e) The original articles shall be filed with the secretary of state. The fee for filing the articles with the secretary of state shall be subject to the provisions of W.S. 17-16-122 .

(f) When the articles of organization have been filed with the secretary of state and the required fee has been paid to the secretary of state, it shall be presumed that:

(i) All conditions precedent that are required to be performed by the organizers have been complied with;

(ii) The organization of the cooperative has been chartered by the state as a separate legal entity; and

(iii) The secretary of state shall issue a certificate of organization to the cooperative.
Wyo. Stat. § 17-14-604 — WY Code / Title 17 / Chapter 14 / Section 17-14-604
§ 17-14-604. Sharing of distributions
Status: in_force

Distributions of cash or other assets of a limited partnership shall be allocated among the partners, and among classes of partners, in the manner provided in writing in the partnership agreement. If the partnership agreement does not so provide in writing, distributions shall be made on the basis of the value (as stated in the partnership records required to be kept pursuant to W.S. 17-14-206 ) of the contributions made by each partner to the extent they have been received by the partnership and have not been returned.
Wyo. Stat. § 17-19-1407 — WY Code / Title 17 / Chapter 19 / Section 17-19-1407
§ 17-19-1407. Known claims against dissolved corporation
Status: in_force

(a) A dissolved corporation may dispose of the known claims against it by following the procedure described in this section.

(b) The dissolved corporation shall notify its known claimants in writing by mail or private carrier or by personal delivery of the dissolution at any time after its effective date. The written notice shall:

(i) Describe information that shall be included in a claim;

(ii) Provide a mailing address where a claim may be sent;

(iii) State the deadline, which may not be fewer than one hundred twenty (120) days from the effective date of the written notice, by which the dissolved corporation shall receive the claim; and

(iv) State that the claim will be barred if not received by the deadline.

(c) A claim against the dissolved corporation is barred:

(i) If a claimant who was given written notice under subsection (b) of this section does not deliver the claim to the dissolved corporation by the deadline; or

(ii) If a claimant whose claim was rejected by the dissolved corporation does not commence a proceeding to enforce the claim within ninety (90) days from the effective date of the rejection notice.

(d) For purposes of this section “claim” does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution.
Wyo. Stat. § 17-29-501 — WY Code / Title 17 / Chapter 29 / Section 17-29-501
§ 17-29-501. Nature of transferable interest
Status: in_force

A transferable interest is personal property.
Wyo. Stat. § 17-31-115 — WY Code / Title 17 / Chapter 31 / Section 17-31-115
§ 17-31-115. Miscellaneous
Status: in_force

The articles of organization and the operating agreement of a decentralized autonomous organization are effective as statements of authority. Where the underlying articles of organization and operating agreement are in conflict, the articles of organization shall preempt any conflicting provisions. Where the underlying articles of organization and smart contract are in conflict, the smart contract shall preempt any conflicting provisions of the articles of organization, except as it relates to W.S. 17-31-104 and 17-31-106(a) and (b) .
Wyo. Stat. § 17-16-740 — WY Code / Title 17 / Chapter 16 / Section 17-16-740
§ 17-16-740. Subarticle definitions
Status: in_force

(a) As used in this subarticle:

(i) “Derivative proceeding” means a civil suit in the right of a domestic corporation or, to the extent provided in W.S. 17-16-747 , in the right of a foreign corporation;

(ii) “Shareholder” includes a beneficial owner whose shares are held in a voting trust or held by a nominee on the beneficial owner's behalf.
Wyo. Stat. § 17-28-111 — WY Code / Title 17 / Chapter 28 / Section 17-28-111
§ 17-28-111. Rules and regulations; applicability
Status: in_force

(a) The secretary of state shall have the power reasonably necessary to perform the duties required of him by this chapter. The secretary of state shall promulgate reasonable rules and regulations necessary to carry out the purposes of this chapter.

(b) The Financial Technology Sandbox Act shall apply to this chapter.
Wyo. Stat. § 17-21-101 — WY Code / Title 17 / Chapter 21 / Section 17-21-101
§ 17-21-101. Definitions
Status: in_force

(a) In this chapter:

(i) “Business” includes every trade, occupation and profession;

(ii) “Chief executive office” means the principal operating headquarters and the primary offices of the chief executive officer;

(iii) “Debtor in bankruptcy” means a person who is the subject of:

(A) An order for relief under title 11 of the United States Code or a comparable order under a successor statute of general application; or

(B) A comparable order under federal or state law governing insolvency.

(iv) “Distribution” means a transfer of cash or other property from a partnership to a partner in the partner's capacity as a partner, or to the partner's transferee;

(v) “ Foreign registered limited liability partnership ” means a partnership or association formed under, or pursuant to an agreement governed by, the laws of any state or jurisdiction other than this state that is registered as a limited liability partnership under the laws of the other jurisdiction;

(vi) “ Partnership ” means an association of two (2) or more persons to carry on as coowners a business for profit formed under W.S. 17-21-202 , predecessor law, or comparable law of another jurisdiction, and includes for all purposes of the laws of this state, a registered limited liability partnership;

(vii) “ Partnership agreement ” means an agreement, written or oral, among the partners concerning the partnership;

(viii) “ Partnership at will ” means a partnership in which the partners have not agreed to remain partners until the expiration of a definite term or the completion of a particular undertaking;

(ix) “ Person ” means an individual, corporation, business trust, estate, trust, partnership, association, joint venture, government, governmental subdivision, agency or instrumentality or any other legal or commercial entity;

(x) “ Property ” means all property, real, personal or mixed, tangible or intangible, or any interest therein;

(xi) “ Registered limited liability partnership ” means a partnership formed pursuant to an agreement governed by the laws of this state, registered under W.S. 17-21-1101 and complying with W.S. 17-21-1103 ;

(xii) “ State ” means a state of the United States, the District of Columbia, the commonwealth 1 of Puerto Rico or any territory or insular possession subject to the jurisdiction of the United States;

(xiii) “ Statement ” means a statement of partnership authority under W.S. 17-21-303 , a statement of denial under W.S. 17-21-304 , a statement of dissociation under W.S. 17-21-704 , a statement of dissolution under W.S. 17-21-806 , a statement of merger under W.S. 17-21-906 , a statement of registration as a registered limited liability partnership, or a renewal thereof, under W.S. 17-21-1101 , a statement of continuance under W.S. 17-21-1106 , a statement of registration as a foreign registered limited liability partnership, or a renewal thereof, under W.S. 17-21-1104 or an amendment, cancellation or withdrawal of any of the foregoing;

(xiv) “ Transfer ” includes an assignment, conveyance, lease, mortgage, deed and encumbrance;

(xv) “ Registered agent ” means as provided in W.S. 17-28-101 through 17-28-111 .
Wyo. Stat. § 17-16-1003 — WY Code / Title 17 / Chapter 16 / Section 17-16-1003
§ 17-16-1003. Amendment by board of directors and shareholders
Status: in_force

(a) If a corporation has issued shares, an amendment to the articles of incorporation shall be adopted in the following manner:

(i) The proposed amendment shall be adopted by the board of directors;

(ii) Except as provided in W.S. 17-16-1005 , 17-16-1007 and 17-16-1008 , after adopting the proposed amendment the board of directors shall submit the amendment to the shareholders for their approval. The board of directors shall also transmit to the shareholders a recommendation that the shareholders approve the amendment, unless the board of directors makes a determination that because of conflict of interest or other special circumstances it should not make such a recommendation in which case the board of directors shall transmit the basis for that determination to the shareholders;

