reglab/statecodes huggingface dataset:
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 19 - Wyoming Nonprofit Corporation Act › Article 8 - Directors and Officers › Section 17-19-841 - Duties and Authority of Officers.

17-19-841. Duties and authority of officers.
Each officer has the authority and shall perform the duties set forth in the bylaws or, to the extent consistent with the bylaws, the duties and authority prescribed in a resolution of the board or by direction of an officer authorized by the board to prescribe the duties and authority of other officers.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 19 - Wyoming Nonprofit Corporation Act › Article 8 - Directors and Officers › Section 17-19-842 - Standards of Conduct for Officers.

17-19-842. Standards of conduct for officers.
(a) An officer who is an employee of the corporation with discretionary authority shall discharge his duties under that authority:
(i) In good faith;
(ii) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and
(iii) In a manner the officer reasonably believes to be in the best interests of the corporation and its members, if any.
(b) In discharging his duties an officer who is an employee of the corporation is entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, if prepared or presented by:
(i) One (1) or more officers or employees of the corporation whom the officer reasonably believes to be reliable and competent in the matters presented;
(ii) Legal counsel, public accountants or other persons as to matters the officer reasonably believes are within the person's professional or expert competence; or
(iii) In the case of religious corporations, religious authorities and ministers, priests, rabbis or other persons whose position or duties in the religious organization the officer believes justify reliance and confidence and whom the officer believes to be reliable and competent in the matters presented.
(c) An officer who is an employee of the corporation is not acting in good faith if the officer has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (b) of this section unwarranted.
(d) An officer who is an employee of the corporation is not liable to the corporation, any member or other person for any action taken or not taken as an officer, if the officer acted in compliance with this section.
(e) An officer of a corporation organized under this act, who is not an employee of the corporation is not individually liable for any actions, inactions or omissions by the corporation. This subsection does not affect individual liability for intentional torts or illegal acts.
(f) Whether or not he is an employee of the corporation, an officer shall not be deemed to be a trustee with respect to the corporation or with respect to any property held or administered by the corporation, including without limit, property that may be subject to restrictions imposed by the donor or transferor of the property.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 19 - Wyoming Nonprofit Corporation Act › Article 8 - Directors and Officers › Section 17-19-843 - Resignation and Removal of Officers.

17-19-843. Resignation and removal of officers.
(a) An officer may resign at any time by delivering notice to the corporation. A resignation is effective when the notice is effective unless the notice specifies a future effective date. If a resignation is made effective at a future date and the corporation accepts the future effective date, its board of directors may fill the pending vacancy before the effective date if the board provides that the successor cannot take office until the effective date.
(b) A board may remove any officer at any time with or without cause.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 19 - Wyoming Nonprofit Corporation Act › Article 8 - Directors and Officers › Section 17-19-844 - Contract Rights of Officers.

17-19-844. Contract rights of officers.
(a) The appointment of an officer does not itself create contract rights.
(b) An officer's removal does not affect the officer's contract rights, if any, with the corporation. An officer's resignation does not affect the corporation's contract rights, if any, with the officer.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 19 - Wyoming Nonprofit Corporation Act › Article 8 - Directors and Officers › Section 17-19-845 - Officers' Authority to Execute Documents.

17-19-845. Officers' authority to execute documents.
(a) Any contract or other instrument in writing executed or entered into between a corporation and any other person is not invalidated as to the corporation by any lack of authority of the signing officers in the absence of actual knowledge on the part of the other person that the signing officers had no authority to execute the contract or other instrument if it is signed by any two (2) officers in Category 1 below or by one (1) officer in Category 1 below and one (1) individual in Category 2 below:
(i) Category 1-The presiding officer of the board and the president;
(ii) Category 2-A vice president, the secretary, treasurer and executive director.
E. Indemnification
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 19 - Wyoming Nonprofit Corporation Act › Article 8 - Directors and Officers › Section 17-19-850 - Subarticle Definitions.

