reglab/statecodes huggingface dataset:
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 10 - Cooperative Marketing Associations › Article 2 - Processing Cooperative › Section 17-10-220 - Limitation of Director's Liability.

17-10-220. Limitation of director's liability.
(a) A director's personal liability to the cooperative or members for monetary damages for breach of fiduciary duty as a director may be eliminated or limited in the articles except as provided in subsection (b) of this section.
(b) The articles may not eliminate or limit the liability of a director:
(i) For a breach of the director's duty of loyalty to the cooperative or its members;
(ii) For acts or omissions that are not in good faith or involve intentional misconduct or a knowing violation of law;
(iii) For a transaction from which the director derived an improper personal benefit; or
(iv) For an act or omission occurring before the date when the provision in the articles eliminating or limiting liability becomes effective.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 10 - Cooperative Marketing Associations › Article 2 - Processing Cooperative › Section 17-10-221 - Officers.

17-10-221. Officers.
(a) The board shall elect:
(i) A chair; and
(ii) One (1) or more vice-chairs.
(b) The board shall elect or appoint:
(i) A records officer; and
(ii) A financial officer.
(c) The board may elect additional officers as the articles or bylaws authorize or require.
(d) The offices of records officer and financial officer may be combined.
(e) The chair and first vice-chair shall be directors and members. The financial officer, records officer, and additional officers need not be directors or members.
(f) The board may employ a chief executive officer to manage the day-to-day affairs and business of the cooperative.
(g) Other than the chief executive officer, members may remove an officer at a members' meeting for cause related to the duties of the position of the officer and fill the vacancy caused by the removal.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 10 - Cooperative Marketing Associations › Article 2 - Processing Cooperative › Section 17-10-223 - Grouping of Members.

17-10-223. Grouping of members.
(a) A cooperative may group members and patron members in districts, units or another basis if and as authorized in its articles and bylaws which may include authorization for the board to determine the groupings.
(b) The board may do things necessary to implement the use of districts or units including setting the time and place and prescribing the rules of conduct for holding meetings by districts or units to elect delegates to members' meetings.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 10 - Cooperative Marketing Associations › Article 2 - Processing Cooperative › Section 17-10-224 - Member Violations; Liability for Cooperative Debts.

17-10-224. Member violations; liability for cooperative debts.
(a) A member who knowingly, intentionally, or repeatedly violates a provision of the articles, bylaws, member control agreement or marketing contract with the cooperative, may be required by the board to surrender the financial rights of membership interest of any class owned by the member.
(b) The cooperative shall refund to the member for the surrendered financial rights of membership interest the lesser of the book value or market value of the financial right of the membership interest payable in not more than seven (7) years from the date of surrender or the board may transfer all of any patron member's financial rights to a class of financial rights held by members who are not patron members, or to a certificate of interest which carries liquidation rights on par with membership interests and is redeemed within seven (7) years after the transfer as provided in the certificate.
(c) Membership interests required to be surrendered may be reissued or be retired and cancelled by the board.
(d) A member who knowingly, intentionally or repeatedly violates a provision of the articles, bylaws, member control agreement, or a marketing contract, may be required by the board to surrender voting power in the cooperative.
(e) A member is not, merely on the account of that status, personally liable for the acts, debts, liabilities, or obligations of a cooperative. A member is liable for any unpaid subscription for the membership interest, unpaid membership fees, or a debt for which the member has separately contracted with the cooperative.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 10 - Cooperative Marketing Associations › Article 2 - Processing Cooperative › Section 17-10-225 - Regular Members' Meetings.

17-10-225. Regular members' meetings.
(a) Regular members' meetings shall be held annually at a time determined by the board, unless otherwise provided for in the bylaws.
(b) The regular members' meeting shall be held at the principal place of business of the cooperative or at another conveniently located place as determined by the bylaws or the board.
(c) The officers shall submit reports to the members at the regular members' meeting covering the business of the cooperative for the previous fiscal year that show the condition of the cooperative at the close of the fiscal year.
(d) All directors shall be elected at the regular members' meeting for the terms of office prescribed in the bylaws, except for directors elected at district or unit meetings.
(e) The cooperative shall give notice of regular members' meetings by mailing the regular members' meeting notice to each member at the member's last known post office address or by other notification approved by the board and agreed to by the members. The regular members' meeting notice shall be published or otherwise given by approved method at least two (2) weeks before the date of the meeting or mailed at least fifteen (15) days before the date of the meeting.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 10 - Cooperative Marketing Associations › Article 2 - Processing Cooperative › Section 17-10-226 - Special Members' Meetings.