(iii) The board of directors may condition its submission of the amendment to the shareholders on any basis;

(iv) If the amendment is required to be approved by the shareholders and the approval is to be given at a meeting, the corporation shall notify each shareholder, whether or not entitled to vote, of the shareholders' meeting at which the amendment is to be submitted for approval. The notice shall state that the purpose, or one (1) of the purposes, of the meeting is to consider the amendment and shall contain or be accompanied by a copy of the amendment;

(v) Unless the articles of incorporation, or the board of directors acting pursuant to paragraph (iii) of this subsection require a greater vote or a greater number of shares to be present, approval of the amendment requires the approval of the shareholders at a meeting at which a quorum exists, and, if any class or series of shares is entitled to vote as a separate group on the amendment, except as provided in W.S. 17-16-1004(c) , the approval of each such separate voting group at a meeting at which a quorum of the voting group exists.
Wyo. Stat. § 17-22-108 — WY Code / Title 17 / Chapter 22 / Section 17-22-108
§ 17-22-108. Effect of judgment or order
Status: in_force

A judgment or order against a nonprofit association is not by itself a judgment or order against a member.
Wyo. Stat. § 17-29-103 — WY Code / Title 17 / Chapter 29 / Section 17-29-103
§ 17-29-103. Knowledge; notice
Status: reserved

(a) A person knows a fact when the person:

(i) Has actual knowledge of it; or

(ii) Is deemed to know it under paragraph (d)(i) of this section or law other than this chapter.

(b) A person has notice of a fact when the person:

(i) Has reason to know the fact from all of the facts known to the person at the time in question; or

(ii) Is deemed to have notice of the fact under paragraph (d)(ii) of this section.

(c) A person notifies another of a fact by taking steps reasonably required to inform the other person in ordinary course, whether or not the other person knows the fact.

(d) A person that is not a member is deemed:

(i) To know of a limitation on authority to transfer real property as provided in W.S. 17-29-302(g) ; and

(ii) To have notice of a limited liability company's:

(A) Dissolution, ninety (90) days after articles of dissolution under W.S. 17-29-702(b)(ii)(A) and the limitation on the member's or manager's authority as a result of the statement of dissolution becomes effective;

(B) Reserved; and

(C) Merger, conversion, continuance, transfer or domestication, ninety (90) days after articles of merger, conversion, continuance, transfer or domestication under article 10 of this chapter become effective.
Wyo. Stat. § 17-19-1107 — WY Code / Title 17 / Chapter 19 / Section 17-19-1107
§ 17-19-1107. Bequests, devises and gifts
Status: in_force

Any bequest, devise, gift, grant or promise contained in a will or other instrument of donation, subscription or conveyance, that is made to a constituent corporation and that takes effect or remains payable after the merger, inures to the surviving corporation unless the will or other instrument otherwise specifically provides.
Wyo. Stat. § 17-27-101 — WY Code / Title 17 / Chapter 27 / Section 17-27-101
§ 17-27-101. Electronic filing of annual reports authorized; rules; penalty
Status: repealed

(a) Notwithstanding any other provision of law, any entity required to file an annual report and pay an annual license fee under title 17 of the Wyoming statutes , may be authorized by rules of the secretary of state to file the annual report electronically and pay the annual license fee through credit card, electronic funds transfer or by other means. For each electronically transmitted annual report filed in the office of the secretary of state, the office shall assign a unique number to the filed report, create a record that bears the number assigned and the date and time of filing, and maintain the filed annual report for public inspection.

(b) Repealed by Laws 2008, ch. 91, § 3.
Wyo. Stat. § 17-21-103 — WY Code / Title 17 / Chapter 21 / Section 17-21-103
§ 17-21-103. Effect of partnership agreement; nonwaivable provisions
Status: in_force

(a) Except as provided in subsection (b) of this section, a partnership agreement governs relations among the partners and between the partners and the partnership. To the extent the partnership agreement does not otherwise provide, this chapter governs relations among the partners and between the partners and the partnership.

(b) A partnership agreement may not:

(i) Vary the rights and duties under W.S. 17-21-105 except to eliminate the duty to provide copies of statements to all the partners;

(ii) Unreasonably restrict a partner's right of access to books and records under W.S. 17-21-403(b) ;

(iii) Eliminate the duty of loyalty under W.S. 17-21-404(b) ;

(iv) Unreasonably reduce the duty of care under W.S. 17-21-404(d) ;

(v) Eliminate the obligation of good faith and fair dealing under W.S. 17-21-404(e) ;

(vi) Vary the power to withdraw as a partner under W.S. 17-21-601(a)(i) , except to require the notice to be in writing;

(vii) Vary the right to expulsion of a partner by a court in the events specified in W.S. 17-21-601(a)(v) ;

(viii) Vary the requirement to wind up the partnership business in cases specified in W.S. 17-21-801(a)(iv), (v) or (vi) ; or

(ix) Restrict rights of third parties under this chapter.
Wyo. Stat. § 17-19-704 — WY Code / Title 17 / Chapter 19 / Section 17-19-704
§ 17-19-704. Action by written consent
Status: in_force

(a) Unless limited or prohibited by the articles or bylaws, action required or permitted by this act to be taken at a members' meeting may be taken without a meeting if notice of the proposed action is given to all voting members and the action is approved by ninety percent (90%) of the members entitled to vote on the action. The action shall be evidenced by one (1) or more written consents describing the action approved, signed either manually or in facsimile, by the requisite number of members entitled to vote on the action, and delivered to the corporation for inclusion in the minutes or filing with the corporate records.

(b) If not otherwise determined under W.S. 17-19-703 or 17-19-707 , the record date for determining members entitled to take action without a meeting is the date the first member signs the consent under subsection (a) of this section.

(c) A consent signed under this section has the effect of a meeting vote and may be described as such in any document filed with the secretary of state.
Wyo. Stat. § 17-19-1531 — WY Code / Title 17 / Chapter 19 / Section 17-19-1531
§ 17-19-1531. Procedure and effect of revocation
Status: repealed

(a) The secretary of state upon determining that one (1) or more grounds exist under W.S. 17-19-1530 for revocation of a certificate of authority shall serve the foreign corporation with written notice of that determination under W.S. 17-28-104 .

(b) The attorney general upon determining that one (1) or more grounds exist under W.S. 17-19-1530(b) for revocation of a certificate of authority shall request the secretary of state to serve, and the secretary of state shall serve the foreign corporation with written notice of that determination under W.S. 17-28-104 .

(c) If the foreign corporation does not correct each ground for revocation or demonstrate to the reasonable satisfaction of the secretary of state or attorney general that each ground for revocation determined by the secretary of state or attorney general does not exist within sixty (60) days after service of the notice is perfected under W.S. 17-28-104 , the secretary of state may revoke the foreign corporation's certificate of authority by signing a certificate of revocation that recites the ground or grounds for revocation and its effective date. The secretary of state shall file the original of the certificate and serve a copy on the foreign corporation under W.S. 17-28-104 .

(d) The authority of a foreign corporation to transact business in this state ceases on the date shown on the certificate revoking its certificate of authority.