17-19-850. Subarticle definitions.
(a) As used in this subarticle:
(i) "Corporation" includes any domestic or foreign predecessor entity of a corporation in a merger, consolidation or other transaction in which the predecessor's existence ceased upon consummation of the transaction;
(ii) "Director" means an individual who is or was a director of a corporation or an individual who, while a director of a corporation, is or was serving at the corporation's request as a director, officer, partner, trustee, employee or agent of another foreign or domestic business or nonprofit corporation, partnership, joint venture, trust, employee benefit plan or other enterprise. A director is considered to be serving an employee benefit plan at the corporation's request if the director's duties to the corporation also impose duties on, or otherwise involve services by, the director to the plan or to participants in or beneficiaries of the plan. "Director" includes, unless the context requires otherwise, the estate or personal representative of a director;
(iii) "Expenses" include counsel fees;
(iv) "Liability" means the obligation to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan), or reasonable expenses actually incurred with respect to a proceeding;
(v) "Official capacity" means: (1) when used with respect to a director, the office of director in a corporation; and (2) when used with respect to an individual other than a director, as contemplated in W.S. 17-19-856, the office in a corporation held by the officer or the employment or agency relationship undertaken by the employee or agent on behalf of the corporation. "Official capacity" does not include service for any other foreign or domestic business or nonprofit corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise;
(vi) "Party" includes an individual who was, is or is threatened to be made a named defendant or respondent in a proceeding;
(vii) "Proceeding" means any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative or investigative and whether formal or informal.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 19 - Wyoming Nonprofit Corporation Act › Article 8 - Directors and Officers › Section 17-19-852 - Mandatory Indemnification.

17-19-852. Mandatory indemnification.
Unless limited by its articles of incorporation, a corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because he is or was a director of the corporation against reasonable expenses actually incurred by the director in connection with the proceeding.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 19 - Wyoming Nonprofit Corporation Act › Article 8 - Directors and Officers › Section 17-19-853 - Advance for Expenses.

17-19-853. Advance for expenses.
(a) A corporation may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of final disposition of the proceeding if:
(i) The director furnishes the corporation a written undertaking, executed personally or on the director's behalf, to repay the advance if the director is not wholly successful; and
(ii) A determination is made that the facts then known to those making the determination would not preclude indemnification under this subarticle.
(b) The undertaking required by paragraph (a)(i) of this section shall be an unlimited general obligation of the director but need not be secured and may be accepted without reference to financial ability to make repayment.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 19 - Wyoming Nonprofit Corporation Act › Article 8 - Directors and Officers › Section 17-19-854 - Court-Ordered Indemnification.

17-19-854. Court-ordered indemnification.
Unless limited by a corporation's articles of incorporation, a director of the corporation who is a party to a proceeding may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction. On receipt of an application, the court after giving any notice the court considers necessary may order indemnification in the amount it considers proper if it determines the director is entitled to mandatory indemnification under W.S. 17-19-852, in which case the court shall also order the corporation to pay the director's reasonable expenses incurred to obtain court-ordered indemnification.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 19 - Wyoming Nonprofit Corporation Act › Article 8 - Directors and Officers › Section 17-19-856 - Indemnification of Officers, Employees and Agents.

17-19-856. Indemnification of officers, employees and agents.
(a) Unless limited by a corporation's articles of incorporation:
(i) An officer, employee or agent of the corporation who is not a director is entitled to mandatory indemnification under W.S. 17-19-852, and is entitled to apply for court-ordered indemnification under W.S. 17-19-854 in each case, to the same extent as a director;
(ii) The corporation may indemnify and advance expenses under this subarticle to an officer, employee or agent of the corporation who is not a director to the same extent as to a director; and
(iii) A corporation may also indemnify and advance expenses to an officer, employee or agent who is not a director to the extent, consistent with public policy, that may be provided by its articles of incorporation, bylaws, general or specific action of its board of directors, or contract.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 19 - Wyoming Nonprofit Corporation Act › Article 8 - Directors and Officers › Section 17-19-857 - Insurance.