17-10-226. Special members' meetings.
(a) Special members' meetings of the members may be called by:
(i) A majority vote of the board; or
(ii) The written petition of at least twenty percent (20%) of the patron members, twenty percent (20%) of the nonpatron members or twenty percent (20%) of all members collectively are submitted to the chair.
(b) The cooperative shall give notice of a special members' meeting by mailing the special members' meeting notice to each member personally at the person's last known post office address or an alternative method approved by the board and the member individually or the members generally. For a member that is an entity, notice mailed or delivered by an alternative method shall be to an officer of the entity. The special members' meeting notice shall state the time, place, and purpose of the special members' meeting. The special members' meeting notice shall be issued within ten (10) days from and after the date of the presentation of a members' petition, and the special members' meeting shall be held within thirty (30) days after the date of the presentation of the members' petition.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 10 - Cooperative Marketing Associations › Article 2 - Processing Cooperative › Section 17-10-227 - Certification of Meeting Notice.

17-10-227. Certification of meeting notice.
(a) After mailing special or regular members' meeting notices or otherwise delivering the notices, the cooperative shall execute a certificate containing the date of mailing or delivery of the notice and a statement that the special or regular members' meeting notices were mailed or delivered as prescribed by law.
(b) The certificate shall be made a part of the record of the meeting.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 10 - Cooperative Marketing Associations › Article 2 - Processing Cooperative › Section 17-10-228 - Failure to Receive Meeting Notice.

17-10-228. Failure to receive meeting notice.
Failure of a member to receive a special or regular members' meeting notice does not invalidate an action that is taken by the members at a members' meeting.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 10 - Cooperative Marketing Associations › Article 2 - Processing Cooperative › Section 17-10-229 - Quorum.

17-10-229. Quorum.
(a) The quorum for a members' meeting to transact business shall be:
(i) Ten percent (10%) of the total number of members for a cooperative with five hundred (500) or less members; or
(ii) Fifty (50) members for cooperatives with more than five hundred (500) members.
(b) In determining a quorum at a meeting, on a question submitted to a vote by mail or an alternative method, members present in person or represented by mail vote or the alternative voting method shall be counted. The attendance of a sufficient number of members to constitute a quorum shall be established by a registration of the members of the cooperative present at the meeting. The registration shall be verified by the chair or the records officer of the cooperative and shall be reported in the minutes of the meeting.
(c) An action by a cooperative is not valid or legal in the absence of a quorum at the meeting at which the action was taken.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 10 - Cooperative Marketing Associations › Article 2 - Processing Cooperative › Section 17-10-231 - Patron Member Voting in Cooperatives Constituted Entirely or Partially of Other Cooperatives or Associations.

17-10-231. Patron member voting in cooperatives constituted entirely or partially of other cooperatives or associations.
(a) A cooperative that is constituted entirely or partially of other cooperatives or associations may authorize by the articles or the bylaws for affiliated cooperative patron members to have an additional vote for:
(i) A stipulated amount of business transacted between the patron member cooperative and the central cooperative organization;
(ii) A stipulated number of patron members in the member cooperative;
(iii) A certain stipulated amount of equity allocated to or held by the patron member cooperative in the cooperative central organization; or
(iv) A combination of methods in paragraphs (i) through (iii) of this subsection.
(b) A cooperative that is organized into units or districts of patron members, may, by the articles or the bylaws, authorize the delegates elected by its patron members or, have an additional vote for:
(i) A stipulated amount of business transacted between the patron members in the units or districts and the cooperative;
(ii) A certain stipulated amount of equity allocated to or held by the patron members of the units or districts of the cooperative; or
(iii) A combination of methods in paragraphs (i) and (ii) of this subsection.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 10 - Cooperative Marketing Associations › Article 2 - Processing Cooperative › Section 17-10-232 - Vote of Ownership Interests Held by Cooperative.