(e) The secretary of state's revocation of a foreign corporation's certificate of authority appoints the secretary of state the foreign corporation's agent for service of process in any proceeding based on a cause of action that arose during the time the foreign corporation was authorized to transact business in this state. Service of process on the secretary of state under this subsection is service on the foreign corporation. Upon receipt of process, the secretary of state shall either:

(i) Mail a copy of the process to the secretary of the foreign corporation at its principal office shown in its most recent annual report or in any subsequent communications received from the corporation stating the current mailing address of its principal office, or, if none are on file, in its application for a certificate of authority; or

(ii) Electronically submit a copy of the process to the foreign corporation's email address.

(f) Revocation of a foreign corporation's certificate of authority does not terminate the authority of the registered agent of the corporation.

(g) Repealed by Laws 2008, ch. 91, § 3.
Wyo. Stat. § 17-16-1201 — WY Code / Title 17 / Chapter 16 / Section 17-16-1201
§ 17-16-1201. Disposition of assets not requiring shareholder approval
Status: repealed

(a) No approval of the shareholders of a corporation is required unless the articles of incorporation otherwise provide:

(i) To sell, lease, exchange, or otherwise dispose of any or all of the corporation's assets in the usual and regular course of business;

(ii) To mortgage, pledge, dedicate to the repayment of indebtedness, whether with or without recourse, or otherwise encumber any or all of the corporation's assets whether or not in the usual and regular course of business; or

(iii) To transfer any or all of the corporation's assets to one (1) or more corporations or other entities all of the shares or interests of which are owned by the corporation; or

(iv) To distribute assets pro rata to the holders of one (1) or more classes or series of the corporation's shares.

(b) Repealed by Laws 2009, ch. 115, § 3.
Wyo. Stat. § 17-29-104 — WY Code / Title 17 / Chapter 29 / Section 17-29-104
§ 17-29-104. Nature, purpose and duration of limited liability company
Status: in_force

(a) A limited liability company is an entity distinct from its members.

(b) A limited liability company may have any lawful purpose, regardless of whether for profit.

(c) A limited liability company has perpetual duration.

(d) Limited liability companies may be organized under this chapter for any lawful purpose, except for the purpose of acting as a financial institution or acting as an insurer as defined in W.S. 26-1-102(a)(xvi) .

(e) Nothing in this chapter shall be interpreted as precluding an individual whose occupation requires licensure under Wyoming law from forming a limited liability company if the applicable licensing statutes do not prohibit it and the licensing body does not prohibit it by rule or regulation adopted consistent with the appropriate licensing statute. No limited liability company may offer professional services or practice a profession except by and through its licensed members or licensed employees, each of whom shall retain his professional license in good standing and shall remain as fully liable and responsible for his professional activities, and subject to all rules, regulations, standards and requirements pertaining thereto, as though practicing individually rather than in a limited liability company.
Wyo. Stat. § 17-14-201 — WY Code / Title 17 / Chapter 14 / Section 17-14-201
§ 17-14-201. Short title
Status: in_force

This act may be cited as the “Uniform Limited Partnership Act”.
Wyo. Stat. § 17-10-110 — WY Code / Title 17 / Chapter 10 / Section 17-10-110
§ 17-10-110. Members and stock generally
Status: in_force

(a) When a member of an association established without capital stock has paid his membership fee in full, he shall receive a certificate of membership.

(b) No association shall issue stock to a member until it has been fully paid for. The promissory notes of the members may be accepted by the association as full or partial payment. The association shall hold the stock as security for the payment of the note, but such retention of security shall not affect the members' right to vote.

(c) Except for debts lawfully contracted between him and the association, no member shall be liable for the debts of the association to an amount exceeding the sum remaining unpaid on his membership fee or his subscription to the capital stock, including any unpaid balance on any promissory notes given in payment thereof.

(d) No stockholder of a cooperative association shall hold more than twenty percent (20%) of the common stock of the association; and the association, in its bylaws, may limit the amount of common stock which one (1) member may own to any amount less than twenty percent (20%) of the common stock.

(e) No member or stockholder shall be entitled to more than one (1) vote.

(f) The bylaws shall prohibit the transfer of the common stock or membership of the association to persons not engaged in the production of the agricultural products handled by the association, and such restrictions must be printed upon every certificate of stock or membership certificate subject thereto.

(g) Any association organized with stock under this act may issue preferred stock, without the right to vote, and bearing a rate of interest not to exceed eight percent (8%). Such stock may be redeemable or retireable by the association on such terms and conditions as may be provided for by the certificate of incorporation and printed on the face of the certificate.
Wyo. Stat. § 17-20-1112 — WY Code / Title 17 / Chapter 20 / Section 17-20-1112
§ 17-20-1112. Consolidation of 2 or more cooperative utilities
Status: in_force

Unless this act, the articles, bylaws or the board of directors or members, acting pursuant to W.S. 17-19-1112(c) require a greater vote, a plan of consolidation involving two (2) or more cooperative utilities to be adopted shall be approved as provided by W.S. 17-19-1112(a)(i) and (iii) and by the affirmative vote of not less than a majority of all of the members of each of the consolidating cooperative utilities.
Wyo. Stat. § 17-25-103 — WY Code / Title 17 / Chapter 25 / Section 17-25-103
§ 17-25-103. Definition and election of close limited liability company status
Status: in_force

(a) A close limited liability company is a limited liability company whose articles of organization contain a statement that the company is a close limited liability company.

(b) A limited liability company formed under W.S. 17-29-101 through 17-29-1102 may convert to a close limited liability company by amending its articles of organization to include the statement required by subsection (a) of this section.

(c) A statement in substantially the following form shall appear conspicuously in the operating agreement and on any certificates of ownership in a close limited liability company:

The rights of members in a close limited liability company may differ materially from the rights of members in other limited liability companies. The Close Limited Liability Company Supplement, articles of organization, and operating agreement of a close limited liability company may restrict transfer of ownership interests, withdrawal or resignation from the company, return of capital contributions and dissolution of the company.
Wyo. Stat. § 17-19-1108 — WY Code / Title 17 / Chapter 19 / Section 17-19-1108
§ 17-19-1108. Merger with a governmental subdivision
Status: in_force

Except for W.S. 17-19-1102 , this article does not apply if a public benefit, mutual benefit or religious corporation merges with a governmental subdivision. The corporation shall file with the secretary of state notice of the consummated merger.
Wyo. Stat. § 17-11-105 — WY Code / Title 17 / Chapter 11 / Section 17-11-105
§ 17-11-105. Authority to acquire and dispose of bonds, securities and capital stock of corporation
Status: in_force

(a) Notwithstanding any rule at common law or any provision of any general or special law or any provision in their respective charters, agreements of association, articles of organization or trust indentures:

(i) Any person, domestic or foreign corporation, public utility company, insurance company, financial institution as defined herein, or trust, is hereby authorized to acquire, purchase, hold, sell, assign, transfer, mortgage, pledge or otherwise dispose of any bonds, securities, or other evidence of indebtedness, or the shares of the capital stock of the corporation, or to make contributions to any corporation organized hereunder, and while a shareholder to exercise all the rights, powers, and privileges granted shareholders, including the right to vote, all without the approval of any regulatory authority of the state except as otherwise provided in this act;

(ii) All financial institutions as defined herein are hereby authorized to become members of the corporation and to make loans to the corporation as provided herein; and

(iii) Each financial institution which becomes a member of the corporation may acquire, purchase, hold, sell, assign, transfer, mortgage, pledge or otherwise dispose of any bonds, securities, or other evidence of indebtedness, or the shares of the capital stock of the corporation, and make contributions to the corporation, and as a shareholder exercise all the rights, powers, and privileges granted stockholders, including the right to vote, all without the approval of any regulatory authority of the state.

