reglab/statecodes huggingface dataset:
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 8 - Churches and Religious Societies Generally › Section 17-8-112 - Corporations; Creation and Powers Generally.

17-8-112. Corporations; creation and powers generally.
Upon making and filing for record articles of incorporation as herein provided, the person subscribing the same, and his successor in office by the name or title specified in the articles, shall thereafter be deemed, and is hereby created, a body politic and a corporation sole, with continual perpetual succession, and shall have power to acquire and possess, by donation, gift, bequest, devise, or purchase, and to hold and maintain property, real, personal, and mixed, and to grant, sell, convey, rent, or otherwise dispose of the same as may be necessary to carry on or promote the objects of the corporation; and shall have authority to borrow money and to give written obligations therefor, and to secure the payment thereof by mortgage or other lien, upon real or personal property, when necessary to promote said objects.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 8 - Churches and Religious Societies Generally › Section 17-8-113 - Corporations; Other Powers.

17-8-113. Corporations; other powers.
Such corporation shall have the power to contract and be contracted with, to sue and be sued, plead and be pleaded in all courts of justice, and to have and use a common seal by which all deeds and acts of such corporation may be authenticated.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 8 - Churches and Religious Societies Generally › Section 17-8-114 - Corporations; Execution of Deeds and Other Written Instruments.

17-8-114. Corporations; execution of deeds and other written instruments.
All deeds and other instruments of writing shall be made in the name of the corporation and signed by the person representing the corporation, in the official capacity designated in the articles of incorporation, and be sealed with the seal of the corporation, an impression of which seal shall be filed in the office of the secretary of state.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 8 - Churches and Religious Societies Generally › Section 17-8-115 - Corporations; Evidence of Corporate Existence.

17-8-115. Corporations; evidence of corporate existence.
The articles of incorporation, or a certified copy of those filed and recorded in the office of the secretary of state, shall be evidence of the existence of such corporation.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 8 - Churches and Religious Societies Generally › Section 17-8-116 - Corporations; Vesting of Title to Property in Successor; Filing of Certified Copy of Commission by Successor.

17-8-116. Corporations; vesting of title to property in successor; filing of certified copy of commission by successor.
In the event of the death or resignation of any such archbishop, bishop, president, trustee in trust, president of stake, president of congregation, overseer, presiding elder, or clergyman, or of his removal therefrom by the person or body having authority to remove him, when such person is at the time a corporation sole, his successor in office, as such corporation sole, shall be vested with the title to any and all property held by his predecessor, as such corporation sole, with like power and authority over the same, and subject to all the legal liabilities and obligations with reference thereto. Such successor shall file in the office of the county clerk of each county wherein any of said real property is situated, a certified copy of his commission, certificate or letter of election or appointment.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 8 - Churches and Religious Societies Generally › Section 17-8-117 - Vesting of Title to Property in Successor When Held Beneficially by Church Official and Not by Corporation.

17-8-117. Vesting of title to property in successor when held beneficially by church official and not by corporation.
In case of the death, resignation or removal of any such archbishop, bishop, president, trustee in trust, president of stake, president of congregation, overseer, presiding elder, or clergyman, who at the time of his death, resignation, or removal, was holding the title to trust property for the use or benefit of any church or religious society, and not incorporated as a corporation sole, the title to any and all such property held by him, of every nature and kind, shall not revert to the donor, nor vest in the heirs of such deceased person, but shall be deemed to be in abeyance, after such death, resignation, or removal, until his successor is duly appointed to fill such vacancy, and upon the appointment of such successor, the title to all the property held by his predecessor shall at once, without any other act or deed, vest in the person appointed to fill such vacancy.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 10 - Cooperative Marketing Associations › Article 1 - In General › Section 17-10-101 - Purpose of Chapter.

17-10-101. Purpose of chapter.
In order to promote, foster, and encourage the intelligent and orderly marketing of agricultural products through cooperation, and to eliminate speculation and waste; and to make the distribution of agricultural products as direct as can be efficiently done between producer and consumer; and to stabilize the marketing problems of agricultural products, this act is passed.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 10 - Cooperative Marketing Associations › Article 1 - In General › Section 17-10-102 - Definitions; Associations Deemed Nonprofit; Short Title.