17-10-232. Vote of ownership interests held by cooperative.
A cooperative that holds ownership interests of another business entity may, by direction of the cooperative's board, elect or appoint a person to represent the cooperative at a meeting of the business entity. The representative has authority to represent the cooperative and may cast the cooperative's vote at the business entity's meeting.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 10 - Cooperative Marketing Associations › Article 2 - Processing Cooperative › Section 17-10-233 - Allocations and Distributions to Members.

17-10-233. Allocations and distributions to members.
(a) The bylaws shall prescribe the allocation of profits and losses between patron membership interests collectively and other membership interests. If the bylaws do not otherwise provide, the profits and losses between patron membership interests collectively and other membership interests shall be allocated on the basis of the value of contributions to capital made by the patron membership interests collectively and other membership interests and accepted by the cooperative. The allocation of profits to the patron membership interests collectively shall not be less than fifteen percent (15%) of the total profits in any fiscal year.
(b) The bylaws shall prescribe the distribution of cash or other assets of the cooperative among the membership interests of the cooperative. If not otherwise provided in the bylaws, distribution shall be made to the patron membership interests collectively and other members on the basis of the value of contributions to capital made and accepted by the cooperative by the patron membership interests collectively and other membership interests. The distributions to patron membership interests collectively shall not be less than fifteen percent (15%) of the total distributions in any fiscal year.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 10 - Cooperative Marketing Associations › Article 2 - Processing Cooperative › Section 17-10-234 - Allocations and Distributions to Patron Members.

17-10-234. Allocations and distributions to patron members.
(a) A cooperative may set aside a portion of net income allocated to the patron membership interests as the board determines advisable to create or maintain a capital reserve.
(b) In addition to a capital reserve, the board may, for patron membership interests:
(i) Set aside an amount not to exceed five percent (5%) of the annual net income of the cooperative for promoting and encouraging cooperative organization; and
(ii) Establish and accumulate reserves for new buildings, machinery and equipment, depreciation, losses, and other proper purposes.
(c) Net income allocated to patron members in excess of dividends on equity and additions to reserves shall be distributed to patron members on the basis of patronage. A cooperative may establish allocation units, whether the units are functional, divisional, departmental, geographic, or otherwise and pooling arrangements and may account for and distribute net income to patrons on the basis of allocation units and pooling arrangements. A cooperative may offset the net loss of an allocation unit or pooling arrangement against the net income of other allocation units or pooling arrangements.
(d) Distribution of net income shall be made at least annually. The board shall present to the members at their annual meeting a report covering the operations of the cooperative during the preceding fiscal year.
(e) A cooperative may distribute net income to patron members in cash, capital credits, allocated patronage equities, revolving fund certificates, or its own or other securities.
(f) The cooperative may provide in the bylaws that nonmember patrons are allowed to participate in the distribution of net income payable to patron members on equal terms with patron members.
(g) If a nonmember patron with patronage credits is not qualified or eligible for membership, a refund due may be credited to the patron's individual account. The board may issue a certificate of interest to reflect the credited amount. After the patron is issued a certificate of interest, the patron may participate in the distribution of income on the same basis as a patron member.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 10 - Cooperative Marketing Associations › Article 2 - Processing Cooperative › Section 17-10-235 - Distribution of Unclaimed Property.

17-10-235. Distribution of unclaimed property.
(a) A cooperative may, in lieu of paying or delivering to the state the unclaimed property specified in its report of unclaimed property, distribute the unclaimed property to a corporation or organization that is exempt from taxation. A cooperative making the election to distribute unclaimed property shall file with the secretary of state:
(i) A verified written explanation of the proof of claim of an owner establishing a right to receive the abandoned property;
(ii) Any error in the presumption of abandonment;
(iii) The name, address, and exemption number of the corporation or organization to which the property was or is to be distributed; and
(iv) The approximate date of distribution.
(b) This subsection does not alter the procedure provided by law for cooperatives to report unclaimed property to the state and the requirement that claims of owners are made to the cooperatives for a period following the publication of lists of abandoned property.
(c) The right of an owner to unclaimed property held by a cooperative is extinguished when the property is disbursed by the cooperative to a tax exempt organization in accordance with this section.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 10 - Cooperative Marketing Associations › Article 2 - Processing Cooperative › Section 17-10-237 - Liquidation.

