reglab/housing_qa huggingface dataset:
WY Stat § 17-19-1031 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 19 - Wyoming Nonprofit Corporation Act|Article 10 - Amendment of Articles of Incorporation and Bylaws|Section 17-19-1031 - Amendment Terminating Members or Redeeming or Canceling Memberships.

17-19-1031. Amendment terminating members or redeeming or canceling memberships.| (a) Any amendment to the articles or bylaws of a public benefit or mutual benefit corporation that would terminate all members or any class of members or redeem or cancel all memberships or any class of memberships shall meet the requirements of the act and this section.  (b) Before adopting a resolution proposing such an amendment, the board of a mutual benefit corporation shall give notice of the general nature of the amendment to the members.  (c) After adopting a resolution proposing such an amendment, the notice to members proposing the amendment shall include one (1) statement of up to five hundred (500) words opposing the proposed amendment if such statement is submitted by any five (5) members or members having three percent (3%) or more of the voting power, whichever is less, not later than twenty (20) days after the board has voted to submit the amendment to the members for their approval. In public benefit corporations the production and mailing costs shall be paid by the requesting members. In mutual benefit corporations the production and mailing costs shall be paid by the corporation.  (d) Any such amendment shall be approved by the members by two-thirds (2/3) of the votes cast by each class.  (e) The provisions of W.S. 17-19-621 shall not apply to any amendment meeting the requirements of the act and this section.
WY Stat § 17-19-1101 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 19 - Wyoming Nonprofit Corporation Act|Article 11 - Merger and Consolidation|Section 17-19-1101 - Approval of Plan of Merger.

17-19-1101. Approval of plan of merger.| (a) Subject to the limitations set forth in W.S. 17-19-1102, one (1) or more nonprofit corporations may merge into a business or nonprofit corporation, if the plan of merger is approved as provided in W.S. 17-19-1103.  (b) The plan of merger shall set forth:  (i) The name of each corporation planning to merge and the name of the surviving corporation into which each plans to merge;  (ii) The terms and conditions of the planned merger;  (iii) The manner and basis, if any, of converting the memberships of each public benefit or religious corporation into memberships of the surviving corporation; and  (iv) If the merger involves a mutual benefit corporation, the manner and basis, if any, of converting memberships of each merging corporation into memberships, obligations or securities of the surviving or any other corporation or into cash or other property in whole or part.  (c) The plan of merger may set forth:  (i) Any amendments to the articles of incorporation or bylaws of the surviving corporation to be effected by the planned merger; and  (ii) Other provisions relating to the planned merger.
WY Stat § 17-19-1102 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 19 - Wyoming Nonprofit Corporation Act|Article 11 - Merger and Consolidation|Section 17-19-1102 - Limitations on Mergers by Public Benefit or Religious Corporations.

17-19-1102. Limitations on mergers by public benefit or religious corporations.| (a) Without the prior approval of a district court in a proceeding which the secretary of state has been given written notice, a public benefit or religious corporation may merge only with:  (i) A public benefit or religious corporation;  (ii) A foreign corporation that would qualify under this act as a public benefit or religious corporation;  (iii) A wholly-owned foreign or domestic business or mutual benefit corporation, provided the public benefit or religious corporation is the surviving corporation and continues to be a public benefit or religious corporation after the merger;  (iv) A governmental subdivision; or  (v) A business or mutual benefit corporation, provided that:  (A) On or prior to the effective date of the merger, assets with a value equal to the greater of the fair market value of the net tangible and intangible assets, including goodwill, of the public benefit corporation or the fair market value of the public benefit corporation if it were to be operated as a business concern are transferred or conveyed to one (1) or more persons who would have received its assets under W.S. 17-19-1406(a)(v) and (vi) had it dissolved;  (B) It shall return, transfer or convey any assets held by it upon condition requiring return, transfer or conveyance, which condition occurs by reason of the merger, in accordance with the condition; and  (C) The merger is approved by a majority of directors of the public benefit or religious corporation who are not and will not become members or shareholders in or officers, employees, agents or consultants of the surviving corporation.  (b) At least twenty (20) days before consummation of any merger of a public benefit corporation or a religious corporation pursuant to paragraph (a)(v) of this section, notice including a copy of the proposed plan of merger, shall be delivered to the secretary of state. The secretary of state shall notify the attorney general of the proposed plan.  (c) Without the prior written consent of the attorney general or of the district court in a proceeding in which the attorney general has been given notice, no member of a public benefit or religious corporation may receive or keep anything as a result of a merger other than a membership or membership in the surviving public benefit or religious corporation. The court shall approve the transaction if it is in the public interest.
WY Stat § 17-19-1104 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 19 - Wyoming Nonprofit Corporation Act|Article 11 - Merger and Consolidation|Section 17-19-1104 - Articles of Merger.

