reglab/statecodes huggingface dataset:
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 19 - Wyoming Nonprofit Corporation Act › Article 15 - Foreign Corporations › Section 17-19-1520 - Withdrawal of Foreign Corporation.

17-19-1520. Withdrawal of foreign corporation.
(a) A foreign corporation authorized to transact business in this state shall not withdraw from this state until it obtains a certificate of withdrawal from the secretary of state.
(b) A foreign corporation authorized to transact business in this state may apply for a certificate of withdrawal by delivering an application to the secretary of state for filing. The application shall set forth:
(i) The name of the foreign corporation and the name of the state or country under whose law it is incorporated;
(ii) That it is not transacting business in this state and that it surrenders its authority to transact business in this state;
(iii) That it revokes the authority of its registered agent to accept service on its behalf and appoints the secretary of state as its agent for service of process in any proceeding based on a cause of action arising during the time it was authorized to do business in this state;
(iv) A mailing address and an email address to which the secretary of state may provide a copy of any process served on him under paragraph (iii) of this subsection; and
(v) A commitment to notify the secretary of state in the future of any change in the mailing address or email address.
(c) After the withdrawal of the corporation is effective, service of process on the secretary of state under this section is service on the foreign corporation. Upon receipt of process, the secretary of state shall provide a copy of the process to the foreign corporation at the post office address or email address set forth in its application for withdrawal.
C. Revocation of Certificate of Authority
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 19 - Wyoming Nonprofit Corporation Act › Article 15 - Foreign Corporations › Section 17-19-1530 - Grounds for Revocation.

17-19-1530. Grounds for revocation.
(a) The secretary of state may commence a proceeding under W.S. 17-19-1531 to revoke the certificate of authority of a foreign corporation authorized to transact business in this state if any of the following has occurred:
(i) The foreign corporation is without a registered agent or registered office in this state for thirty (30) days or more;
(ii) The foreign corporation does not inform the secretary of state under W.S. 17-28-102 or 17-28-103 that its registered agent or registered office has changed, that its registered agent has resigned, or that its registered office has been discontinued within thirty (30) days of the change, resignation or discontinuance;
(iii) An incorporator, director, officer or agent of the foreign corporation signed a document the person knew was false in any material respect with intent that the document be delivered to the secretary of state for filing;
(iv) The secretary of state receives a duly authenticated certificate from the secretary of state or other official having custody of corporate records in the state or country under whose law the foreign corporation is incorporated stating that it has been dissolved or disappeared as the result of a merger;
(v) The corporation does not deliver its annual reports or pay the annual license taxes to the secretary of state when due pursuant to W.S. 17-19-1630;
(vi) The corporation has failed to respond to a valid and enforceable subpoena;
(vii) It is in the public interest and the corporation:
(A) Has provided fraudulent information or has failed to correct false information upon request of the secretary of state on any filing with the secretary of state under this act; or
(B) Cannot be served either by the registered agent or by mail or electronically by the secretary of state acting as the agent for process.
(viii) The foreign corporation has failed to pay any penalties imposed under W.S. 17-28-109.
(b) The attorney general may commence a proceeding under W.S. 17-19-1531 to revoke the certificate of authority of a foreign corporation authorized to transact business in this state if:
(i) The corporation has continued to exceed or abuse the authority conferred upon it by law;
(ii) The corporation would have been a public benefit corporation had it been incorporated in this state and that its corporate assets in this state are being misapplied or wasted; or
(iii) The corporation would have been a public benefit corporation had it been incorporated in this state and it is no longer able to carry out its purposes.
(c) Prior to commencing a proceeding under W.S. 17-19-1531 the secretary of state may classify a foreign corporation as delinquent awaiting administrative revocation if the foreign corporation meets any of the criteria in subsection (a) of this section.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 19 - Wyoming Nonprofit Corporation Act › Article 15 - Foreign Corporations › Section 17-19-1531 - Procedure and Effect of Revocation.