17-10-237. Liquidation.
(a) A cooperative shall be liquidated as provided in the articles in a manner consistent with other business entities organized in this state or if not provided, may be liquidated in the same manner as a limited liability company organized in this state or the members may authorize a liquidation by adopting a resolution at a members' meeting. The notice of the members' meeting shall include a statement that the disposition of all of the assets of the cooperative will be considered at the meeting. If a quorum is present in person, by mail ballot, or alternative method approved by the board at the members' meeting, the resolution approving of the liquidation is adopted if:
(i) Approved by two-thirds (2/3) of the votes cast; or
(ii) For a cooperative with articles or bylaws requiring more than two-thirds (2/3) for approval or other conditions for approval, the resolution is approved by the 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) The board of directors by resolution may liquidate a cooperative if the board obtains an opinion of an accountant that the cooperative is unlikely to continue as a business based on its current finances.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 10 - Cooperative Marketing Associations › Article 2 - Processing Cooperative › Section 17-10-239 - Winding Up.

17-10-239. Winding up.
(a) After the notice of intent to dissolve has been filed with the secretary of state, the board, or the officers acting under the direction of the board, shall proceed as soon as possible:
(i) To collect or make provision for the collection of all debts due or owing to the cooperative, including unpaid subscriptions for shares; and
(ii) To pay or make provision for the payment of all debts, obligations and liabilities of the cooperative according to their priorities.
(b) After the notice of intent to dissolve has been filed with the secretary of state, the board may sell, lease, transfer or otherwise dispose of all or substantially all of the property and assets of the dissolving cooperative without a vote of the members.
(c) Tangible and intangible property, including money, remaining after the discharge of the debts, obligations and liabilities of the cooperative may be distributed to the members and former members as provided in the bylaws. If previously authorized by the members, the tangible and intangible property of the cooperative may be liquidated and disposed of at the discretion of the board.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 10 - Cooperative Marketing Associations › Article 2 - Processing Cooperative › Section 17-10-240 - Revocation of Dissolution Proceedings.

17-10-240. Revocation of dissolution proceedings.
(a) Dissolution proceedings may be revoked before the articles of dissolution are filed with the secretary of state.
(b) The chair may call a members' meeting to consider the advisability of revoking the dissolution proceedings. The question of the proposed revocation shall be submitted to the members at the members' meeting called to consider the revocation. The dissolution proceedings are revoked if the proposed revocation is approved at the members' meeting by a majority of the members of the cooperative or for a cooperative with articles or bylaws requiring a greater number of members, the number of members required by the articles or bylaws.
(c) Revocation of dissolution proceedings is effective when a notice of revocation is filed with the secretary of state. After the notice is filed, the cooperative may resume business.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 10 - Cooperative Marketing Associations › Article 2 - Processing Cooperative › Section 17-10-241 - Statute of Limitations.

17-10-241. Statute of limitations.
The claim of a creditor or claimant against a dissolving cooperative is barred if the claim has not been enforced by initiating legal, administrative or arbitration proceedings concerning the claim by two (2) years after the date the notice of intent to dissolve is filed with the secretary of state.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 10 - Cooperative Marketing Associations › Article 2 - Processing Cooperative › Section 17-10-242 - Articles of Dissolution.

17-10-242. Articles of dissolution.
(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.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 10 - Cooperative Marketing Associations › Article 2 - Processing Cooperative › Section 17-10-243 - Application for Court-Supervised Voluntary Dissolution.

17-10-243. Application for court-supervised voluntary dissolution.
After a notice of intent to dissolve has been filed with the secretary of state and before a certificate of dissolution has been issued, the cooperative or, for good cause shown, a member or creditor may apply to a court within the county where the registered address is located to have the dissolution conducted or continued under the supervision of the court as provided in W.S. 17-10-250.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 10 - Cooperative Marketing Associations › Article 2 - Processing Cooperative › Section 17-10-245 - Procedure in Involuntary or Court-Supervised Voluntary Dissolution.