17-19-1104. Articles of merger.| (a) After a plan of merger is approved by the board of directors, and if required by W.S. 17-19-1103, by the members and any other persons, the surviving or acquiring corporation shall deliver to the secretary of state articles of merger setting forth:  (i) The plan of merger;  (ii) If approval of members was not required, a statement to that effect and a statement that the plan was approved by a sufficient vote of the board of directors;  (iii) If approval by members was required:  (A) The designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on the plan, and number of votes of each class indisputably voting on the plan; and  (B) Either the total number of votes cast for and against the plan by each class entitled to vote separately on the plan or the total number of undisputed votes cast for the plan by each class and a statement that the number cast for the plan by each class was sufficient for approval by that class.  (iv) If approval of the plan by some person or persons other than the members or the board is required pursuant to W.S. 17-19-1103(a)(iii), a statement that the approval was obtained.
WY Stat § 17-19-1105 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 19 - Wyoming Nonprofit Corporation Act|Article 11 - Merger and Consolidation|Section 17-19-1105 - Effect of Merger.

17-19-1105. Effect of merger.| (a) When a merger takes effect:  (i) Every other corporation party to the merger merges into the surviving corporation and the separate existence of every corporation except the surviving corporation ceases;  (ii) The title to all real estate and other property owned by each corporation party to the merger is vested in the surviving corporation without reversion or impairment subject to any and all conditions to which the property was subject prior to the merger;  (iii) The surviving corporation has all liabilities and obligations of each corporation party to the merger;  (iv) A proceeding pending against any corporation party to the merger may be continued as if the merger did not occur or the surviving corporation may be substituted in the proceeding for the corporation whose existence ceased; and  (v) The articles of incorporation and bylaws of the surviving corporation are amended to the extent provided in the plan of merger.
WY Stat § 17-19-1106 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 19 - Wyoming Nonprofit Corporation Act|Article 11 - Merger and Consolidation|Section 17-19-1106 - Merger With Foreign Corporation.

17-19-1106. Merger with foreign corporation.| (a) Except as provided in W.S. 17-19-1102, one (1) or more foreign business or nonprofit corporations may merge with one (1) or more domestic nonprofit corporations if:  (i) The merger is permitted by the law of the state or country under whose law each foreign corporation is incorporated and each foreign corporation complies with that law in effecting the merger;  (ii) The foreign corporation complies with W.S. 17-19-1104 if it is the surviving corporation of the merger; and  (iii) Each domestic nonprofit corporation complies with the applicable provisions of W.S. 17-19-1101 through 17-19-1103 and, if it is the surviving corporation of the merger, with W.S. 17-19-1104.  (b) Upon the merger taking effect, the surviving foreign business or nonprofit corporation is deemed to have irrevocably appointed the secretary of state as its agent for service of process in any proceeding brought against it.
WY Stat § 17-19-1107 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 19 - Wyoming Nonprofit Corporation Act|Article 11 - Merger and Consolidation|Section 17-19-1107 - Bequests, Devises and Gifts.

17-19-1107. Bequests, devises and gifts.| 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.
WY Stat § 17-19-1108 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 19 - Wyoming Nonprofit Corporation Act|Article 11 - Merger and Consolidation|Section 17-19-1108 - Merger With a Governmental Subdivision.

17-19-1108. Merger with a governmental subdivision.| 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.
WY Stat § 17-19-1110 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 19 - Wyoming Nonprofit Corporation Act|Article 11 - Merger and Consolidation|Section 17-19-1110 - Approval of Plan of Consolidation.