17-19-857. Insurance.
A corporation may purchase and maintain insurance on behalf of an individual who is or was a director, officer, employee or agent of the corporation, or who, while a director, officer, employee or agent of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee or agent of another foreign or domestic business or nonprofit corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against liability asserted against or incurred by him in that capacity or arising from his status as a director, officer, employee or agent, whether or not the corporation would have power to indemnify the person against the same liability under W.S. 17-19-852 or 17-19-856.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 19 - Wyoming Nonprofit Corporation Act › Article 8 - Directors and Officers › Section 17-19-858 - Application of Subarticle.

17-19-858. Application of subarticle.
(a) The indemnification and advancement of expenses authorized by this subarticle shall not be exclusive of any other rights to which any director, officer, employee or agent may be entitled under any bylaw, agreement, vote of members or disinterested directors or otherwise, both as to any action in his official capacity and as to action in another capacity while holding the office, and continues as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of that person.
(b) If articles of incorporation limit indemnification or advance for expenses, indemnification and advance for expenses are valid only to the extent consistent with the articles.
(c) This subarticle does not limit a corporation's power to pay or reimburse expenses incurred by a director in connection with appearing as a witness in a proceeding at a time when the director has not been made a named defendant or respondent to the proceeding.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 19 - Wyoming Nonprofit Corporation Act › Article 10 - Amendment of Articles Of › Section 17-19-1001 - Authority to Amend.

17-19-1001. Authority to amend.
A corporation may amend its articles of incorporation at any time to add or change a provision that is required or permitted in the articles or to delete a provision not required in the articles. Whether a provision is required or permitted in the articles is determined as of the effective date of the amendment.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 19 - Wyoming Nonprofit Corporation Act › Article 10 - Amendment of Articles Of › Section 17-19-1002 - Amendment by Directors.

17-19-1002. Amendment by directors.
(a) Unless the articles provide otherwise, a corporation's board of directors may adopt one (1) or more amendments to the corporation's articles without member approval:
(i) To extend the duration of the corporation if it was incorporated at a time when limited duration was required by law;
(ii) To delete the names and addresses of the initial directors;
(iii) To delete the name and address of the initial registered agent or registered office, if a statement of change is on file with the secretary of state;
(iv) To change the corporate name by substituting the word "corporation," "incorporated," "company," "limited," or the abbreviation "corp.," "inc.," "co.," or "ltd.," for a similar word or abbreviation in the name, or by adding, deleting or changing a geographical attribution to the name; or
(v) To make any other change expressly permitted by this act to be made by director action.
(b) If a corporation has no members, its incorporators, until directors have been chosen, and thereafter its board of directors, may adopt one (1) or more amendments to the corporation's articles subject to any approval required pursuant to W.S. 17-19-1030. The corporation shall provide notice of any meeting at which an amendment is to be voted upon. 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 a proposed amendment to the articles and contain or be accompanied by a copy or summary of the amendment or state the general nature of the amendment. The amendment shall be approved by a majority of the directors in office at the time the amendment is adopted.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 19 - Wyoming Nonprofit Corporation Act › Article 10 - Amendment of Articles Of › Section 17-19-1003 - Amendment by Directors and Members.