17-10-245. Procedure in involuntary or court-supervised voluntary dissolution.
(a) In dissolution proceedings before a hearing can be completed the court may:
(i) Issue injunctions;
(ii) Appoint receivers with all powers and duties that the court directs;
(iii) Take actions required to preserve the cooperative's assets wherever located; and
(iv) Carry on the business of the cooperative.
(b) After a hearing is completed, on notice the court directs to be given to parties to the proceedings and to other parties in interest designated by the court, the court may appoint a receiver to collect the cooperative's assets, including amounts owing to the cooperative by subscribers on account of an unpaid portion of the consideration for the issuance of shares. A receiver has authority, subject to the order of the court, to continue the business of the cooperative and to sell, lease, transfer, or otherwise dispose of the property and assets of the cooperative either at public or private sale.
(c) The assets of the cooperative or the proceeds resulting from a sale, lease, transfer, or other disposition shall be applied in the following order of priority:
(i) The costs and expenses of the proceedings, including attorneys' fees and disbursements;
(ii) Debts, taxes and assessments due the United States, this state and other states in that order;
(iii) Claims duly proved and allowed to employees under the provisions of the workers' compensation act except that claims under this clause may not be allowed if the cooperative has carried workers' compensation insurance, as provided by law, at the time the injury was sustained;
(iv) Claims, including the value of all compensation paid in a medium other than money, proved and allowed to employees for services performed within three (3) months preceding the appointment of the receiver, if any; and
(v) Other claims proved and allowed.
(d) After payment of the expenses of receivership and claims of creditors are proved, the remaining assets, if any, may be distributed to the members or distributed pursuant to an approved liquidation plan.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 10 - Cooperative Marketing Associations › Article 2 - Processing Cooperative › Section 17-10-246 - Receiver Qualifications and Powers.

17-10-246. Receiver qualifications and powers.
(a) A receiver shall be a natural person or a domestic corporation or a foreign corporation authorized to transact business in this state. A receiver shall give a bond as directed by the court with the sureties required by the court.
(b) A receiver may sue and defend in all courts as receiver of the cooperative. The court appointing the receiver has exclusive jurisdiction of the cooperative and its property.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 10 - Cooperative Marketing Associations › Article 2 - Processing Cooperative › Section 17-10-247 - Dissolution Action by Attorney General; Administrative Dissolution.

17-10-247. Dissolution action by attorney general; administrative dissolution.
(a) A cooperative may be dissolved involuntarily by a decree of a court in this state in an action filed by the attorney general if it is established that:
(i) The articles and certificate of organization were procured through fraud;
(ii) The cooperative was organized for a purpose not permitted by this article or prohibited by state law;
(iii) The cooperative has flagrantly violated a provision of this article, has violated a provision of this article more than once or has violated more than one (1) provision of this article; or
(iv) The cooperative has acted, or failed to act, in a manner that constitutes surrender or abandonment of the cooperative's franchise, privileges, or enterprise.
(b) An action may not be commenced under subsection (a) of this section until thirty (30) days after notice to the cooperative by the attorney general of the reason for the filing of the action. If the reason for filing the action is an act that the cooperative has done, or omitted to do, and the act or omission may be corrected by an amendment of the articles or bylaws or by performance of or abstention from the act, the attorney general shall give the cooperative thirty (30) additional days to make the correction before filing the action.
(c) The provisions of W.S. 17-16-1420 through 17-16-1423 shall apply to the administrative dissolution of any domestic cooperative and the provisions of W.S. 17-16-1530 through 17-16-1532 shall apply to the administrative dissolution of any foreign cooperative.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 10 - Cooperative Marketing Associations › Article 2 - Processing Cooperative › Section 17-10-248 - Filing Claims in Court-Supervised Dissolution Proceedings.