17-10-102. Definitions; associations deemed nonprofit; short title.
(a) The term "agricultural products" shall include horticultural, viticultural, forestry, dairy, livestock, poultry, bee, and any farm products.
(b) The term "member" shall include actual members of associations without capital stock and holders of common stock in associations organized with capital stock.
(c) The term "association" or "cooperative" means any corporation organized under this act.
(d) The term "person" shall include individuals, firms, partnerships, corporations and associations.
(e) Associations organized hereunder shall be deemed nonprofit, inasmuch as they are not organized to make profits for themselves, as such, or for their members as such, but only for their members as producers.
(f) This act shall be referred to as the "Cooperative Marketing Act".
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 10 - Cooperative Marketing Associations › Article 1 - In General › Section 17-10-103 - Formation.

17-10-103. Formation.
Five (5) or more persons, qualified electors of the state of Wyoming, engaged in the production of agricultural products may form a nonprofit, cooperative association, with or without capital stock, under the provisions of this act.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 10 - Cooperative Marketing Associations › Article 1 - In General › Section 17-10-104 - Purposes.

17-10-104. Purposes.
An association may be organized to engage in any activity in connection with the marketing or selling of the agricultural products of its members, or with the harvesting, preserving, drying, processing, canning, packing, storing, handling, shipping, or utilization thereof, of the manufacturing or marketing of the by-products thereof; or in connection with the manufacturing, selling, or supplying to its members of machinery, equipment, or supplies; or in the financing of the above enumerated activities; or in any one (1) or more of the activities specified herein.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 10 - Cooperative Marketing Associations › Article 1 - In General › Section 17-10-105 - Certificate of Incorporation; Execution and Contents.

17-10-105. Certificate of incorporation; execution and contents.
(a) The incorporators shall sign and acknowledge, in the manner required for the signing and acknowledgment of deeds, a certificate of incorporation showing the following facts:
(i) The name of the cooperative;
(ii) The purpose of the cooperative;
(iii)(A) If organized without capital stock, whether the property rights of each member shall be equal or unequal; and if unequal, the articles shall set forth the general rule or rules applicable to all members by which the property rights and interests, respectively, of each member shall be determined and fixed; and the association shall have the power to admit new members who shall be entitled to share in the property of the association with the old members, in accordance with such general rule or rules. This provision of the articles of incorporation shall not be altered, amended, or repealed except by the written consent or the affirmative vote of three-fourths of the members;
(B) If organized with capital stock, the amount of such stock, the number of shares into which the capital stock is divided, and the par value of each share shall be given.
(iv) The period of duration for the cooperative, if the duration is not to be perpetual;
(v) The number of directors, not less than five (5) and the names of those who shall manage the concerns of the corporation for the first corporate year;
(vi) The name of the town or post office and the county where the principal office or place of business of the corporation shall be located;
(vii) Any further provisions, not inconsistent with law, which the incorporators may deem expedient to be embodied in such certificate.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 10 - Cooperative Marketing Associations › Article 1 - In General › Section 17-10-106 - Certificate of Incorporation; Filing; Fees; Commencement of Corporate Existence.

17-10-106. Certificate of incorporation; filing; fees; commencement of corporate existence.
The certificate of incorporation shall be filed in the office of the secretary of state. The fees for filing or recording such certificate shall be the same as in the case of corporations formed under the general corporation laws. The corporation shall come into existence upon the filing of its certificate in the office of the secretary of state.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 10 - Cooperative Marketing Associations › Article 1 - In General › Section 17-10-107 - Certificate of Incorporation; Amendment.

17-10-107. Certificate of incorporation; amendment.
The certificate of incorporation of any association organized under this act or which may elect to come under the provisions of this act may be amended in the following manner: the board of directors, by majority vote of its members, may pass a resolution setting forth the full text of the proposed amendment and also the full text of such section or sections as may be altered or repealed by such amendments. Upon such action by the board of directors, notice shall be mailed to each and every member containing a copy of the resolution so adopted, the full text of the proposed amendment and also the full text of such section or sections as will be altered or repealed by such amendment. Such notice shall also designate the time, not less than twenty (20) days from the mailing of such notice, and place of the meeting at which such proposed amendment shall be considered and voted upon. If a quorum of the members is registered as being present or represented by mail votes at such meeting, a majority of the members so present or represented by mail votes may adopt or reject such proposed amendment; provided that no amendment may be adopted inconsistent with W.S. 17-10-104. Such amendments shall be put into effect by the directors, who shall sign and acknowledge and file, as above provided by the general corporation law of this state, new or revised certificates containing such amendments and superseding the original certificate.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 10 - Cooperative Marketing Associations › Article 1 - In General › Section 17-10-108 - Applicability of General Corporation Law Relative to Notice for Service of Process.