(b) The amount of capital stock of the corporation which any member is authorized to acquire pursuant to the authority granted herein is in addition to the amount of capital stock in corporations which such member may otherwise be authorized to acquire.
Wyo. Stat. § 17-3-102 — WY Code / Title 17 / Chapter 3 / Section 17-3-102
§ 17-3-102. Licensed stockholder or employee subject to certain requirements
Status: in_force

No corporation may offer professional services or practice a profession except by and through the person or persons of its licensed stockholder or stockholders, or licensed employees, each of whom shall retain his professional license in good standing, and shall remain as fully liable and responsible for his professional activities, and subject to all rules, regulations, standards and requirements pertaining thereto, as though practicing individually rather than in a corporation.
Wyo. Stat. § 17-16-1620 — WY Code / Title 17 / Chapter 16 / Section 17-16-1620
§ 17-16-1620. Financial statements for shareholders
Status: in_force

(a) A corporation shall furnish, upon request, to its shareholders annual financial statements, which may be consolidated or combined statements of the corporation and one (1) or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year, an income statement for that year, and a statement of changes in shareholders' equity for the year unless that information appears elsewhere in the financial statements. If financial statements are prepared for the corporation on the basis of generally accepted accounting principles, the annual financial statements shall also be prepared on that basis. If detailed financial statements are not prepared for the corporation on an annual basis, then a copy of its federal income tax return will satisfy the requirements of this section.

(b) If the annual financial statements are reported upon by a public accountant, his report shall accompany them. If not, the statements shall be accompanied by a statement of the president or the person responsible for the corporation's accounting records:

(i) Stating his reasonable belief whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation; and

(ii) Describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.

(c) A corporation shall mail, upon request, the annual financial statements to each shareholder within one hundred twenty (120) days after the close of each fiscal year. Thereafter, on written request from a shareholder who was not mailed the statements, the corporation shall mail the shareholder the latest financial statements.
Wyo. Stat. § 17-18-104 — WY Code / Title 17 / Chapter 18 / Section 17-18-104
§ 17-18-104. Option; restrictions on business combinations
Status: repealed

(a) Every qualified corporation is subject to the restrictions on business combinations with interested stockholders provided in this section unless the corporation elects not to be subject to the restrictions. A corporation which is not a qualified corporation may elect not to be subject to the restrictions on business combinations in the event it becomes a qualified corporation. The election shall be made either:

(i) Through a specific provision in the articles of incorporation;

(ii) Through a statement in the bylaws that the corporation elects not to be subject to the restrictions in W.S. 17-18-104(b) . This election shall be effective immediately upon adoption of the bylaws, unless the articles of incorporation provide otherwise; or

(iii) By filing a statement making the election with the secretary of state. This election shall be authorized by the corporation's board of directors and shall be effective from the date of filing with the secretary of state.

(b) A qualified corporation shall not, directly or indirectly, enter into or engage in any business combination with any interested stockholder or any affiliate or associate of the interested stockholder for a period of three (3) years after the date the stockholder became an interested stockholder, unless:

(i) Prior to the time the stockholder became an interested stockholder, the board of directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder; or

(ii) Repealed by Laws 1990, ch. 62, §§ 2, 3.

(iii) On or after the time the stockholder became an interested stockholder, the business combination is approved by the board of directors and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least two-thirds (2/3) of the outstanding voting stock which is not owned by the interested stockholder.

(c) The restrictions contained in this section shall not apply if:

(i) A stockholder becomes an interested stockholder inadvertently and as soon as practical divests sufficient stocks so that he ceases to be an interested stockholder, and would not, at any time within the three (3) year period immediately before a business combination between the corporation and the stockholder, have been an interested stockholder but for the inadvertent acquisition;

(ii) Repealed by Laws 1990, ch. 62, §§ 2, 3.

(d) The election not to be subject to the restrictions on business combinations may be revoked in the same manner as the elections are made. With respect to any interested stockholder the election not to be subject to the restrictions shall not be effective for a period of three (3) years after the date that the stockholder became an interested stockholder.
Wyo. Stat. § 17-10-209 — WY Code / Title 17 / Chapter 10 / Section 17-10-209
§ 17-10-209. Amendment of articles
Status: in_force

(a) The articles of a cooperative shall be amended as follows:

(i) The board by majority vote shall pass a resolution stating the text of the proposed amendment. The text of the proposed amendment and an attached mail ballot, if the board has provided for a mail ballot in the resolution or alternative method approved by the board and stated in the resolution, shall be mailed or distributed with a regular or special meeting notice to each member. The notice shall designate the time and place of the meeting for the proposed amendment to be considered and voted on;

(ii) If a quorum of the members is registered as being present or represented by alternative vote at the meeting, the proposed amendment is adopted:

(A) If approved by a majority of the votes cast; or

(B) For a cooperative with articles or bylaws requiring more than majority approval or other conditions for approval, the amendment is approved by a proportion of the votes cast or a number of total members as required by the articles or bylaws and the conditions for approval in the articles or bylaws have been satisfied.

(b) After an amendment has been adopted by the members, the amendment shall be signed by the chair, vice-chair, records officer, or assistant records officer and a copy of the amendment filed in the office of the secretary of state.

(c) A certificate shall be prepared stating:

(i) The vote and meeting of the board adopting a resolution of the proposed amendment;

(ii) The notice given to members of the meeting at which the amendment was adopted;

(iii) The quorum registered at the meeting; and

(iv) The vote cast adopting the amendment.

(d) The certificate shall be signed by the chair, vice-chair, records officer or financial officer and filed with the records of the cooperative.

(e) A majority of directors may amend the articles if the cooperative does not have any members with voting rights.
Wyo. Stat. § 17-17-121 — WY Code / Title 17 / Chapter 17 / Section 17-17-121
§ 17-17-121. Elimination of board of directors
Status: in_force

(a) A statutory close corporation may operate without a board of directors if its articles of incorporation contain a statement to that effect.

(b) An amendment to articles of incorporation eliminating a board of directors must be approved by all the shareholders of the corporation, whether or not otherwise entitled to vote on amendments, or if no shares have been issued, by all the subscribers for shares, if any, or if none, by all the incorporators.

(c) While a corporation is operating without a board of directors as authorized by subsection (a) of this section:

(i) All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation managed under the direction of, the shareholders;

(ii) Unless the articles of incorporation provide otherwise:

(A) Action requiring director approval or both director and shareholder approval is authorized if approved by the shareholders; and

(B) Action requiring a majority or greater percentage vote of the board of directors is authorized if approved by the majority or greater percentage of the votes of shareholders entitled to vote on the action.

(iii) A shareholder is not liable for his act or omission, although a director would be, unless the shareholder was entitled to vote on the action;

(iv) A requirement by a state or the United States that a document delivered for filing contain a statement that specified action has been taken by the board of directors is satisfied by a statement that the corporation is a statutory close corporation without a board of directors and that the action was approved by the shareholders; and

(v) The shareholders by resolution may appoint one (1) or more shareholders to sign documents as “designated directors.”