17-10-248. Filing claims in court-supervised dissolution proceedings.
(a) In proceedings to dissolve a cooperative, the court may require all creditors and claimants of the cooperative to file their claims under oath with the court administrator or with the receiver in a form prescribed by the court.
(b) If the court requires the filing of claims, the court shall:
(i) Set a date, by order, at least one hundred twenty (120) days after the date the order is filed, as the last day for the filing of claims; and
(ii) Prescribe the notice of the fixed date that shall be given to creditors and claimants.
(c) Before the fixed date, the court may extend the time for filing claims. Creditors and claimants failing to file claims on or before the fixed date may be barred, by order of court, from claiming an interest in or receiving payment out of the property or assets of the cooperative.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 10 - Cooperative Marketing Associations › Article 2 - Processing Cooperative › Section 17-10-249 - Discontinuance of Court-Supervised Dissolution Proceedings.

17-10-249. Discontinuance of court-supervised dissolution proceedings.
The involuntary or supervised voluntary dissolution of a cooperative may be discontinued at any time during the dissolution proceedings if it is established that cause for dissolution does not exist. The court shall dismiss the proceedings and direct the receiver, if any, to redeliver to the cooperative its remaining property and assets.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 10 - Cooperative Marketing Associations › Article 2 - Processing Cooperative › Section 17-10-250 - Court-Supervised Dissolution Order.

17-10-250. Court-supervised dissolution order.
(a) In an involuntary or supervised voluntary dissolution after the costs and expenses of the proceedings and all debts, obligations and liabilities of the cooperative have been paid or discharged and the remaining property and assets have been distributed to its members or, if its property and assets are not sufficient to satisfy and discharge the costs, expenses, debts, obligations and liabilities, when all the property and assets have been applied so far as they will go to their payment according to their priorities, the court shall enter an order dissolving the cooperative.
(b) When the order dissolving the cooperative or association has been entered, the cooperative or association is dissolved.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 10 - Cooperative Marketing Associations › Article 2 - Processing Cooperative › Section 17-10-251 - Filing Court's Dissolution Order.

17-10-251. Filing court's dissolution order.
After the court enters an order dissolving a cooperative, the court administrator shall cause a certified copy of the dissolution order to be filed with the secretary of state. The secretary of state may not charge a fee for filing the dissolution order.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 10 - Cooperative Marketing Associations › Article 2 - Processing Cooperative › Section 17-10-252 - Barring of Claims.

17-10-252. Barring of claims.
(a) A person who is or becomes a creditor or claimant before, during, or following the conclusion of dissolution proceedings, who does not file a claim or pursue a remedy in a legal, administrative or arbitration proceeding during the pendency of the dissolution proceeding or has not initiated a legal, administrative, or arbitration proceeding before the commencement of the dissolution proceedings and all those claiming through or under the creditor or claimant, are forever barred from suing on that claim or otherwise realizing upon or enforcing it, except as provided in this section.
(b) Within one (1) year after articles of dissolution have been filed with the secretary of state pursuant to this article or a dissolution order has been entered, a creditor or claimant who shows good cause for not having previously filed the claim may apply to a court in this state to allow a claim:
(i) Against the cooperative to the extent of undistributed assets; or
(ii) If the undistributed assets are not sufficient to satisfy the claim, the claim may be allowed against a member to the extent of the distributions to members in dissolution received by the member.
(c) Debts, obligations, and liabilities incurred during dissolution proceedings shall be paid or provided for by the cooperative before the distribution of assets to a member. A person to whom this kind of debt, obligation, or liability is owed but is not paid may pursue any remedy against the officers, directors or members of the cooperative before the expiration of the applicable statute of limitations. This subsection does not apply to dissolution under the supervision or order of a court.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 10 - Cooperative Marketing Associations › Article 2 - Processing Cooperative › Section 17-10-253 - Right to Sue or Defend After Dissolution.

17-10-253. Right to sue or defend after dissolution.
After a cooperative has been dissolved, any of its former officers, directors or members may assert or defend, in the name of the cooperative, a claim by or against the cooperative.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 11 - Industrial Corporations › Section 17-11-102 - Definitions.