17-10-108. Applicability of general corporation law relative to notice for service of process.
Public notice of the filing of the original certificate and of all amended certificates shall be given in like manner as that required in the case of corporations formed under the general corporation law. The corporation shall also designate an agent and office for the service of papers and processes as required by the general corporation law.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 10 - Cooperative Marketing Associations › Article 1 - In General › Section 17-10-109 - Powers.

17-10-109. Powers.
(a) Each cooperative formed under the provisions of this article shall have power:
(i) To have succession by its corporate name for the period limited in its certificate;
(ii) To sue and be sued, complain and defend in any court;
(iii) To establish and use a common seal and alter the same;
(iv) To hold, purchase and convey such real and personal property as the purpose of the corporation may require, including stock or membership in subsidiary, allied or similar cooperative corporations within or without this state;
(v) To appoint such officers and agents as the business may require, including in every case, a president and a secretary, and to fix their compensation;
(vi) To make bylaws not inconsistent with law for the management of its property, the regulation of its business and the transfer of its stock or membership;
(vii) To engage in any activity in connection with producing, marketing, selling, preserving, drying, processing, canning, packing, handling, storing or utilization of any agricultural products of its members; or the manufacturing or marketing of the by-products thereof; or in connection with the purchase, hiring or use by its members of supplies, machinery or equipment, or in the financing of such activities, or in any one (1) or more of the activities specified in this paragraph;
(viii) To borrow money and to make advances to members upon products of members in the hands of the association;
(ix) To act as agent or representative of any member or members in any of the activities mentioned in paragraphs (vii) and (viii) of this subsection;
(x) To purchase or otherwise acquire, and to hold, own and exercise all rights of ownership in, and to sell, transfer or pledge shares of the capital stock or bonds, or memberships of any corporation or association organized under this act;
(xi) To establish reserves and invest the funds thereof in bonds or such other property as may be provided in the bylaws;
(xii) To do each and everything necessary, suitable or proper for the accomplishment of any one (1) of the purposes or the attainment of any one (1) or more of the objects herein enumerated; and to contract accordingly; and in addition to exercise and possess all powers, rights and privileges necessary or incidental to the purposes for which the association is organized or to the activities in which it is engaged; and in addition any other rights, powers and privileges granted by the laws of this state to ordinary corporations, except such as are inconsistent with the express provisions of this act; and to do any such things anywhere.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 10 - Cooperative Marketing Associations › Article 1 - In General › Section 17-10-110 - Members and Stock Generally.

17-10-110. Members and stock generally.
(a) When a member of an association established without capital stock has paid his membership fee in full, he shall receive a certificate of membership.
(b) No association shall issue stock to a member until it has been fully paid for. The promissory notes of the members may be accepted by the association as full or partial payment. The association shall hold the stock as security for the payment of the note, but such retention of security shall not affect the members' right to vote.
(c) Except for debts lawfully contracted between him and the association, no member shall be liable for the debts of the association to an amount exceeding the sum remaining unpaid on his membership fee or his subscription to the capital stock, including any unpaid balance on any promissory notes given in payment thereof.
(d) No stockholder of a cooperative association shall hold more than twenty percent (20%) of the common stock of the association; and the association, in its bylaws, may limit the amount of common stock which one (1) member may own to any amount less than twenty percent (20%) of the common stock.
(e) No member or stockholder shall be entitled to more than one (1) vote.
(f) The bylaws shall prohibit the transfer of the common stock or membership of the association to persons not engaged in the production of the agricultural products handled by the association, and such restrictions must be printed upon every certificate of stock or membership certificate subject thereto.
(g) Any association organized with stock under this act may issue preferred stock, without the right to vote, and bearing a rate of interest not to exceed eight percent (8%). Such stock may be redeemable or retireable by the association on such terms and conditions as may be provided for by the certificate of incorporation and printed on the face of the certificate.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 10 - Cooperative Marketing Associations › Article 1 - In General › Section 17-10-111 - Management by Board of Directors; Composition and Election of Board; Terms of Office.