17-19-1531. Procedure and effect of revocation.
(a) The secretary of state upon determining that one (1) or more grounds exist under W.S. 17-19-1530 for revocation of a certificate of authority shall serve the foreign corporation with written notice of that determination under W.S. 17-28-104.
(b) The attorney general upon determining that one (1) or more grounds exist under W.S. 17-19-1530(b) for revocation of a certificate of authority shall request the secretary of state to serve, and the secretary of state shall serve the foreign corporation with written notice of that determination under W.S. 17-28-104.
(c) If the foreign corporation does not correct each ground for revocation or demonstrate to the reasonable satisfaction of the secretary of state or attorney general that each ground for revocation determined by the secretary of state or attorney general does not exist within sixty (60) days after service of the notice is perfected under W.S. 17-28-104, the secretary of state may revoke the foreign corporation's certificate of authority by signing a certificate of revocation that recites the ground or grounds for revocation and its effective date. The secretary of state shall file the original of the certificate and serve a copy on the foreign corporation under W.S. 17-28-104.
(d) The authority of a foreign corporation to transact business in this state ceases on the date shown on the certificate revoking its certificate of authority.
(e) The secretary of state's revocation of a foreign corporation's certificate of authority appoints the secretary of state the foreign corporation's agent for service of process in any proceeding based on a cause of action that arose during the time the foreign corporation was authorized to transact business in this state. Service of process on the secretary of state under this subsection is service on the foreign corporation. Upon receipt of process, the secretary of state shall either:
(i) Mail a copy of the process to the secretary of the foreign corporation at its principal office shown in its most recent annual report or in any subsequent communications received from the corporation stating the current mailing address of its principal office, or, if none are on file, in its application for a certificate of authority; or
(ii) Electronically submit a copy of the process to the foreign corporation's email address.
(f) Revocation of a foreign corporation's certificate of authority does not terminate the authority of the registered agent of the corporation.
(g) Repealed by Laws 2008, Ch. 91, 3.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 19 - Wyoming Nonprofit Corporation Act › Article 15 - Foreign Corporations › Section 17-19-1532 - Appeal From Revocation.

17-19-1532. Appeal from revocation.
(a) A foreign corporation may appeal the secretary of state's revocation of its certificate of authority pursuant to W.S. 16-3-114 within thirty (30) days after the service of the certificate of revocation is perfected under W.S. 17-28-104. The foreign corporation appeals by petitioning the court to set aside the revocation and attaching to the petition copies of its certificate of authority and the secretary of state's certificate of revocation.
(b) The court may summarily order the secretary of state to reinstate the certificate of authority or may take any other action the court considers appropriate.
(c) The court's final decision may be appealed as in other civil proceedings.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 19 - Wyoming Nonprofit Corporation Act › Article 15 - Foreign Corporations › Section 17-19-1533 - Reinstatement Following Revocation.

17-19-1533. Reinstatement following revocation.
(a) A foreign corporation whose certificate of authority has been revoked under W.S. 17-19-1531 may apply to the secretary of state for reinstatement within two (2) years after the effective date of the revocation. Reinstatement may be denied by the secretary of state if the corporation has been the subject of a secretary of state and law enforcement investigation pertaining to fraud or any other violation of state or federal law, or if there is other reason to believe the foreign corporation has engaged in illegal operations. The application shall:
(i) Recite the name of the foreign corporation and the effective date of the revocation of its certificate of authority;
(ii) State that the grounds for revocation either did not exist or have been eliminated;
(iii) If the foreign corporation's certificate of authority was revoked for failure to deliver its annual report or pay annual license taxes to the secretary of state when due pursuant to W.S. 17-19-1630, include payment of a twenty-five dollar ($25.00) reinstatement fee and payment of any fees and taxes then delinquent; and
(iv) If the foreign corporation's certificate of authority was revoked for failure to maintain a registered agent, include payment of a one hundred fifty dollar ($150.00) reinstatement fee and payment of any fees and taxes then delinquent.
(b) If the secretary of state determines that the application contains the information required by subsection (a) of this section and that the information is correct, the secretary of state shall cancel the revocation, prepare a certificate of reinstatement reciting that determination and the effective date of reinstatement, file the original of the certificate and serve a copy on the corporation pursuant to W.S. 17-28-104.
(c) When reinstatement is effective, it relates back to and takes effect as of the effective date of the revocation and the foreign corporation may resume carrying on its activities as if the revocation had not occurred.
(d) A foreign corporation may retain its registered corporate name during the two (2) year reinstatement period.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 19 - Wyoming Nonprofit Corporation Act › Article 16 - Records and Reports › Section 17-19-1601 - Corporate Records.

17-19-1601. Corporate records.
(a) A corporation shall keep as permanent records minutes of all meetings of its members and board of directors, a record of all actions taken by the members or directors without a meeting, and a record of all actions taken by committees of the board of directors as authorized by W.S. 17-19-825(d).
(b) A corporation shall maintain appropriate accounting records.
(c) A corporation or its agent shall maintain a record of its members in a form that permits preparation of a list of the name and address of all members, in alphabetical order by class, showing the number of votes each member is entitled to cast.
(d) A corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.
(e) A corporation shall keep a copy of the following records at its principal office:
(i) Its articles or restated articles of incorporation and all amendments to them currently in effect;
(ii) Its bylaws or restated bylaws and all amendments to them currently in effect;
(iii) Resolutions adopted by its board of directors relating to the characteristics, qualifications, rights, limitations and obligations of members or any class or category of members;
(iv) The minutes of all meetings of members and records of all actions approved by the members for the past three (3) years;
(v) All written communications to members generally within the past three (3) years, including the financial statements furnished for the past three (3) years under W.S. 17-19-1620;
(vi) A list of the names and addresses of its current directors and officers; and
(vii) Its most recent annual report delivered to the secretary of state under W.S. 17-19-1630.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 19 - Wyoming Nonprofit Corporation Act › Article 16 - Records and Reports › Section 17-19-1602 - Inspection of Records by Members.