17-11-102. Definitions.
(a) As used in this act, unless a different meaning is required by the context, the following words and phrases have the following meanings:
(i) "Corporation" means a Wyoming industrial development corporation created under this act;
(ii) "Financial institution" means any bank, trust company, savings and loan association, industrial bank, public or private pension or retirement fund, insurance company or related corporation, partnership, foundation, or other institution engaged in lending or investing funds;
(iii) "Member" means any financial institution which undertakes to lend money to or to buy stock in the corporation created under this act;
(iv) "Board of directors" means the board of directors of the corporation created under this act;
(v) "Loan limit" means for any member, the maximum amount permitted to be outstanding at one (1) time on loans made by such member to the corporation, as determined under the provisions of this act;
(vi) "Shareholder" means:
(A) If the corporation is formed for profit, the holder of record of shares in the corporation; or
(B) If the corporation is a nonprofit corporation, a member who has contributed money, property, services or other item of value and whose contribution is recorded on the books of the corporation.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 11 - Industrial Corporations › Section 17-11-104 - Powers of Corporation Generally.

17-11-104. Powers of corporation generally.
(a) In furtherance of its purposes the corporation shall, subject to the restrictions and limitations herein contained, have the following powers:
(i) To elect, appoint, and employ officers, agents and employees; to make contracts and incur liabilities for any of the purposes of the corporation;
(ii) To borrow money from its members, the small business administration or any other similar federal agency, or the state of Wyoming or any agency or department thereof or any other corporation or person, for any of the purposes of the corporation; to issue therefor its bonds, debentures, notes or other evidence of indebtedness, whether secured or unsecured, and to secure the same by mortgage, pledge, deed of trust or other lien on its property, franchises, rights, and privileges of every kind and nature, or any part thereof or interest therein, without securing stockholder or member approval;
(iii) To make loans to any project, person, firm, corporation, association or trust, to invest in a small business investment company as regulated by the small business administration, and to establish and regulate the terms and conditions with respect to those loans or investments;
(iv) To cooperate with and avail itself of the facilities of the United States department of commerce, the Wyoming business council created by W.S. 9-12-103 and any other similar state or federal governmental agencies; and to cooperate with and assist, and otherwise encourage organizations in the various communities of the state in the promotion, assistance, and development of the business prosperity and economic welfare of such communities or of this state or of any part thereof;
(v) To do all acts and things necessary or convenient to carry out the powers expressly granted in this act.
(b) In addition to the powers herein enumerated, the corporation if organized as a nonprofit corporation shall have all of the powers conferred on such corporations by W.S. 17-19-101 through 17-19-1807, and if organized as a profit corporation shall have all of the powers conferred on corporations under the Wyoming Business Corporation Act.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 11 - Industrial Corporations › Section 17-11-105 - Authority to Acquire and Dispose of Bonds, Securities and Capital Stock of Corporation.

17-11-105. Authority to acquire and dispose of bonds, securities and capital stock of corporation.
(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.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 11 - Industrial Corporations › Section 17-11-107 - Duration of Membership; Withdrawal.

17-11-107. Duration of membership; withdrawal.
Membership in the corporation shall be for the duration of the corporation, provided that upon written notice given to the corporation a minimum of three (3) years and a maximum of fifteen (15) years in advance, as determined by the board of directors, a member may withdraw from membership in the corporation at the expiration date of such notice.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 11 - Industrial Corporations › Section 17-11-108 - Powers of Shareholders and Members.

17-11-108. Powers of shareholders and members.
(a) The shareholders and the members of the corporation shall have the following powers of the corporation:
(i) To determine the number of and elect directors as provided in W.S. 17-11-110;
(ii) To make, amend and repeal bylaws;
(iii) To amend the certificate of incorporation;
(iv) To dissolve the corporation as provided in W.S. 17-11-116;
(v) To do all things necessary or desirable to secure aid, assistance loans and other financing from any financial institutions, and from any agency established under the Small Business Investment Act of 1958, Public Law 85-699, 85th Congress, or other similar federal laws now or hereafter enacted, and from the state of Wyoming or any agency or department thereof;
(vi) To exercise such other of the powers of the corporation consistent with the act as may be conferred on the shareholders and the members by the bylaws.
(b) As to all matters requiring action by the shareholders and the members of the corporation, the shareholders and members shall vote as provided in the bylaws of the corporation.
(c) Unless otherwise provided in the articles of incorporation, each shareholder shall have one (1) vote, in person or by proxy, for each share of stock held by him. Each member shall have one (1) vote, in person or by proxy, for each share of stock held by him except that any member having a loan limit of more than one thousand dollars ($1,000.00) and having a loan to the corporation as provided under W.S. 17-11-106(b) shall have one (1) additional vote, in person or by proxy, for each additional one thousand dollars ($1,000.00) which the member has outstanding in loans to the corporation under W.S. 17-11-106(b) at any one (1) time.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 11 - Industrial Corporations › Section 17-11-109 - Amendments to Articles of Incorporation.