17-19-1003. Amendment by directors and members.
(a) For corporations with directors and members, unless this act, the articles, bylaws, the members, (acting pursuant to subsection (b) of this section), or the board of directors, (acting pursuant to subsection (c) of this section) require a greater vote or voting by class, an amendment to a corporation's articles to be adopted shall be approved:
(i) By the board if the corporation is a public benefit or religious corporation and the amendment does not relate to the number of directors, the composition of the board, the term of office of directors, or the method or way in which directors are elected or selected;
(ii) Except as provided in W.S. 17-19-1002(a), by the members by two-thirds (2/3) of the votes cast or a majority of the voting power, whichever is less; and
(iii) In writing by any person or persons whose approval is required by a provision of the articles authorized by W.S. 17-19-1030.
(b) The members may condition the amendment's adoption on receipt of a higher percentage of affirmative votes or on any other basis.
(c) If the board initiates an amendment to the articles or board approval is required by subsection (a) of this section to adopt an amendment to the articles, the board may condition the amendment's adoption on receipt of a higher percentage of affirmative votes or any other basis.
(d) If the board or the members seek to have the amendment approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in writing in accordance with W.S. 17-19-705. The notice shall state that the purpose, or one (1) of the purposes, of the meeting is to consider the proposed amendment and contain or be accompanied by a copy or summary of the amendment.
(e) If the board or the members seek to have the amendment approved by the members by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the amendment.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 19 - Wyoming Nonprofit Corporation Act › Article 10 - Amendment of Articles Of › Section 17-19-1004 - Class Voting by Members on Amendments.

17-19-1004. Class voting by members on amendments.
(a) The members of a class in a public benefit corporation are entitled to vote as a class on a proposed amendment to the articles if the amendment would change the rights of that class as to voting in a manner different than the amendment affects another class or members of another class.
(b) The members of a class in a mutual benefit corporation are entitled to vote as a class on a proposed amendment to the articles if the amendment would:
(i) Affect the rights, privileges, preferences, restrictions or conditions of that class as to voting, dissolution, redemption or transfer of memberships in a manner different than the amendment would affect another class;
(ii) Change the rights, privileges, preferences, restrictions or conditions of that class as to voting, dissolution, redemption or transfer by changing the rights, privileges, preferences, restrictions or conditions of another class;
(iii) Increase or decrease the number of memberships authorized for that class;
(iv) Increase the number of memberships authorized for another class;
(v) Effect an exchange, reclassification or termination of the memberships of that class; or
(vi) Authorize a new class of memberships.
(c) The members of a class of a religious corporation are entitled to vote as a class on a proposed amendment to the articles only if a class vote is provided for in the articles or bylaws.
(d) If a class is to be divided into two (2) or more classes as a result of an amendment to the articles of a public benefit or mutual benefit corporation, the amendment shall be approved by the members of each class that would be created by the amendment.
(e) Except as provided in the articles or bylaws of a religious corporation, if a class vote is required to approve an amendment to the articles of a corporation, the amendment shall be approved by the members of the class by two-thirds (2/3) of the votes cast by the class or a majority of the voting power of the class, whichever is less.
(f) A class of members of a public benefit or mutual benefit corporation is entitled to the voting rights granted by this section although the articles and bylaws provide that the class cannot vote on the proposed amendment.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 19 - Wyoming Nonprofit Corporation Act › Article 10 - Amendment of Articles Of › Section 17-19-1005 - Articles of Amendment.

17-19-1005. Articles of amendment.
(a) A corporation amending its articles shall deliver to the secretary of state articles of amendment setting forth:
(i) The name of the corporation;
(ii) The text of each amendment adopted;
(iii) The date of each amendment's adoption;
(iv) If approval of members was not required, a statement to that effect and a statement that the amendment was approved by a sufficient vote of the board of directors or incorporators;
(v) 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 amendment, and number of votes of each class indisputably voting on the amendment; and
(B) Either the total number of votes cast for and against the amendment by each class entitled to vote separately on the amendment or the total number of undisputed votes cast for the amendment by each class and a statement that the number cast for the amendment by each class was sufficient for approval by that class.
(vi) If approval of the amendment by some person or persons other than the members, the board or the incorporators is required pursuant to W.S. 17-19-1030, a statement that the approval was obtained.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 19 - Wyoming Nonprofit Corporation Act › Article 10 - Amendment of Articles Of › Section 17-19-1006 - Restated Articles of Incorporation.