17-19-1602. Inspection of records by members.
(a) Subject to subsection (e) of this section and W.S. 17-19-1603(c), a member is entitled to inspect and copy, at a reasonable time and location specified by the corporation, any of the records of the corporation described in W.S. 17-19-1601(e) if the member gives the corporation written notice or a written demand at least five (5) business days before the date on which the member wishes to inspect and copy.
(b) Subject to subsection (e) of this section, a member is entitled to inspect and copy, at a reasonable time and reasonable location specified by the corporation, any of the following records of the corporation if the member meets the requirements of subsection (c) of this section and gives the corporation written notice at least five (5) business days before the date on which the member wishes to inspect and copy:
(i) Excerpts from any records required to be maintained under W.S. 17-19-1601(a), to the extent not subject to inspection under W.S. 17-19-1602(a);
(ii) Accounting records of the corporation; and
(iii) Subject to W.S. 17-19-1605, the membership list.
(c) A member may inspect and copy the records identified in subsection (b) of this section only if:
(i) The member's demand is made in good faith and for a proper purpose;
(ii) The member describes with reasonable particularity the purpose and the records the member desires to inspect; and
(iii) The records are directly connected with this purpose.
(d) This section does not affect:
(i) The right of a member to inspect records under W.S. 17-19-720 or, if the member is in litigation with the corporation, to the same extent as any other litigant; or
(ii) The power of a court, independently of this act, to compel the production of corporate records for examination.
(e) The articles or bylaws of a religious corporation may limit or abolish the right of a member under this section to inspect and copy any corporate record.
(f) Nothing in this act pertaining to access to corporate records shall operate to violate the confidentiality of records, including patient files, personnel matters, disciplinary files, individual member files, client files, medical files or other files which are generally considered by law to be confidential or privileged.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 19 - Wyoming Nonprofit Corporation Act › Article 16 - Records and Reports › Section 17-19-1603 - Scope of Inspection Rights.

17-19-1603. Scope of inspection rights.
(a) A member's agent or attorney has the same inspection and copying rights as the member the agent or attorney represents.
(b) The right to copy records under W.S. 17-19-1602 includes, if reasonable, the right to receive copies made by photographic, xerographic or other means.
(c) The corporation may impose a reasonable charge, covering the costs of labor and material, for copies of any documents provided to the member. The charge may not exceed the estimated cost of production or reproduction of the records.
(d) The corporation may comply with a member's demand to inspect the record of members under W.S. 17-19-1602(b)(iii) by providing the member with a list of its members that was compiled no earlier than the date of the member's demand.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 19 - Wyoming Nonprofit Corporation Act › Article 16 - Records and Reports › Section 17-19-1604 - Court-Ordered Inspection.

17-19-1604. Court-ordered inspection.
(a) If a corporation does not allow a member who complies with W.S. 17-19-1602(a) to inspect and copy any records required by that subsection to be available for inspection, the district court in the county where the corporations' principal office, or, if none in this state, its registered office, is located may summarily order inspection and copying of the records demanded at the corporation's expense upon application of the member.
(b) If a corporation does not within a reasonable time allow a member to inspect and copy any other record, the member who complies with W.S. 17-19-1602(b) and (c) may apply to the district court in the county where the corporation's principal office, or, if none in this state, its registered office, is located for an order to permit inspection and copying of the records demanded. The court shall dispose of an application under this subsection on an expedited basis.
(c) If the court orders inspection and copying of the records demanded, it shall also order the corporation to pay the member's costs, including reasonable counsel fees, incurred to obtain the order unless the corporation proves that it refused inspection in good faith because it had a reasonable basis for doubt about the right of the member to inspect the records demanded.
(d) If the court orders inspection and copying of the records demanded, it may impose reasonable restrictions on the use or distribution of the records by the demanding member.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 19 - Wyoming Nonprofit Corporation Act › Article 16 - Records and Reports › Section 17-19-1605 - Limitations on Use of Membership List.