17-11-109. Amendments to articles of incorporation.
(a) The articles of incorporation may be amended by the votes of the shareholders and the members of the corporation as provided in the corporate bylaws.
(b) An amendment to the articles of incorporation shall be filed with the secretary of state, and shall not take effect until the date of such filing.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 11 - Industrial Corporations › Section 17-11-110 - Board of Directors.

17-11-110. Board of directors.
(a) The business and affairs of the corporation shall be managed and conducted by a board of directors, which shall consist of not less than five (5) nor more than seven (7) members. One (1) member of the board shall be the chief executive officer of the Wyoming business council or other person designated by the council. The board of directors may exercise all the powers of the corporation except such as are conferred by law or by the articles of incorporation or the bylaws of the corporation upon the shareholders or members.
(b) The board of directors shall be elected in the first instance by the incorporators and thereafter at the annual meeting, or if no annual meeting shall be held in the year of incorporation, then within ninety (90) days after the filing of the articles of incorporation at a special meeting to be called for such purpose. The directors shall hold office until the next annual meeting of the corporation and until their successors are elected and qualified unless sooner removed in accordance with the provisions of the bylaws. Any vacancy in the office of a director elected by the members shall be filled by the directors elected by the members, and any vacancy in the office of a director elected by the stockholders shall be filled by the directors elected by the stockholders.
(c) Directors and officers shall not be responsible for losses unless the same shall have been occasioned by the willful misconduct of such directors and officers.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 11 - Industrial Corporations › Section 17-11-111 - Determination of Net Earnings and Surplus.

17-11-111. Determination of net earnings and surplus.
Net earnings and surplus shall be determined by the board of directors, after providing for such reserves as said directors deem desirable, and the determination of the directors made in good faith shall be conclusive on all persons.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 11 - Industrial Corporations › Section 17-11-112 - Depository of Funds.

17-11-112. Depository of funds.
The corporation shall not deposit any of its funds in any banking institution unless such institution has been designated as a depository by a vote of a majority of the directors present at an authorized meeting of the board of directors, exclusive of any director who is an officer or director of the depository so designated.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 11 - Industrial Corporations › Section 17-11-113 - Examination by Director; Reports.

17-11-113. Examination by director; reports.
The corporation shall be examined at least once annually by the director of the state department of audit or his designee and shall make reports of its condition annually to director, who in turn shall make copies of such reports available to the governor; and the corporation shall also furnish such other information as may from time to time be required by the director or the secretary of state. The director shall exercise the same power and authority over corporations organized under this act as is now exercised over banks and trust companies.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 11 - Industrial Corporations › Section 17-11-114 - First Meeting.

17-11-114. First meeting.
(a) The first meeting of the corporation shall be called by a notice signed by three (3) or more of the incorporators, stating the time, place, and purpose of the meeting, a copy of which notice shall be mailed or delivered to each incorporator at least five (5) days before the day appointed for the meeting, or may be held without such notice upon waiver in writing signed by all the incorporators. There shall be recorded in the minutes of the meeting a copy of said notice or of such unanimous agreement of the incorporators.
(b) At such first meeting, the incorporators shall adopt bylaws, elect directors, and take such other action as the incorporators may see fit. Eight (8) of the incorporators shall constitute a quorum for the transaction of business.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 11 - Industrial Corporations › Section 17-11-115 - Perpetual Existence.

17-11-115. Perpetual existence.
The period of existence of the corporation shall be perpetual, subject to the right of the shareholders and the members to dissolve the corporation prior to the expiration of said period as provided in W.S. 17-11-116.