(d) An amendment to articles of incorporation deleting the statement eliminating a board of directors must be approved by the holders of at least two-thirds (2/3) of the votes of each class or series of shares of the corporation, voting as separate voting groups, whether or not otherwise entitled to vote on amendments. The amendment must also specify the number, names and addresses of the corporation's directors or describe who will perform the duties of a board under W.S. 17-16-801 .
Wyo. Stat. § 17-21-705 — WY Code / Title 17 / Chapter 21 / Section 17-21-705
§ 17-21-705. Continued use of partnership name
Status: in_force

Continued use of a partnership name, or a dissociated partner's name as part thereof, by the partners continuing the business does not of itself make the dissociated partner liable for an obligation of the partners or the partnership continuing the business.
Wyo. Stat. § 17-16-804 — WY Code / Title 17 / Chapter 16 / Section 17-16-804
§ 17-16-804. Election of directors by certain classes of shareholders
Status: in_force

If the articles of incorporation authorize dividing the shares into classes, the articles may also authorize the election of all or a specified number of directors by the holders of one (1) or more authorized classes of shares. A class or classes of shares entitled to elect one (1) or more directors is a separate voting group for purposes of the election of directors.
Wyo. Stat. § 17-16-1703 — WY Code / Title 17 / Chapter 16 / Section 17-16-1703
§ 17-16-1703. Saving provisions
Status: repealed

(a) Except as provided in subsection (b) of this section, the repeal of a statute by this act does not affect:

(i) The operation of the statute or any action taken under it before its repeal;

(ii) Any ratification, right, remedy, privilege, obligation or liability acquired, accrued or incurred under the statute before its repeal;

(iii) Any violation of the statute, or any penalty, forfeiture or punishment incurred because of the violation, before its repeal; or

(iv) Any proceeding, reorganization or dissolution commenced under the statute before its repeal, and the proceeding, reorganization or dissolution may be completed in accordance with the statute as if it had not been repealed.

(b) If a penalty or punishment imposed for violation of a statute repealed by this act is reduced by this act, the penalty or punishment if not already imposed shall be imposed in accordance with this act.
Wyo. Stat. § 17-16-703 — WY Code / Title 17 / Chapter 16 / Section 17-16-703
§ 17-16-703. Court-ordered meeting
Status: in_force

(a) The district court of the county where a corporation's principal office or, if none in this state, its registered office is located may summarily order a meeting to be held:

(i) On application of any shareholder of the corporation entitled to participate in an annual meeting if an annual meeting was not held or action by written consent in lieu thereof did not become effective within the earlier of six (6) months after the end of the corporation's fiscal year or fifteen (15) months after its last annual meeting; or

(ii) On application of a shareholder who signed a demand for a special meeting valid under W.S. 17-16-702 , if:

(A) Notice of the special meeting was not given within thirty (30) days after the date the demand was delivered to the corporation's secretary; or

(B) The special meeting was not held in accordance with the notice.

(b) The court may fix the time and place of the meeting, determine the shares entitled to participate in the meeting, specify a record date for determining shareholders entitled to notice of and to vote at the meeting, prescribe the form and content of the meeting notice, fix the quorum required for specific matters to be considered at the meeting or direct that the votes represented at the meeting constitute a quorum for action on those matters, and enter other orders necessary to accomplish the purpose or purposes of the meeting.
Wyo. Stat. § 17-19-1601 — WY Code / Title 17 / Chapter 19 / Section 17-19-1601
§ 17-19-1601. Corporate records
Status: in_force

(a) A corporation shall keep as permanent records minutes of all meetings of its members and board of directors, a record of all actions taken by the members or directors without a meeting, and a record of all actions taken by committees of the board of directors as authorized by W.S. 17-19-825(d) .

(b) A corporation shall maintain appropriate accounting records.

(c) A corporation or its agent shall maintain a record of its members in a form that permits preparation of a list of the name and address of all members, in alphabetical order by class, showing the number of votes each member is entitled to cast.

(d) A corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.

(e) A corporation shall keep a copy of the following records at its principal office:

(i) Its articles or restated articles of incorporation and all amendments to them currently in effect;

(ii) Its bylaws or restated bylaws and all amendments to them currently in effect;

(iii) Resolutions adopted by its board of directors relating to the characteristics, qualifications, rights, limitations and obligations of members or any class or category of members;

(iv) The minutes of all meetings of members and records of all actions approved by the members for the past three (3) years;

(v) All written communications to members generally within the past three (3) years, including the financial statements furnished for the past three (3) years under W.S. 17-19-1620 ;

(vi) A list of the names and addresses of its current directors and officers; and

(vii) Its most recent annual report delivered to the secretary of state under W.S. 17-19-1630 .
Wyo. Stat. § 17-19-203 — WY Code / Title 17 / Chapter 19 / Section 17-19-203
§ 17-19-203. Incorporation
Status: in_force

(a) Unless a delayed effective date is specified, the corporate existence begins when the articles of incorporation are filed.

(b) The secretary of state's filing of the articles of incorporation is conclusive proof that the incorporators satisfied all conditions precedent to incorporation except in a proceeding by the state to cancel or revoke the incorporation or involuntarily dissolve the corporation.
Wyo. Stat. § 17-17-102 — WY Code / Title 17 / Chapter 17 / Section 17-17-102
§ 17-17-102. Application of Wyoming Business Corporation Act and the provisions of W.S. 17-3-101 through 17-3-104
Status: in_force

(a) The Wyoming Business Corporation Act applies to statutory close corporations to the extent not inconsistent with the provisions of this chapter.

(b) This chapter applies to a professional corporation organized under W.S. 17-3-101 through 17-3-104 whose articles of incorporation contain the statement required by W.S. 17-17-103(a) , except insofar as W.S. 17-3-101 through 17-3-104 contain inconsistent provisions.

(c) This chapter does not repeal or modify any statute or rule of law that is or would apply to a corporation that is organized under the Wyoming Business Corporation Act and the provisions of W.S. 17-3-101 through 17-3-104 and that does not elect to become a statutory close corporation under W.S. 17-17-103 .
Wyo. Stat. § 17-31-104 — WY Code / Title 17 / Chapter 31 / Section 17-31-104
§ 17-31-104. Definition and election of decentralized autonomous organization status
Status: in_force

(a) A decentralized autonomous organization is a limited liability company whose articles of organization contain a statement that the company is a decentralized autonomous organization as described in subsection (c) of this section.

(b) A limited liability company formed under the Wyoming Limited Liability Company Act, W.S. 17-29-101 through 17-29-1102 , may convert to a decentralized autonomous organization by amending its articles of organization to include the statement required by subsections (a) and (c) of this section and W.S. 17-31-106 .

(c) A statement in substantially the following form shall appear conspicuously in the articles of organization or operating agreement, if applicable, in a decentralized autonomous organization:

NOTICE OF RESTRICTIONS ON DUTIES AND TRANSFERS

The rights of members in a decentralized autonomous organization may differ materially from the rights of members in other limited liability companies. The Wyoming Decentralized Autonomous Organization Supplement, underlying smart contracts, articles of organization and operating agreement, if applicable, of a decentralized autonomous organization may define, reduce or eliminate fiduciary duties and may restrict transfer of ownership interests, withdrawal or resignation from the decentralized autonomous organization, return of capital contributions and dissolution of the decentralized autonomous organization.