17-19-1605. Limitations on use of membership list.
(a) Without consent of the board, a membership list or any part thereof may not be obtained or used by any person for any purpose unrelated to a member's interest as a member. Without limiting the generality of the foregoing, without the consent of the board a membership list or any part thereof may not be:
(i) Used to solicit money or property unless the money or property will be used solely to solicit the votes of the members in an election to be held by the corporation;
(ii) Used for any commercial purpose; or
(iii) Sold to or purchased by any person.
B. Reports
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 19 - Wyoming Nonprofit Corporation Act › Article 16 - Records and Reports › Section 17-19-1620 - Financial Statements for Members.

17-19-1620. Financial statements for members.
(a) Except as provided in the articles or bylaws of a religious corporation, a corporation upon written demand from a member shall furnish that member its latest annual financial statements, which may be consolidated or combined statements of the corporation and one (1) or more of its subsidiaries or affiliates, as appropriate, that include a balance sheet as of the end of the fiscal year and statement of operations for that year. If financial statements are prepared for the corporation on the basis of generally accepted accounting principles, the annual financial statements shall also be prepared on that basis.
(b) If annual financial statements are reported upon by a public accountant, the accountant's report shall accompany them. If not, the statements shall be accompanied by the statement of the president or the person responsible for the corporation's financial accounting records:
(i) Stating the president's or other person's reasonable belief as to whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation; and
(ii) Describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 19 - Wyoming Nonprofit Corporation Act › Article 16 - Records and Reports › Section 17-19-1621 - Report of Indemnification to Members.

17-19-1621. Report of indemnification to members.
If a corporation indemnifies or advances expenses to a director under W.S. 17-19-852, 17-19-853 or 17-19-854 in connection with a proceeding by or in the right of the corporation, the corporation shall report the indemnification or advance in writing to the members with or before the notice of the next meeting of members.
C. Annual Report and License Tax
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 19 - Wyoming Nonprofit Corporation Act › Article 16 - Records and Reports › Section 17-19-1630 - Filing of Reports.

17-19-1630. Filing of reports.
(a) Every Wyoming nonprofit corporation organized under the laws of this state and every foreign nonprofit corporation which obtains the right to transact and carry on its affairs within this state shall file an annual report setting forth the names and addresses of its officers and directors, the address of its principal office, and any compensation, profit or pecuniary advantage paid directly or indirectly to any officer or director.
(b) The annual report required in subsection (a) of this section shall be filed with the secretary of state on or before the first day of the month of registration of every year.
(c) A director or officer of the corporation shall execute the annual report under penalty of perjury.
(d) A fee of fifty dollars ($50.00) shall be collected by the secretary of state upon initial incorporation or qualification and an annual franchise fee of twenty-five dollars ($25.00) shall accompany the annual report.
(e) If an annual report does not contain the information required by this section, the secretary of state shall promptly notify the reporting domestic or foreign corporation in writing and return the report to it for correction.
(f) The information in the annual report shall be current on the date the annual report is executed on behalf of the corporation.
(g) Any foreign nonprofit corporation transacting business in Wyoming without qualifying is subject to the penalties provided by W.S. 17-16-1502(d).
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 19 - Wyoming Nonprofit Corporation Act › Article 17 - Domestication and Continuance of Foreign Corporation › Section 17-19-1701 - Domestication of Foreign Corporations.

17-19-1701. Domestication of foreign corporations.
Any nonprofit corporation incorporated under the laws of any of the several states of the United States for any purpose, and so long as the corporation complies with W.S. 17-19-301(b), may become a domestic corporation of this state by delivering or causing to be delivered to the secretary of state articles of domestication. Upon filing the articles of domestication, the secretary of state shall issue to the foreign corporation a certificate of domestication which shall continue the corporation as if it had been incorporated under this act. The articles of domestication, upon being filed by the secretary of state, constitute the articles of the domesticated foreign corporation and it shall thereafter have all the powers and privileges and be subjected to all the duties and limitations granted and imposed upon domestic nonprofit corporations under the provisions of this act. A corporation does not become a resident for the purpose of W.S. 16-6-101 through 16-6-118 solely because it becomes a domestic nonprofit corporation under this section.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 19 - Wyoming Nonprofit Corporation Act › Article 17 - Domestication and Continuance of Foreign Corporation › Section 17-19-1702 - Application for Certificate of Domestication; Articles of Domestication.