17-19-1006. Restated articles of incorporation.
(a) A corporation's board of directors may restate its articles of incorporation at any time with or without approval by members or any other person.
(b) The restatement may include one (1) or more amendments to the articles. If the restatement includes an amendment requiring approval by the members or any other person, it shall be adopted as provided in W.S. 17-19-1003.
(c) If the restatement includes an amendment requiring approval by members, the board shall submit the restatement to the members for their approval.
(d) If the board seeks to have the restatement approved by the members at a membership meeting, the corporation shall notify each of its members of the proposed membership meeting in writing in accordance with W.S. 17-19-705. The notice shall also state that the purpose, or one (1) of the purposes, of the meeting is to consider the proposed restatement and contain or be accompanied by a copy or summary of the restatement that identifies any amendments or other change it would make in the articles.
(e) If the board seeks to have the restatement approved by the members by written ballot or written consent, the material soliciting the approval shall contain or be accompanied by a copy or summary of the restatement that identifies any amendments or other change it would make in the articles.
(f) A restatement requiring approval by the members shall be approved by the same vote as an amendment to articles under W.S. 17-19-1003.
(g) If the restatement includes an amendment requiring approval pursuant to W.S. 17-19-1030, the board shall submit the restatement for approval.
(h) A corporation restating its articles shall deliver to the secretary of state articles of restatement setting forth the name of the corporation and the text of the restated articles of incorporation together with a certificate setting forth:
(i) Whether the restatement contains an amendment to the articles requiring approval by the members or any other person other than the board of directors and, if it does not, that the board of directors adopted the restatement; or
(ii) If the restatement contains an amendment to the articles requiring approval by the members, the information required by W.S. 17-19-1005; and
(iii) If the restatement contains an amendment to the articles requiring approval by a person whose approval is required pursuant to W.S. 17-19-1030, a statement that the approval was obtained.
(j) Duly adopted restated articles of incorporation supersede the original articles of incorporation and all amendments to them.
(k) The secretary of state may certify restated articles of incorporation, as the articles of incorporation currently in effect, without including the certificate information required by subsection (h) of this section.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 19 - Wyoming Nonprofit Corporation Act › Article 10 - Amendment of Articles Of › Section 17-19-1007 - Amendment Pursuant to Judicial Reorganization.

17-19-1007. Amendment pursuant to judicial reorganization.
(a) A corporation's articles may be amended without board approval or approval by the members or approval required pursuant to W.S. 17-19-1030 to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under federal statute if the articles after amendment contain only provisions required or permitted by W.S. 17-19-202.
(b) The individual or individuals designated by the court shall deliver to the secretary of state articles of amendment setting forth:
(i) The name of the corporation;
(ii) The text of each amendment approved by the court;
(iii) The date of the court's order or decree approving the articles of amendment;
(iv) The title of the reorganization proceeding in which the order or decree was entered; and
(v) A statement that the court had jurisdiction of the proceeding under federal statute.
(c) This section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 19 - Wyoming Nonprofit Corporation Act › Article 10 - Amendment of Articles Of › Section 17-19-1008 - Effect of Amendment.

17-19-1008. Effect of amendment.
An amendment to articles of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party, any requirement or limitation imposed upon the corporation or any property held by it by virtue of any trust upon which the property is held by the corporation or the existing rights of persons other than members of the corporation. An amendment changing a corporation's name does not abate a proceeding brought by or against the corporation in its former name.
B. Bylaws
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 19 - Wyoming Nonprofit Corporation Act › Article 10 - Amendment of Articles Of › Section 17-19-1020 - Amendment by Directors.

17-19-1020. Amendment by directors.
If a corporation has no members, its incorporators, until directors have been chosen, and thereafter its board of directors, may adopt one (1) or more amendments to the corporation's bylaws subject to any approval required pursuant to W.S. 17-19-1030. The corporation shall provide notice of any meeting of directors at which an amendment is to 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 a proposed amendment to the bylaws and contain or be accompanied by a copy or summary of the amendment or state the general nature of the amendment. The amendment shall be approved by a majority of the directors in office at the time the amendment is adopted.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 19 - Wyoming Nonprofit Corporation Act › Article 10 - Amendment of Articles Of › Section 17-19-1021 - Amendment by Directors and Members.