(d) The registered name for a decentralized autonomous organization shall include wording or abbreviation to denote its status as a decentralized autonomous organization, specifically “DAO”, “LAO”, or “DAO LLC.”

(e) A statement in the articles of organization shall establish how the decentralized autonomous organization shall be managed by the members, including to what extent the management will be conducted algorithmically.
Wyo. Stat. § 17-19-1301 — WY Code / Title 17 / Chapter 19 / Section 17-19-1301
§ 17-19-1301. Prohibited distributions
Status: in_force

Except as authorized by W.S. 17-19-1302 , a corporation shall not make any distributions.
Wyo. Stat. § 17-19-1621 — WY Code / Title 17 / Chapter 19 / Section 17-19-1621
§ 17-19-1621. Report of indemnification to members
Status: in_force

If a corporation indemnifies or advances expenses to a director under W.S. 17-19-852 , 17-19-853 or 17-19-854 in connection with a proceeding by or in the right of the corporation, the corporation shall report the indemnification or advance in writing to the members with or before the notice of the next meeting of members.
Wyo. Stat. § 17-21-302 — WY Code / Title 17 / Chapter 21 / Section 17-21-302
§ 17-21-302. Transfer of partnership property
Status: in_force

(a) Subject to the effect of a statement of partnership authority pursuant to W.S. 17-21-303 :

(i) Partnership property held in the name of the partnership may be transferred by an instrument of transfer executed by any partner in the partnership name;

(ii) Partnership property held in the name of one (1) or more partners with an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, but without an indication of the name of the partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held;

(iii) A partnership may recover property transferred under this subsection if it proves that execution of the instrument of transfer did not bind the partnership under W.S. 17-21-301 , unless the property was transferred by the initial transferee or a person claiming through the initial transferee to a subsequent transferee who gave value without having notice that the person who executed the instrument of initial transfer lacked authority to bind the partnership.

(b) Partnership property held in the name of one (1) or more persons other than the partnership, without an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, may be transferred free of any claims of the partnership or the partners by the persons in whose name the property is held to a transferee who gives value without having notice that it is partnership property.

(c) If a person holds all of the partners' interests in the partnership, all of the partnership property vests in that person. That person may execute documents in the name of the partnership to evidence vesting of the property in that person and may file or record those documents.
Wyo. Stat. § 17-21-107 — WY Code / Title 17 / Chapter 21 / Section 17-21-107
§ 17-21-107. Partnership subject to amendment or repeal of chapter
Status: in_force

A partnership governed by this chapter is subject to any amendment or repeal of this chapter.
Wyo. Stat. § 17-10-112 — WY Code / Title 17 / Chapter 10 / Section 17-10-112
§ 17-10-112. Regular meetings; calling of special meetings; notice of meetings
Status: in_force

In its bylaws each association shall provide for one (1) or more regular meetings annually. The board of directors shall have the right to call a special meeting at any time, and ten percent (10%) of the members or stockholders may file a petition stating the specific business to be brought before the association, and demand a special meeting at any time. Such meeting must thereupon be called by the board of directors. Notice of all meetings, together with a statement of the purposes thereof, shall be mailed to each member at least twenty (20) days prior to the meeting. Provided, however, that the bylaws may require instead that such notice may be given by publication in a newspaper of general circulation, published at the principal place of business of the association. Date of publication of such meeting is to be at least twenty (20) days before the date of such meeting.
Wyo. Stat. § 17-19-1502 — WY Code / Title 17 / Chapter 19 / Section 17-19-1502
§ 17-19-1502. Consequences of transacting business without authority
Status: repealed

(a) A foreign corporation transacting business in this state without a certificate of authority shall not maintain a proceeding in any court in this state until it obtains a certificate of authority.

(b) The successor to a foreign corporation that transacted business in this state without a certificate of authority and the assignee of a cause of action arising out of that business shall not maintain a proceeding on that cause of action in any court in this state until the foreign corporation or its successor obtains a certificate of authority.

(c) A court may stay a proceeding commenced by a foreign corporation, its successor or assignee until it determines whether the foreign corporation or its successor requires a certificate of authority. If it so determines, the court may further stay the proceeding until the foreign corporation or its successor obtains the certificate.

(d) Repealed by Laws 2000, ch. 35, § 2.

(e) Notwithstanding any other provision of this section, the failure of a foreign corporation to obtain a certificate of authority does not impair the validity of its corporate acts or prevent it from defending any proceeding in this state.
Wyo. Stat. § 17-10-242 — WY Code / Title 17 / Chapter 10 / Section 17-10-242
§ 17-10-242. Articles of dissolution
Status: in_force

(a) Articles of dissolution of a cooperative shall be filed with the secretary of state after payment of the claims of all known creditors and claimants has been made or provided for and the remaining property has been distributed by the board. The articles of dissolution shall state:

(i) That all debts, obligations, and liabilities of the cooperative have been paid or discharged or adequate provisions have been made for them or time periods allowing claims have run and other claims are not outstanding;

(ii) That the remaining property, assets, and claims of the cooperative have been distributed among the members or pursuant to a liquidation authorized by the members; and

(iii) That legal, administrative, or arbitration proceedings by or against the cooperative are not pending or adequate provision has been made for the satisfaction of a judgment, order or decree that may be entered against the cooperative in a pending proceeding.

(b) The cooperative is dissolved when the articles of dissolution have been filed with the secretary of state.

(c) The secretary of state shall issue to the dissolved cooperative or its legal representative a certificate of dissolution that contains:

(i) The name of the dissolved cooperative;

(ii) The date the articles of dissolution were filed with the secretary of state; and

(iii) A statement that the cooperative is dissolved.
Wyo. Stat. § 17-19-812 — WY Code / Title 17 / Chapter 19 / Section 17-19-812
§ 17-19-812. Compensation of directors
Status: in_force

Unless the articles or bylaws provide otherwise, a board of directors may fix the compensation of directors.
Wyo. Stat. § 17-19-1605 — WY Code / Title 17 / Chapter 19 / Section 17-19-1605
§ 17-19-1605. Limitations on use of membership list
Status: in_force

(a) Without consent of the board, a membership list or any part thereof may not be obtained or used by any person for any purpose unrelated to a member's interest as a member. Without limiting the generality of the foregoing, without the consent of the board a membership list or any part thereof may not be:

(i) Used to solicit money or property unless the money or property will be used solely to solicit the votes of the members in an election to be held by the corporation;

(ii) Used for any commercial purpose; or

(iii) Sold to or purchased by any person.
Wyo. Stat. § 17-21-806 — WY Code / Title 17 / Chapter 21 / Section 17-21-806
§ 17-21-806. Statement of dissolution
Status: in_force

(a) After dissolution, a partner who has not wrongfully dissociated may file a statement of dissolution stating the name of the partnership and that the partnership has dissolved and is winding up its business.

(b) A statement of dissolution cancels a filed statement of partnership authority for the purposes of W.S. 17-21-303(d) and is a limitation on authority for the purposes of W.S. 17-21-303(e) .

(c) For purposes of W.S. 17-21-301 and 17-21-805 , a person not a partner is deemed to have notice of the dissolution and the limitation on the partners' authority as a result of the statement of dissolution ninety (90) days after it is filed.