17-19-1702. Application for certificate of domestication; articles of domestication.
(a) A foreign corporation, in order to procure a certificate of domestication shall file articles of domestication with the secretary of state, which articles shall include and set forth:
(i) A certified copy of its original articles of incorporation and all amendments thereto or its equivalent basic corporate charter or other authorization, and a certificate of good standing not more than thirty (30) days old;
(ii) The name of the corporation and the jurisdiction under the laws of which it is incorporated;
(iii) The date of incorporation and the period of duration of the corporation;
(iv) The address of the principal office of the corporation and the jurisdiction under the laws of which it is incorporated;
(v) The address of the proposed registered office of the corporation in this state, and the name of its proposed registered agent in this state at that address;
(vi) The purpose or purposes of the corporation which it proposes to pursue in the transaction of affairs in this state;
(vii) The names and addresses of the directors and officers of the corporation;
(viii) A statement of whether it is a public benefit corporation, a mutual benefit corporation or a religious corporation;
(ix) A statement whether the corporation has members;
(x) A statement that the corporation accepts the constitution of this state in compliance with the requirement of article 10, section 5 of the Wyoming constitution; and
(xi) Any additional information as may be necessary or appropriate to enable the secretary of state to determine whether the corporation is entitled to a certificate of domestication evidencing its authority to transact its affairs and business in this state.
B. Continuance
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 19 - Wyoming Nonprofit Corporation Act › Article 18 - Transition Provisions › Section 17-19-1801 - Application to Existing Domestic Corporations.

17-19-1801. Application to existing domestic corporations.
This act applies to all domestic corporations in existence on its effective date that were incorporated under the following statutes of this state: W.S. 17-6-101 through 17-6-117, 17-7-101 through 17-7-116 and 17-9-101 through 17-9-106.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 19 - Wyoming Nonprofit Corporation Act › Article 18 - Transition Provisions › Section 17-19-1802 - Application to Qualified Foreign Corporations.

17-19-1802. Application to qualified foreign corporations.
A foreign corporation authorized to transact business in this state on the effective date of this act is subject to this act but is not required to obtain a new certificate of authority to transact business under this act.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 19 - Wyoming Nonprofit Corporation Act › Article 18 - Transition Provisions › Section 17-19-1803 - Saving Provisions.

17-19-1803. Saving provisions.
(a) Except as provided in subsection (b) of this section, the repeal of a statute by this act does not affect:
(i) The operation of the statute or any action taken under it before its repeal;
(ii) Any ratification, right, remedy, privilege, obligation or liability acquired, accrued or incurred under the statute before its repeal;
(iii) Any violation of the statute or any penalty, forfeiture or punishment incurred because of the violation, before its repeal;
(iv) Any proceeding, reorganization or dissolution commenced under the statute before its repeal, and the proceeding, reorganization or dissolution may be completed in accordance with the statute as if it had not been repealed; or
(v) Any meeting of members or directors or action by written consent noticed or any action taken before its repeal as a result of a meeting of members or directors or action by written consent.
(b) If a penalty or punishment imposed for violation of a statute repealed by this act is reduced by this act, the penalty or punishment if not already imposed shall be imposed in accordance with this act.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 19 - Wyoming Nonprofit Corporation Act › Article 18 - Transition Provisions › Section 17-19-1804 - Public Benefit, Mutual Benefit and Religious Corporations.

17-19-1804. Public benefit, mutual benefit and religious corporations.
(a) On January 1, 1993 each domestic corporation existing on the effective date of this act that is or becomes subject to this act shall be designated as a public benefit, mutual benefit or religious corporation as follows:
(i) Any corporation designated by statute as a public benefit corporation, a mutual benefit corporation or a religious corporation is the type of corporation designated by statute;
(ii) Any corporation that does not come within paragraph (i) of this subsection but is organized primarily or exclusively for religious purposes is a religious corporation;
(iii) Any corporation that does not come within paragraph (i) or (ii) of this subsection but that is recognized as exempt under section 501(c)(iii) of the Internal Revenue Code, or any successor section, is a public benefit corporation;
(iv) Any corporation that does not come within paragraph (i), (ii) or (iii) of this subsection, but that is organized for a public or charitable purpose and that upon dissolution shall distribute its assets to a public benefit corporation, the United States, a state or a person that is recognized as exempt under section 501(c)(iii) of the Internal Revenue Code, or any successor section, is a public benefit corporation; and
(v) Any corporation that does not come within paragraph (i), (ii), (iii) or (iv) of this subsection is a mutual benefit corporation.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 19 - Wyoming Nonprofit Corporation Act › Article 18 - Transition Provisions › Section 17-19-1805 - Issuance of Additional Capital Stock Prohibited.