17-19-1110. Approval of plan of consolidation.| (a) Subject to the limitations set forth in W.S. 17-19-1111, one (1) or more nonprofit corporations may consolidate into a new business or nonprofit corporation, if the plan of consolidation is approved as provided in W.S. 17-19-1112.  (b) The plan of consolidation shall set forth:  (i) The name of each corporation planning to consolidate and the name of the new corporation into which each plans to consolidate which is hereinafter designated as the new corporation;  (ii) The terms and conditions of the planned consolidation;  (iii) The manner and basis, if any, of converting the memberships of each public benefit or religious corporation into memberships of the new corporation;  (iv) If the consolidation involves a mutual benefit corporation, the manner and basis, if any, of converting memberships of each consolidating corporation into memberships, obligations or securities of the new corporation or into cash or other property in whole or part; and  (v) With respect to the new corporation, all of the statements required to be set forth in articles of incorporation for corporations organized under this act.  (c) The plan of consolidation may set forth other provisions relating to the planned consolidation.
WY Stat § 17-19-1111 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 19 - Wyoming Nonprofit Corporation Act|Article 11 - Merger and Consolidation|Section 17-19-1111 - Limitations on Consolidations by Public Benefit or Religious Corporations.

17-19-1111. Limitations on consolidations by public benefit or religious corporations.| (a) Without the prior approval of the district court in a proceeding which the secretary of state has been given written notice, a public benefit or religious corporation may consolidate only with:  (i) A public benefit or religious corporation;  (ii) A foreign corporation that would qualify under this act as a public benefit or religious corporation;  (iii) A wholly-owned foreign or domestic business or mutual benefit corporation, provided the new corporation is and will continue to be a public benefit or religious corporation;  (iv) A governmental subdivision; or  (v) A business or mutual benefit corporation, provided that:  (A) On or prior to the effective date of the consolidation, assets with a value equal to the greater of the fair market value of the net tangible and intangible assets, including goodwill, of the public benefit corporation or the fair market value of the public benefit corporation if it were to be operated as a business concern are transferred or conveyed to one (1) or more persons who would have received its assets under W.S. 17-19-1406(a)(v) and (vi) had it dissolved;  (B) It shall return, transfer or convey any assets held by it upon condition requiring return, transfer or conveyance, which condition occurs by reason of the consolidation, in accordance with the condition; and  (C) The consolidation is approved by a majority of directors of each public benefit or religious corporation who are not and will not become members or shareholders in or officers, employees, agents or consultants of the new corporation.  (b) At least twenty (20) days before consummation of any consolidation of a public benefit corporation or a religious corporation pursuant to paragraph (a)(v) of this section, notice including a copy of the proposed plan of consolidation, shall be delivered to the secretary of state. The secretary of state shall give notice of the proposed plan to the attorney general.  (c) Without the prior written consent of the attorney general or of the district court in a proceeding in which the attorney general has been given notice, no member of a public benefit or religious corporation may receive or keep anything as a result of a consolidation other than a membership or membership in the new public benefit or religious corporation. The court shall approve the transaction if it is in the public interest.
WY Stat § 17-19-1113 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 19 - Wyoming Nonprofit Corporation Act|Article 11 - Merger and Consolidation|Section 17-19-1113 - Articles of Consolidation.

17-19-1113. Articles of consolidation.| (a) After a plan of consolidation is approved by the board of directors, and if required by W.S. 17-19-1112, by the members and any other persons, the new corporation shall deliver to the secretary of state articles of consolidation setting forth:  (i) The plan of consolidation;  (ii) If approval of members was not required, a statement to that effect and a statement that the plan was approved by a sufficient vote of the board of directors;  (iii) If approval by members was required:  (A) The designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on the plan, and number of votes of each class indisputably voting on the plan; and  (B) Either the total number of votes cast for and against the plan by each class entitled to vote separately on the plan or the total number of undisputed votes cast for the plan by each class and a statement that the number cast for the plan by each class was sufficient for approval by that class.  (iv) If approval of the plan by some person or persons other than the members or the board is required pursuant to W.S. 17-19-1112(a)(iii), a statement that the approval was obtained.
WY Stat § 17-19-1114 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 19 - Wyoming Nonprofit Corporation Act|Article 11 - Merger and Consolidation|Section 17-19-1114 - Effect of Consolidation.