17-10-111. Management by board of directors; composition and election of board; terms of office.
The stock, property and concerns of such corporation shall be managed by the board of directors who shall be respectively members, stockholders or subscribers for stock and who shall, after the first corporate year, be annually elected by the members or stockholders at such time and place as shall be provided by the bylaws. The bylaws may provide that the directors be elected for staggered terms not to exceed three (3) years. Directors shall hold office until their successors have been elected and qualified. The bylaws may provide that the territory in which the association has members shall be divided into districts, and the directors shall be elected according to such districts. In such case the bylaws shall specify the number of directors to be elected by each district, the manner and method of reapportioning the directors and redistricting the territory covered by the association. The bylaws may provide that primary elections should be held in each district to elect the directors apportioned to such district, and the result of all such primary elections must be ratified by the next regular meeting of the association.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 10 - Cooperative Marketing Associations › Article 1 - In General › Section 17-10-112 - Regular Meetings; Calling of Special Meetings; Notice of Meetings.

17-10-112. Regular meetings; calling of special meetings; notice of meetings.
In its bylaws each association shall provide for one (1) or more regular meetings annually. The board of directors shall have the right to call a special meeting at any time, and ten percent (10%) of the members or stockholders may file a petition stating the specific business to be brought before the association, and demand a special meeting at any time. Such meeting must thereupon be called by the board of directors. Notice of all meetings, together with a statement of the purposes thereof, shall be mailed to each member at least twenty (20) days prior to the meeting. Provided, however, that the bylaws may require instead that such notice may be given by publication in a newspaper of general circulation, published at the principal place of business of the association. Date of publication of such meeting is to be at least twenty (20) days before the date of such meeting.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 10 - Cooperative Marketing Associations › Article 1 - In General › Section 17-10-113 - Removal of Officers or Directors.

17-10-113. Removal of officers or directors.
(a) Any member may bring charges against an officer or director by filing them in writing with the secretary of the association, together with a petition signed by ten percent (10%) of the members, requesting the removal of the officer or director in question. The removal shall be voted upon at the next regular or special meeting of the association, and by a vote of a majority of the members of the association, the association may remove the officer or director and fill the vacancy. The director or officer against whom such charges have been brought shall be informed in writing of the charges previous to the meeting, and shall have an opportunity at the meeting, to be heard in person or by counsel, and to present witnesses; and the person or persons bringing the charges against him shall have the same opportunity.
(b) In case the bylaws provide for the election of directors by districts, with primary elections in each district, then the petition for the removal of a director must be signed by twenty percent (20%) of the members residing in the district from which he was elected. The board of directors must call a special meeting of the members residing in that district to consider the removal of the director. By a vote of the majority of the members of that district, the director in question shall be removed from office.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 10 - Cooperative Marketing Associations › Article 1 - In General › Section 17-10-114 - Liability of Directors for Excess of Indebtedness Over Assets or Capital.

17-10-114. Liability of directors for excess of indebtedness over assets or capital.
If the indebtedness of such corporation shall at any time exceed the amount of the assets of a nonstock corporation or the amount of subscribed capital stock of a stock company, the directors assenting thereto shall be personally and individually liable for such excess to the creditors.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 10 - Cooperative Marketing Associations › Article 1 - In General › Section 17-10-115 - Apportionment of Net Profits by Directors of Corporation With Capital Stock.

17-10-115. Apportionment of net profits by directors of corporation with capital stock.
(a) The directors in any cooperative association organized under this article may set aside a portion of net income to create or maintain a capital reserve as they see fit or may set aside none, in their discretion. In addition to a capital reserve, the board may:
(i) Set aside an amount not to exceed five percent (5%) of the annual net income of the cooperative association for:
(A) Promoting and encouraging cooperative organization;
(B) Promotion, education or research activities which are beneficial to the cooperative, its members and products; and
(C) Any other endeavor or effort which the board deems is in the best interests of the cooperative or its members.
(ii) Establish and accumulate reserves for new buildings, machinery and equipment depreciation, losses and other purposes.
(b) Repealed By Laws 2001, Ch. 144, 4.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 10 - Cooperative Marketing Associations › Article 1 - In General › Section 17-10-117 - Sales Contracts With Members.