17-19-1805. Issuance of additional capital stock prohibited.
As of January 1, 1993, no additional capital stock may be issued by any nonprofit corporation organized prior to January 1, 1993. As of January 1, 1993, persons who were issued capital stock of a nonprofit corporation pursuant to W.S. 17-6-102(a)(viii) shall be considered members, and not stockholders, and shall have the rights, privileges and obligations of members, including rights upon dissolution, as set forth in this act or the corporation's articles of incorporation or bylaws.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 19 - Wyoming Nonprofit Corporation Act › Article 18 - Transition Provisions › Section 17-19-1806 - Transition of for Profit Corporations to Nonprofit Status.

17-19-1806. Transition of for profit corporations to nonprofit status.
(a) Any corporation as defined by W.S. 17-16-140 and incorporated under the Wyoming Business Corporation Act may become a corporation pursuant to this act by filing amended articles of incorporation complying with this act if:
(i) The corporation is or determines to become upon filing the amended articles of incorporation, a public benefit, mutual benefit or religious corporation;
(ii) All shareholders are entitled to the same notice and rights of dissent provided under W.S. 17-16-1320 through 17-16-1331 and notice of any known tax consequences under the Internal Revenue Code;
(iii) All shareholders in a business corporation which is or becomes a mutual benefit corporation shall become members entitled to a number of votes, rights to benefits and unequal obligations for assessments and rights upon dissolution in proportion to their number of shares at the time of filing the amended articles of incorporation, unless the amended articles of incorporation provide otherwise;
(iv) The transition to nonprofit status shall not impair any obligations or liabilities to others existing at the time of the transition.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 19 - Wyoming Nonprofit Corporation Act › Article 18 - Transition Provisions › Section 17-19-1807 - Transition of Mutual Benefit Corporations to for Profit Status.

17-19-1807. Transition of mutual benefit corporations to for profit status.
(a) Any corporation organized under this chapter which is a mutual benefit corporation may become a corporation organized under the Wyoming Business Corporation Act by filing amended articles of incorporation complying with the Wyoming Business Corporation Act, providing that the corporation shall become a for profit corporation upon filing the amended articles or on a specific date set in the articles if:
(i) The members are entitled to reasonable notice of the impending change;
(ii) Any members dissenting from the change are entitled to the benefits dissenting shareholders would be entitled to under W.S. 17-16-1320 through 17-16-1331 in proportion to the members' rights to assets in the event of dissolution of the corporation;
(iii) The transition to for profit status shall not impair the obligation or liability of the corporation to others existing at the time of the transition of the corporation; and
(iv) The corporation is not a cooperative utility pursuant to the Wyoming Cooperative Utilities Act.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 20 - Wyoming Cooperative Utilities Act › Article 1 - General Provisions › Section 17-20-103 - Application of the Wyoming Nonprofit Corporation Act.

17-20-103. Application of the Wyoming Nonprofit Corporation Act.
Each cooperative utility shall be governed by the provisions of the Wyoming Nonprofit Corporation Act, W.S. 17-19-101 through 17-19-1807, except insofar as they may be inconsistent with the provisions of this act.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 20 - Wyoming Cooperative Utilities Act › Article 1 - General Provisions › Section 17-20-104 - Securities Act Exemption.

17-20-104. Securities Act exemption.
The provisions of chapter 4 of title 17 of the Wyoming statutes shall not apply to any note, bond or other evidence of indebtedness issued by any cooperative utility to the United States or any agency or any instrumentality thereof, to any mortgage or deed of trust executed to secure the same, or to the issuance of membership certificates or proxies by a cooperative utility.
B and C. [Reserved]
D. Definitions
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 20 - Wyoming Cooperative Utilities Act › Article 1 - General Provisions › Section 17-20-140 - General Definitions.

17-20-140. General definitions.
(a) As used in this act:
(i) "Cooperative utility" means a corporation organized under any law of this state or under the law of any other jurisdiction, for a purpose other than the conduct of business for profit and includes, but is not limited to, corporations organized to own, operate and maintain electric, telephone and television distribution systems primarily to its members;
(ii) "Patronage capital contributions" means all funds received and receivable from members from the furnishing of cooperative utility services in excess of operating costs and expenses properly chargeable against the furnishing of cooperative utility services;
(iii) "This act" means W.S. 17-20-101 through 17-20-1801.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 20 - Wyoming Cooperative Utilities Act › Article 2 - Organization › Section 17-20-202 - Articles of Incorporation.

17-20-202. Articles of incorporation.
(a) In addition to the requirements set forth in W.S. 17-19-202, each corporation organized under this act shall state, in its articles, that it is a cooperative utility.
(b) Each corporation incorporating under this act shall be considered a mutual benefit corporation and shall be subject to provisions governing mutual benefit corporations found in the Wyoming Nonprofit Corporation Act, except as provided in this act.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 20 - Wyoming Cooperative Utilities Act › Article 6 - Members and Memberships › Section 17-20-601 - Admission.