(d) After filing and where appropriate, recording a statement of dissolution, the dissolved partnership may file and where appropriate, record a statement of partnership authority which shall operate with respect to a person not a partner as provided in W.S. 17-21-303(d) and (e) in any transaction, whether or not the transaction is appropriate for winding up the partnership business.
Wyo. Stat. § 17-4-105 — WY Code / Title 17 / Chapter 4 / Section 17-4-105
§ 17-4-105. Electronic records and signatures; applicability
Status: in_force

(a) This act modifies, limits, and supersedes the federal Electronic Signatures in Global and National Commerce Act, but does not modify, limit, or supersede section 101(c) of that act ( 15 U.S.C. § 7001(c) ) or authorize electronic delivery of any of the notices described in section 103(b) of that act ( 15 U.S.C. § 7003(b) ). This act authorizes the filing of records and signatures, when specified by provisions of this act or by a rule adopted or order issued under this act, in a manner consistent with section 104(a) of that act ( 15 U.S.C. § 7004(a) ).

(b) The Financial Technology Sandbox Act shall apply to this act.
Wyo. Stat. § 17-22-105 — WY Code / Title 17 / Chapter 22 / Section 17-22-105
§ 17-22-105. Statement of authority as to real property
Status: in_force

(a) A nonprofit association shall execute and record a statement of authority to transfer an estate or interest in real property in the name of the nonprofit association.

(b) An estate or interest in real property in the name of a nonprofit association may be transferred by a person so authorized in a statement of authority recorded in the office of the county clerk in which a transfer of the property would be recorded.

(c) A statement of authority shall set forth:

(i) The name of the nonprofit association;

(ii) The address in this state, including the street address, if any, of the nonprofit association. If the nonprofit association does not have an address in this state, its address out of state;

(iii) The name or title of the person authorized to transfer an estate or interest in real property held in the name of the nonprofit association; and

(iv) The action, procedure or vote of the nonprofit association which authorizes the person to transfer the real property of the nonprofit association and which authorizes the person to execute the statement of authority.

(d) A statement of authority shall be executed in the same manner as a deed. The person who executes the statement of authority shall not be the named person in the statement of authority authorized to transfer the estate or interest.

(e) The filing officer may collect a fee for recording the statement of authority in the amount authorized for recording a transfer of real property.

(f) An amendment, including a cancellation, of a statement of authority shall meet the requirements for execution and recording of an original statement. Unless canceled earlier, a recorded statement of authority or its most recent amendment is canceled by operation of law five (5) years after the date of the most recent recording.

(g) If the record title to the real property is in the name of a nonprofit association and the statement of authority is recorded in the office of the county clerk in which a transfer of real property would be recorded, the authority of the person named in a statement of authority is conclusive in favor of a transferee who gives value without notice that the person named in the statement of authority lacks authority.
Wyo. Stat. § 17-23-104 — WY Code / Title 17 / Chapter 23 / Section 17-23-104
§ 17-23-104. Contributions by beneficial owners
Status: in_force

(a) A contribution of a beneficial owner to the statutory trust may be in cash, property or services rendered, or a promissory note or other obligation to contribute cash or property or to perform services. A person may become a beneficial owner of a statutory trust and may receive a beneficial interest in a statutory trust without making a contribution or being obligated to make a contribution to the statutory trust.

(b) Except as provided in the governing instrument, a beneficial owner is obligated to the statutory trust to perform any promise to contribute cash, property or to perform services, even if the beneficial owner is unable to perform because of death, disability or any other reason. If a beneficial owner does not make the required contribution of property or services, the beneficial owner is obligated at the option of the statutory trust to contribute cash equal to that portion of the agreed value, as stated in the records of the statutory trust, of the contribution that has not been made. The cash contribution shall be in addition to any other rights, including the right to specific performance, that the statutory trust may have against the beneficial owner under the governing instrument or applicable law.

(c) A governing instrument may provide that the interest of any beneficial owner who fails to make any contribution that he is obligated to make shall be subject to specific penalties or consequences for the failure. The penalty or consequence may take the form of:

(i) Reducing or eliminating the defaulting beneficial owner's proportionate interest in the statutory trust;

(ii) Subordinating his beneficial interest to that of nondefaulting beneficial owners;

(iii) A forced sale of his beneficial interest;

(iv) Forfeiture of his beneficial interest;

(v) The lending by other beneficial owners of the amount necessary to meet his commitment;

(vi) Fixing of the value of his beneficial interest by appraisal or by formula and redemption or sale of his beneficial interest at that value; or

(vii) Any other penalty or consequence.
Wyo. Stat. § 17-16-1802 — WY Code / Title 17 / Chapter 16 / Section 17-16-1802
§ 17-16-1802. Application for certificate of domestication; articles of domestication
Status: in_force

(a) A foreign corporation, in order to procure a certificate of domestication shall file articles of domestication with the secretary of state, which articles shall include and set forth:

(i) A certified copy of its original articles of incorporation and all amendments thereto or its equivalent basic corporate charter or other authorization, and a certificate of good standing not more than thirty (30) days old;

(ii) The name of the corporation and the jurisdiction under the laws of which it is incorporated;

(iii) The date of incorporation and the period of duration of the corporation;

(iv) The address of the principal office of the corporation and the jurisdiction under the laws of which it is incorporated;

(v) The address of the proposed registered office of the corporation in this state, and the name of its proposed registered agent in this state at that address;

(vi) The purpose or purposes of the corporation which it proposes to pursue in the transaction of business in this state;

(vii) The names and addresses of the directors and officers of the corporation;

(viii) A statement of the aggregate number of shares or other ownership units which the corporation has authority to issue, itemized by classes, par value of shares, shares without par value and series, if any, within a class;

(ix) A statement of the aggregate number of issued shares or other ownership units itemized by classes, par value of shares, shares without par value and series, if any, within a class;

(x) A statement that the corporation accepts the constitution of this state in compliance with the requirement of article 10, section 5 of the Wyoming constitution ;

(xi) Any additional information as may be necessary or appropriate to enable the secretary of state to determine whether the corporation is entitled to a certificate of domestication evidencing its authority to transact business in this state, and to determine and assess the fees and license taxes under the laws of this state.
Wyo. Stat. § 17-16-1004 — WY Code / Title 17 / Chapter 16 / Section 17-16-1004
§ 17-16-1004. Voting on amendments by voting groups
Status: in_force

(a) If a corporation has more than one (1) class of shares outstanding, the holders of the outstanding shares of a class are entitled to vote as a separate voting group, if shareholder voting is otherwise required by this act, on a proposed amendment to the articles of incorporation if the amendment would:

(i) Effect an exchange or reclassification of all or part of the shares of the class into shares of another class;

(ii) Effect an exchange or reclassification, or create the right of exchange, of all or part of the shares of another class into shares of the class;

(iii) Change the rights, preferences, or limitations of all or part of the shares of the class;

(iv) Change the shares of all or part of the class into a different number of shares of the same class;

(v) Create a new class of shares having rights or preferences with respect to distributions or to dissolution that are prior or superior to the shares of the class;

(vi) Increase the rights, preferences, or number of authorized shares of any class that, after giving effect to the amendment, have rights or preferences with respect to distributions or to dissolution that are prior or superior to the shares of the class;

(vii) Limit or deny any existing preemptive right of all or part of the shares of the class; or

(viii) Cancel or otherwise affect rights to distributions that have accumulated but not yet been authorized on all or part of the shares of the class.