17-10-117. Sales contracts with members.
Any association organized under this act, as agent to sell the products of members or purchase supplies for members may operate upon a nonprofit basis by contracting to pay the members, for products sold by said members to or through the association, the resale price minus a uniform charge to cover the expenses involved in the handling of said products; there shall also be set aside for a reserve fund a small percentage of the sale price, said percentage to be fixed by the bylaws; resale price to be the actual resale price to be based upon the average price during any period for products of the same type and quality; the uniform charges for expenses to be specified in the contract or made otherwise ascertainable or left for determination by the directors.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 10 - Cooperative Marketing Associations › Article 1 - In General › Section 17-10-118 - Liability of Directors Upon Payment of Dividends or Appointment When Corporation Insolvent; Exception.

17-10-118. Liability of directors upon payment of dividends or appointment when corporation insolvent; exception.
If the directors of any corporation organized under this act shall declare and pay any dividend or apportionment of earnings or profits to members or nonmembers when the corporation is insolvent or when it would be rendered insolvent by such payment, such directors shall be jointly and severally liable for all debts of the corporation then existing and for all such debts thereafter incurred while they shall respectively continue in office. Any director may relieve himself from such liability at any time before the time fixed for the payment of such dividend or apportionment by filing a certificate in writing of his objection with the secretary of the corporation, and with the county clerk of the county in which the principal office is located.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 10 - Cooperative Marketing Associations › Article 1 - In General › Section 17-10-119 - Preparation and Disposition of Financial Statement.

17-10-119. Preparation and disposition of financial statement.
At the time of each dividend or apportionment of profits, and at least once in every year, the directors shall cause to be prepared a statement showing the financial condition of the corporation. This statement shall be in such form as shall fully exhibit the assets and liabilities of the corporation; its earnings and profits, purchases and sales, expenses and outlays, for the period covered by such dividend, apportionment of earnings, or yearly statement, and this statement, shall be in such form that good understanding of the financial condition of said company may be obtained from such statement. The directors shall cause one (1) copy of this statement to be mailed to each member or stockholder of the corporation and one (1) copy to be kept on file with the secretary where the same may be examined by any member of the corporation at all reasonable times.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 10 - Cooperative Marketing Associations › Article 1 - In General › Section 17-10-121 - Marketing Contracts Generally.

17-10-121. Marketing contracts generally.
(a) The association and its members may make and execute marketing contracts, requiring the members to sell, for a period of time, not over ten (10) years, all or any specified part of their agricultural products or specified commodities exclusively to or through the association or any facilities to be created by the association. The contract may provide that the association may sell or resell the products of its members, with or without taking title thereto, and pay over to its members the resale price, after deducting all necessary selling, overhead, and other costs and expenses, if any; and other proper reserves; and in interest not exceeding six percent (6%) per annum upon common stock.
(b) The bylaws of the marketing contract may fix, as liquidated damages, specified sums to be paid by the member or stockholder to the association upon the breach by him of any provision of the marketing contract regarding the sale or delivery or withholding of products; and may further provide that the member will pay all costs, premiums for bonds, expenses or fees in case any action is brought upon the contract by the association; and any such provision shall be valid and enforceable in the courts of this state.
(c) In the event of any such breach or threatened breach of such marketing contract by a member, the association shall be entitled to an injunction to prevent the further breach of the contract, and to a decree of specific performance thereof. Pending the adjudication of such an action, and upon filing a certified complaint, showing the breach or threatened breach, and upon filing a sufficient bond, the association shall be entitled to a temporary restraining order and preliminary injunction against the member.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 10 - Cooperative Marketing Associations › Article 1 - In General › Section 17-10-122 - Inducing Breach of Marketing Contract or Spreading False Reports of Finances or Management; Penalty.

17-10-122. Inducing breach of marketing contract or spreading false reports of finances or management; penalty.
Any person who, or any corporation whose officers or employees knowingly induces or attempts to induce any member or stockholder of an association organized hereunder to breach his marketing contract with the association, or who maliciously and knowingly spreads false reports about the finances or management thereof, shall be guilty of a misdemeanor and subject to a fine of not less than one hundred dollars ($100.00), and not more than one thousand dollars ($1,000.00), for each such offense and shall be liable to the association aggrieved in a civil suit in the penal sum of five hundred dollars ($500.00) for each such offense; provided, that this section shall not apply to a bona fide creditor of such association, or the agent or attorney of any such bona fide creditor, endeavoring to make collections of the indebtedness.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 10 - Cooperative Marketing Associations › Article 1 - In General › Section 17-10-123 - Legality of Associations.