17-20-601. Admission.
(a) No person who is not an incorporator shall become a member of a cooperative utility unless the person agrees to use the services furnished by the cooperative utility on a continuing basis when such services shall be available through its facilities. The bylaws may provide that any person, including an incorporator, shall cease to be [a] member of the cooperative utility if the member fails or refuses to use the services made available by the cooperative utility, or if services are not made available to the member by the cooperative utility within the specified time after the person has become a member.
(b) The bylaws may prescribe additional qualifications and limitations in respect to membership.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 20 - Wyoming Cooperative Utilities Act › Article 7 - Members' Meetings and Voting › Section 17-20-722 - Quorum Requirements.

17-20-722. Quorum requirements.
Except for member votes on mergers, consolidations, sale or disposition of assets, and dissolutions, ten percent (10%) of all members of the cooperative utility present in person or by proxy or one hundred (100) members present in person, whichever is fewer, shall constitute a quorum for the transaction of business at all meetings of the members. If less than a quorum is present at any meeting, a majority of those present in person shall adjourn the meeting, but may reschedule the meeting with further notice.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 20 - Wyoming Cooperative Utilities Act › Article 7 - Members' Meetings and Voting › Section 17-20-728 - Election of Directors.

17-20-728. Election of directors.
The bylaws may provide that the territory in which a cooperative utility supplies service to its members shall be divided into two (2) or more director districts, and in respect to each such director district shall describe the boundaries thereof and designate the number of directors that shall be elected by the members residing therein.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 20 - Wyoming Cooperative Utilities Act › Article 7 - Members' Meetings and Voting › Section 17-20-729 - Amendment of Bylaws.

17-20-729. Amendment of bylaws.
(a) Notwithstanding W.S. 17-19-1021(a)(i) and (ii), a cooperative utility may amend its bylaws not inconsistent with its articles of incorporation by a two-thirds (2/3) vote of the board of directors after notice as required by this section.
(b) A cooperative utility shall provide notice of any meeting of the board of directors at which an amendment proposed under subsection (a) of this section is to be voted upon at least thirty (30) days before the meeting. The notice shall:
(i) State that a purpose of the meeting is to consider a proposed amendment to the bylaws;
(ii) Contain or be accompanied by a copy or summary of the amendment;
(iii) Be fair and reasonable. Fair and reasonable notice includes, but is not limited to, advertisement in a newspaper of general circulation within the cooperative utility's service area and direct mailings to members such as in a bill or other communication.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 20 - Wyoming Cooperative Utilities Act › Article 11 - Merger and Consolidation › Section 17-20-1103 - Merger of 2 or More Cooperative Utilities.

17-20-1103. Merger of 2 or more cooperative utilities.
Unless this act, the articles, bylaws or the board of directors or members, acting pursuant to W.S. 17-19-1103(c) require a greater vote, a plan of merger involving two (2) or more cooperative utilities to be adopted shall be approved as provided by W.S. 17-19-1103(a)(i) and (iii) and by the affirmative vote of not less than a majority of all of the members of each of the merging cooperative utilities.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 20 - Wyoming Cooperative Utilities Act › Article 11 - Merger and Consolidation › Section 17-20-1106 - Merger With Entity Other Than a Cooperative Utility.

17-20-1106. Merger with entity other than a cooperative utility.
(a) A cooperative utility may merge with any entity if:
(i) The merger is permitted by the law of the state or country under whose law the entity is organized and existing and each entity complies with that law in effecting the merger;
(ii) The entity complies with W.S. 17-19-1104 if it is the surviving corporation or entity;
(iii) The merger is approved by the affirmative vote of not less than two-thirds (2/3) of all of the members of the cooperative utility; and
(iv) The provisions in W.S. 17-20-1201 are met.
B. Consolidation
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 20 - Wyoming Cooperative Utilities Act › Article 11 - Merger and Consolidation › Section 17-20-1112 - Consolidation of 2 or More Cooperative Utilities.

17-20-1112. Consolidation of 2 or more cooperative utilities.
Unless this act, the articles, bylaws or the board of directors or members, acting pursuant to W.S. 17-19-1112(c) require a greater vote, a plan of consolidation involving two (2) or more cooperative utilities to be adopted shall be approved as provided by W.S. 17-19-1112(a)(i) and (iii) and by the affirmative vote of not less than a majority of all of the members of each of the consolidating cooperative utilities.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 20 - Wyoming Cooperative Utilities Act › Article 11 - Merger and Consolidation › Section 17-20-1115 - Consolidation With Entity Other Than a Cooperative Utility.