(b) If a proposed amendment would affect a series of a class of shares in one (1) or more of the ways described in subsection (a) of this section, the holders of shares of that series are entitled to vote as a separate voting group on the proposed amendment.

(c) If a proposed amendment that entitles two (2) or more classes or series of shares to vote as separate voting groups under this section would affect those two (2) or more classes or series in the same or a substantially similar way, the holders of shares of all the classes or series so affected shall vote together as a single voting group on the proposed amendment, unless otherwise provided in the articles of incorporation or required by the board of directors.

(d) A class or series of shares is entitled to the voting rights granted by this section although the articles of incorporation provide that the shares are nonvoting shares.
Wyo. Stat. § 17-18-115 — WY Code / Title 17 / Chapter 18 / Section 17-18-115
§ 17-18-115. Judicial review
Status: in_force

An appeal may be taken by any offeror, target company, or other party to any proceeding before the secretary of state from any final order of the secretary of state by filing a petition for review within thirty (30) days after entry of the final order complained of pursuant to the provisions of the Wyoming Administrative Procedure Act ( W.S. 16-3-101 through 16-3-115 ).
Wyo. Stat. § 17-23-120 — WY Code / Title 17 / Chapter 23 / Section 17-23-120
§ 17-23-120. Derivative actions
Status: in_force

(a) A beneficial owner may bring an action in the district court in the right of a statutory trust to recover a judgment in its favor if trustees with authority to do so have refused to bring the action or if an effort to cause those trustees to bring the action is not likely to succeed.

(b) In a derivative action, the plaintiff must be a beneficial owner at the time of bringing the action and:

(i) At the time of the transaction of which he complains; or

(ii) His status as a beneficial owner had devolved upon him by operation of law or pursuant to the terms of the governing instrument of the statutory trust from a person who was a beneficial owner at the time of the transaction.

(c) In a derivative action, the complaint shall set forth with particularity the effort, if any, of the plaintiff to secure initiation of the action by the trustees, or the reasons for not making the effort.

(d) If a derivative action is successful, in whole or in part, or if anything is received by a statutory trust as a result of a judgment, compromise or settlement of any derivative action, the court may award the plaintiff reasonable expenses, including reasonable attorney's fees. If anything is so received by the plaintiff, the court shall make the award of the plaintiff's expenses payable out of those proceeds and direct the plaintiff to remit to the statutory trust the remainder of the proceeds. If those proceeds are insufficient to reimburse the plaintiff's reasonable expenses, the court may direct that any award of plaintiff's expenses or portion thereof be paid by the statutory trust.

(e) A beneficial owner's right to bring a derivative action may be subject to additional standards and restrictions, if any, as are set forth in the governing instrument, including, without limitation, the requirement that beneficial owners owning a specified beneficial interest in the statutory trust join in the bringing of the derivative action.
Wyo. Stat. § 17-19-122 — WY Code / Title 17 / Chapter 19 / Section 17-19-122
§ 17-19-122. Filing, service and copying fees
Status: repealed

(a) The secretary of state shall collect the following fees when the documents described in this subsection are delivered for filing:

Document

Fee

(i)

Articles of Incorporation․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․

․․․․․․․$50.00

(ii), (iii)

Repealed by Laws 2014, ch. 65, § 2, eff. July 1, 2014.

(iv)

Amendment of articles of incorporation․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․

․․․․․․․$25.00

(v)

Application for certificate of authority․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․

․․․․․․․$50.00

(vi)

Application for certificate of existence or authorization․․․․․․․․․․․․․․․․․․

․․․․․․․$20.00

(vii)

Application for conversion․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․․

․․․․․․․$75.00

(b) The secretary of state shall collect a fee of five dollars ($5.00) upon being served with process under this act.

(c) The secretary of state shall set and collect comparable filing, service and copying fees for those documents not listed in subsection (a) of this section.
Wyo. Stat. § 17-19-805 — WY Code / Title 17 / Chapter 19 / Section 17-19-805
§ 17-19-805. Terms of directors generally
Status: in_force

(a) The articles or bylaws shall specify the terms of directors. Except for designated or appointed directors, the terms of directors shall not exceed five (5) years. In the absence of any term specified in the articles or bylaws, the term of each director shall be one (1) year. Directors may be elected for successive terms.

(b) A decrease in the number of directors or term of office does not shorten an incumbent director's term.

(c) Except as provided in the articles or bylaws:

(i) The term of a director filling a vacancy in the office of a director elected by members expires at the next election of directors by members; and

(ii) The term of a director filling any other vacancy expires at the end of the unexpired term that the director is filling.

(d) Despite the expiration of a director's term, the director continues to serve until the director's successor is elected, designated or appointed and qualifies, or until there is a decrease in the number of directors.
Wyo. Stat. § 17-16-1326 — WY Code / Title 17 / Chapter 16 / Section 17-16-1326
§ 17-16-1326. Procedure if shareholder dissatisfied with payment or offer
Status: in_force

(a) A shareholder paid pursuant to W.S. 17-16-1324 who is dissatisfied with the amount of the payment may notify the corporation in writing of that shareholder's estimate of the fair value of his shares and demand payment of his estimate plus interest, less any payment under W.S. 17-16-1324 . A shareholder offered payment under W.S. 17-16-1325 who is dissatisfied with that offer shall reject the offer and demand payment of the shareholder's stated estimate of the fair value of the shares plus interest.

(b) A shareholder who fails to notify the corporation in writing of that shareholder's demand to be paid the shareholder's stated estimate of the fair value plus interest under subsection (a) of this section within thirty (30) days after receiving the corporation's payment or offer of payment under W.S. 17-16-1324 or 17-16-1325 , respectively, waives the right to demand payment under this section and shall be entitled only to the payment made or offered pursuant to those respective sections.
Wyo. Stat. § 17-16-741 — WY Code / Title 17 / Chapter 16 / Section 17-16-741
§ 17-16-741. Standing
Status: in_force

(a) A shareholder may not commence or maintain a derivative proceeding unless the shareholder:

(i) Was a shareholder of the corporation at the time of the act or omission complained of, or became a shareholder through transfer by operation of law from one who was a shareholder at the time; and

(ii) Fairly and adequately represents the interests of the corporation in enforcing the right of the corporation.
Wyo. Stat. § 17-16-746 — WY Code / Title 17 / Chapter 16 / Section 17-16-746
§ 17-16-746. Payment of expenses
Status: in_force

(a) On termination of the derivative proceeding the court may:

(i) Order the corporation to pay the plaintiff's reasonable expenses, including counsel fees, incurred in the proceeding if it finds that the proceeding resulted in a substantial benefit to the corporation;

(ii) Order the plaintiff to pay any defendant's reasonable expenses, including counsel fees, incurred in defending the proceeding if it finds that the proceeding was commenced or maintained without reasonable cause or for an improper purpose; or

(iii) Order a party to pay an opposing party's reasonable expenses, including counsel fees, incurred because of the filing of a pleading, motion or other paper, if it finds that the pleading, motion or other paper was not well grounded in fact, after reasonable inquiry, or warranted by existing law or a good faith argument for the extension, modification or reversal of existing law and was interposed for an improper purpose, such as to harass or to cause unnecessary delay or needless increase in the cost of litigation.