17-10-123. Legality of associations.
No association organized hereunder shall be deemed to be a combination in restraint of trade or an illegal monopoly; or an attempt to lessen competition or fix prices arbitrarily, nor shall the marketing contracts or agreements between the association and its members, or any agreements authorized in this act be considered illegal or in restraint of trade.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 10 - Cooperative Marketing Associations › Article 1 - In General › Section 17-10-124 - Applicability of Conflicting Laws.

17-10-124. Applicability of conflicting laws.
Any provisions of law which are in conflict with this act shall not be construed as applying to the associations herein provided for.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 10 - Cooperative Marketing Associations › Article 1 - In General › Section 17-10-125 - Applicability of General Corporation Laws.

17-10-125. Applicability of general corporation laws.
The provisions of the general corporation laws of this state, and all powers and rights thereunder, shall apply to the associations organized hereunder, except where such provisions are in conflict with or inconsistent with the express provisions of this act.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 10 - Cooperative Marketing Associations › Article 1 - In General › Section 17-10-126 - Agricultural Product Marketing Contract.

17-10-126. Agricultural product marketing contract.
A cooperative organized under the provisions of this article and its patron members or patrons may make and execute a marketing contract under W.S. 17-10-214.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 10 - Cooperative Marketing Associations › Article 2 - Processing Cooperative › Section 17-10-203 - Filing Fee; Rules and Regulations; Annual Reports and License Taxes.

17-10-203. Filing fee; rules and regulations; annual reports and license taxes.
(a) Unless otherwise provided, the filing fee for documents filed under this article with the secretary of state shall be subject to the provisions of W.S. 17-16-122. The secretary of state shall promulgate rules and regulations necessary to implement the provisions of this article.
(b) The provisions of W.S. 17-16-1630 regarding the filing of reports, license taxes and records shall apply to cooperatives formed under this article.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 10 - Cooperative Marketing Associations › Article 2 - Processing Cooperative › Section 17-10-204 - Registered Agent; Change of Registered Office or Registered Agent.

17-10-204. Registered agent; change of registered office or registered agent.
(a) Each cooperative shall have and continuously maintain in this state:
(i) A registered office as provided in W.S. 17-28-101 through 17-28-111;
(ii) A registered agent as provided in W.S. 17-28-101 through 17-28-111.
(b) Repealed by Laws 2008, Ch. 90, 3.
(c) Repealed by Laws 2008, Ch. 90, 3.
(d) Repealed by Laws 2008, Ch. 90, 3
(e) If any cooperative has failed for thirty (30) days to appoint and maintain a registered agent in this state, or has failed for thirty (30) days after change of its registered office or registered agent to file in the office of the secretary of state a statement of the change it shall be deemed to be transacting business within this state without authority and to have forfeited any franchises, rights or privileges acquired under the laws thereof and the forfeiture shall be made effective in the following manner. The secretary of state shall provide by first class mail or by electronic means a notice of its failure to comply with aforesaid provisions. Unless compliance is made within thirty (30) days of mailing or electronic submission of the notice, the cooperative shall be deemed defunct and to have forfeited its certificate of organization acquired under the laws of this state. Provided, that any defunct cooperative may at any time within two (2) years after the forfeiture of its certificate, in the manner herein provided, be revived and reinstated, by filing the necessary statement under this act and paying a reinstatement fee established by the secretary of state by rule, together with a penalty of one hundred dollars ($100.00). The reinstatement fee shall not exceed the costs of providing the reinstatement service. The cooperative shall retain its registered name during the two (2) year reinstatement period under this section.
(f) The provisions of W.S. 17-28-101 through 17-28-111 shall apply to all cooperatives.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 10 - Cooperative Marketing Associations › Article 2 - Processing Cooperative › Section 17-10-205 - Organizational Purpose.

17-10-205. Organizational purpose.
A cooperative may be formed and organized on a cooperative plan as provided under this article to market, process, or otherwise change the form or marketability of crops, livestock and other agricultural products, including manufacturing and further processing of those products and other purposes that are necessary or convenient to facilitate the production or marketing of agricultural products by patron members and other purposes that are related to the business of the cooperative.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 10 - Cooperative Marketing Associations › Article 2 - Processing Cooperative › Section 17-10-206 - Organizers.