17-20-1115. Consolidation with entity other than a cooperative utility.
(a) A cooperative utility may consolidate with any entity if:
(i) The consolidation is permitted by the law of the state or country under whose law the entity is organized and existing and each entity complies with that law in effecting the consolidation;
(ii) The entity complies with 17-19-1113 if it is the new corporation or entity;
(iii) The consolidation is approved by the affirmative vote of not less than two-thirds (2/3) of all of the members of the cooperative utilities; and
(iv) The provisions in W.S. 17-20-1201 are met.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 20 - Wyoming Cooperative Utilities Act › Article 12 - Sale or Encumbrance of Assets › Section 17-20-1201 - Sale or Disposition of Assets of a Cooperative Utility.

17-20-1201. Sale or disposition of assets of a cooperative utility.
(a) A cooperative utility shall not sell, lease or otherwise dispose of all or any substantial portion of its property, when the action is not in the regular course of activities, except as provided in this section.
(b) Before a meeting is held to vote on approval of disposition of all or a substantial portion of cooperative utility property, the board of directors shall:
(i) Have the proposed disposition analyzed with respect to the effect on rates for utility services and the equity position of members. The analyses shall be performed by at least two (2) independent analysts with experience in utility rate setting and valuation of utility property;
(ii) Notify all cooperative utility members, at least ninety (90) days in advance, of a meeting to vote on disposition of cooperative utility property, enclosing a summary of the proposals for disposition of the property with the notice, and make available to any member the full proposal for inspection and copying at the principal office of the cooperative utility; and
(iii) The cooperative utility shall mail to all members of the cooperative utility a summary of any alternate purchase proposals that have been submitted within thirty (30) days of the meeting date, and make available to any member the full proposal for inspection and copying at the principal office of the cooperative utility.
(c) A two-thirds (2/3) affirmative vote of all the members of the cooperative utility is required for any sale or disposition under this article.
(d) This section is subject to the contractual obligations of the cooperative utility with power suppliers and other third parties.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 20 - Wyoming Cooperative Utilities Act › Article 12 - Sale or Encumbrance of Assets › Section 17-20-1202 - Mortgage or Encumbrance of Assets of a Cooperative Utility.

17-20-1202. Mortgage or encumbrance of assets of a cooperative utility.
(a) The board of directors, without authorization by the members, shall have full power and authority:
(i) To borrow monies from any source and in such amounts as the board may from time to time determine; and
(ii) To mortgage or otherwise pledge or encumber any or all of the cooperative utility's properties or assets as security therefor.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 20 - Wyoming Cooperative Utilities Act › Article 13 - Distributions to Members › Section 17-20-1301 - Patronage Capital Contributions, Allocations and Refunds; Deposits and Advance Payments.

17-20-1301. Patronage capital contributions, allocations and refunds; deposits and advance payments.
(a) Cooperative utilities organized under this act may make distributions to members in the form of patronage capital contributions, allocations and refunds. The bylaws shall provide for patronage capital contributions, allocations and refunds. Refunds may be made only at the discretion of the board of directors.
(b) Any patronage capital that has been retired, returned, refunded or tendered to a member of a cooperative that has remained unclaimed by the person appearing on the records of the cooperative entitled thereto for more than two (2) years, shall be determined to be unclaimed. Notwithstanding any other provision of law, including provisions pertaining to unclaimed property, unclaimed patronage capital shall be used by the cooperative for the benefit of the general membership of the cooperative.
(c) Notwithstanding W.S. 34-24-109 and any other provision of law, any deposit or advance payment that has been refunded, including any interest thereon, that has not been claimed by the member appearing on the records of the cooperative for more than five (5) years and for which the cooperative has made good faith efforts to deliver to the member shall be determined to be unclaimed. Notwithstanding any other provision of law, including provisions pertaining to unclaimed property, unclaimed refunds for deposits or advance payments shall be used by the cooperative utility for the benefit of the general membership of the cooperative. The right of an owner to unclaimed refunds for deposits or advance payments held by a cooperative utility is extinguished when the unclaimed refunds are used by the cooperative utility for the benefit of its general membership in accordance with this subsection. Nothing in this subsection precludes a cooperative utility from refunding subsequently claimed funds at the cooperative utility's discretion.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 20 - Wyoming Cooperative Utilities Act › Article 14 - Dissolution › Section 17-20-1402 - Dissolution by Directors, Members and Third Persons.

17-20-1402. Dissolution by directors, members and third persons.
Unless this act, the articles, bylaws or the board of directors or members, acting pursuant to W.S. 17-19-1402(c) require a greater vote, dissolution is authorized if it is approved as provided by W.S. 17-19-1402(a)(i) and (iii) and by the affirmative vote of not less than two-thirds (2/3) of all of the members of the cooperative utility.