17-19-1021. Amendment by directors and members.
(a) For corporations with directors and members, unless this act, the articles, bylaws, the members, (acting pursuant to subsection (b) of this section), or the board of directors (acting pursuant to subsection (c) of this section) require a greater vote or voting by class, an amendment to a corporation's bylaws to be adopted shall be approved:
(i) By the board if the corporation is a public benefit or religious corporation and the amendment does not relate to the number of directors, the composition of the board, the term of office of directors, or the method or way in which directors are elected or selected;
(ii) By the members by two-thirds (2/3) of the votes cast or a majority of the voting power, whichever is less; and
(iii) In writing by any person or persons whose approval is required by a provision of the articles authorized by W.S. 17-19-1030.
(b) The members may condition the amendment's adoption on its receipt of a higher percentage of affirmative votes or on any other basis.
(c) If the board initiates an amendment to the bylaws or board approval is required by subsection (a) of this section to adopt an amendment to the bylaws, the board may condition the amendment's adoption on receipt of a higher percentage of affirmative votes or on any other basis.
(d) If the board or the members seek to have the amendment approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in writing in accordance with W.S. 17-19-705. The notice shall also state that the purpose, or one (1) of the purposes, of the meeting is to consider the proposed amendment and contain or be accompanied by a copy or summary of the amendment.
(e) If the board or the members seek to have the amendment approved by the members by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the amendment.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 19 - Wyoming Nonprofit Corporation Act › Article 10 - Amendment of Articles Of › Section 17-19-1022 - Class Voting by Members on Amendments.

17-19-1022. Class voting by members on amendments.
(a) The members of a class in a public benefit corporation are entitled to vote as a class on a proposed amendment to the bylaws if the amendment would change the rights of that class as to voting in a manner different than the amendment affects another class or members of another class.
(b) The members of a class in a mutual benefit corporation are entitled to vote as a class on a proposed amendment to the bylaws if the amendment would:
(i) Affect the rights, privileges, preferences, restrictions or conditions of that class as to voting, dissolution, redemption or transfer of memberships in a manner different than the amendment would affect another class;
(ii) Change the rights, privileges, preferences, restrictions or conditions of that class as to voting, dissolution, redemption or transfer by changing the rights, privileges, preferences, restrictions or conditions of another class;
(iii) Increase or decrease the number of memberships authorized for that class;
(iv) Increase the number of memberships authorized for another class;
(v) Effect an exchange, reclassification or termination of all or part of the memberships of that class; or
(vi) Authorize a new class of memberships.
(c) The members of a class of a religious corporation are entitled to vote as a class on a proposed amendment to the bylaws only if a class vote is provided for in the articles or bylaws.
(d) If a class is to be divided into two (2) or more classes as a result of an amendment to the bylaws, the amendment shall be approved by the members of each class that would be created by the amendment.
(e) If a class vote is required to approve an amendment to the bylaws, the amendment shall be approved by the members of the class by two-thirds (2/3) of the votes cast by the class or a majority of the voting power of the class, whichever is less.
(f) A class of members is entitled to the voting rights granted by this section although the articles and bylaws provide that the class may not vote on the proposed amendment.
C. Articles of Incorporation and Bylaws
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 19 - Wyoming Nonprofit Corporation Act › Article 10 - Amendment of Articles Of › Section 17-19-1030 - Approval by Third Persons.

17-19-1030. Approval by third persons.
The articles may require an amendment to the articles or bylaws to be approved in writing by a specified person or persons other than the board. Such an article provision may only be amended with the approval in writing of the specified person or persons.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 19 - Wyoming Nonprofit Corporation Act › Article 10 - Amendment of Articles Of › 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
B. Consolidation
2023 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.
2023 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.