17-19-1114. Effect of consolidation.| (a) When a consolidation takes effect:  (i) Every other corporation party to the consolidation consolidates into the new corporation and the separate existence of every corporation except the new corporation ceases;  (ii) The title to all real estate and other property owned by each corporation party to the consolidation is vested in the new corporation without reversion or impairment subject to any and all conditions to which the property was subject prior to the consolidation;  (iii) The new corporation has all liabilities and obligations of each corporation party to the consolidation;  (iv) A proceeding pending against any corporation party to the consolidation may be continued as if the consolidation did not occur or the new corporation may be substituted in the proceeding for the corporation whose existence ceased; and  (v) The articles of incorporation and bylaws of the new corporation are amended to the extent provided in the plan of consolidation.
WY Stat § 17-19-1115 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 19 - Wyoming Nonprofit Corporation Act|Article 11 - Merger and Consolidation|Section 17-19-1115 - Consolidation With Foreign Corporation.

17-19-1115. Consolidation with foreign corporation.| (a) Except as provided in W.S. 17-19-1111, one (1) or more foreign business or nonprofit corporations may consolidate with one (1) or more domestic nonprofit corporations if:  (i) The consolidation is permitted by the law of the state or country under whose law each foreign corporation is incorporated and each foreign corporation complies with that law in effecting the consolidation;  (ii) The foreign corporation complies with W.S. 17-19-1113 if it is the new corporation of the consolidation; and  (iii) Each domestic nonprofit corporation complies with the applicable provisions of W.S. 17-19-1110 through 17-19-1112 and, if it is the new corporation of the consolidation, with W.S. 17-19-1113.  (b) Upon the consolidation taking effect, the new foreign business or nonprofit corporation is deemed to have irrevocably appointed the secretary of state as its agent for service of process in any proceeding brought against it.
WY Stat § 17-19-1116 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 19 - Wyoming Nonprofit Corporation Act|Article 11 - Merger and Consolidation|Section 17-19-1116 - Bequests, Devises and Gifts.

17-19-1116. Bequests, devises and gifts.| 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 consolidation, inures to the new corporation unless the will or other instrument otherwise specifically provides.
WY Stat § 17-19-1117 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 19 - Wyoming Nonprofit Corporation Act|Article 11 - Merger and Consolidation|Section 17-19-1117 - Consolidation With a Governmental Subdivision.

17-19-1117. Consolidation with a governmental subdivision.| Except for W.S. 17-19-1111, this article does not apply if a public benefit, mutual benefit or religious corporation consolidates with a governmental subdivision. The corporation shall file notice with the secretary of state of the consummated consolidation.
WY Stat § 17-19-1201 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 19 - Wyoming Nonprofit Corporation Act|Article 12 - Sale of Assets|Section 17-19-1201 - Sale of Assets in Regular Course of Activities and Mortgage of Assets.

17-19-1201. Sale of assets in regular course of activities and mortgage of assets.| (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.
WY Stat § 17-19-1301 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 19 - Wyoming Nonprofit Corporation Act|Article 13 - Distributions|Section 17-19-1301 - Prohibited Distributions.

17-19-1301. Prohibited distributions.| Except as authorized by W.S. 17-19-1302, a corporation shall not make any distributions.
WY Stat § 17-19-1302 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 19 - Wyoming Nonprofit Corporation Act|Article 13 - Distributions|Section 17-19-1302 - Purchase of Memberships; Authorized Distributions.

17-19-1302. Purchase of memberships; authorized distributions.| (a) A mutual benefit corporation may purchase its memberships if after the purchase is completed:  (i) The corporation would be able to pay its debts as they become due in the usual course of its activities; and  (ii) The corporation's total assets would at least equal the sum of its total liabilities.  (b) Corporations may make distributions upon dissolution in conformity with article 14 of this act.
WY Stat § 17-19-1401 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 19 - Wyoming Nonprofit Corporation Act|Article 14 - Dissolution|Section 17-19-1401 - Dissolution by Incorporators or Directors.

17-19-1401. Dissolution by incorporators or directors.| (a) A majority of the incorporators or directors of a corporation that has no members may, subject to any approval required by the articles or bylaws, dissolve the corporation by delivering to the secretary of state articles of dissolution.  (b) The corporation shall give notice of any meeting at which dissolution will be approved. The notice shall be in accordance with W.S. 17-19-822(c). The notice shall also state that the purpose, or one (1) of the purposes, of the meeting is to consider dissolution of the corporation.  (c) The incorporators or directors in approving dissolution shall adopt a plan of dissolution indicating to whom the assets owned or held by the corporation will be distributed after all creditors have been paid.