17-10-206. Organizers.
A cooperative may be organized by one (1) or more organizers who shall be adult natural persons, who may act for themselves as individuals or as the agents of other entities. The organizers forming the cooperative need not be members of the cooperative.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 10 - Cooperative Marketing Associations › Article 2 - Processing Cooperative › Section 17-10-207 - Cooperative Name.

17-10-207. Cooperative name.
(a) The name of a cooperative shall distinguish the cooperative upon the records in the office of the secretary of state from the name of a domestic business entity or a foreign business entity, authorized or registered to do business in this state or a name the right to which is, at the time of organization, reserved or provided for by law.
(b) The cooperative name shall be reserved for the cooperative during its existence.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 10 - Cooperative Marketing Associations › Article 2 - Processing Cooperative › Section 17-10-209 - Amendment of Articles.

17-10-209. Amendment of articles.
(a) The articles of a cooperative shall be amended as follows:
(i) The board by majority vote shall pass a resolution stating the text of the proposed amendment. The text of the proposed amendment and an attached mail ballot, if the board has provided for a mail ballot in the resolution or alternative method approved by the board and stated in the resolution, shall be mailed or distributed with a regular or special meeting notice to each member. The notice shall designate the time and place of the meeting for the proposed amendment to be considered and voted on;
(ii) If a quorum of the members is registered as being present or represented by alternative vote at the meeting, the proposed amendment is adopted:
(A) If approved by a majority of the votes cast; or
(B) For a cooperative with articles or bylaws requiring more than majority approval or other conditions for approval, the amendment is approved by a proportion of the votes cast or a number of total members as required by the articles or bylaws and the conditions for approval in the articles or bylaws have been satisfied.
(b) After an amendment has been adopted by the members, the amendment shall be signed by the chair, vice-chair, records officer, or assistant records officer and a copy of the amendment filed in the office of the secretary of state.
(c) A certificate shall be prepared stating:
(i) The vote and meeting of the board adopting a resolution of the proposed amendment;
(ii) The notice given to members of the meeting at which the amendment was adopted;
(iii) The quorum registered at the meeting; and
(iv) The vote cast adopting the amendment.
(d) The certificate shall be signed by the chair, vice-chair, records officer or financial officer and filed with the records of the cooperative.
(e) A majority of directors may amend the articles if the cooperative does not have any members with voting rights.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 10 - Cooperative Marketing Associations › Article 2 - Processing Cooperative › Section 17-10-210 - Amendment of Organizational Documents to Be Governed by This Article.

17-10-210. Amendment of organizational documents to be governed by this article.
(a) A business entity organized and doing business under other statutes of this state or under the laws of other states that has or will conduct business as a cooperative may become subject to this article by amending its organizational documents to conform to the requirements of articles of organization under this article.
(b) A business entity organized under other statutes of this state may amend its articles in the manner provided under the statute that it is governed by for the adoption of amendments to comply with the provisions of this article and file the amended articles with the secretary of state to be a cooperative governed under this article. The status of the business entity under the other statutes terminates with the filing of articles to be governed under this article.
(c) A business entity organized under laws of other states shall amend its organizational documents in the manner required by the laws of the state where it was organized to comply with the provisions of this article. After the organizational documents are amended, the business entity shall file a certified copy of the organizational documents as amended with the secretary of state to comply with the provisions of this article with the fees and requirements prescribed for filing articles. After filing, the business entity is a cooperative in this state organized under and subject to the provisions of this article.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 10 - Cooperative Marketing Associations › Article 2 - Processing Cooperative › Section 17-10-211 - Existence.

17-10-211. Existence.
(a) The existence of a cooperative shall begin when the articles are filed with the secretary of state.
(b) A cooperative shall have a perpetual duration unless the cooperative provides for a limited period of duration in the articles of organization.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 10 - Cooperative Marketing Associations › Article 2 - Processing Cooperative › Section 17-10-212 - Bylaws.

17-10-212. Bylaws.
(a) A cooperative shall have bylaws governing the cooperative's business affairs, structure, the qualifications, classification, rights and obligations of members, and the classifications, allocations and distributions of membership interests.
(b) The bylaws of a cooperative may be adopted or amended by the directors as provided in subsection (c) of this section, or at a regular or special members' meeting if:
(i) The notice of the meeting contains a statement that the bylaws or restated bylaws will be voted upon and copies are included with the notice, or copies are available upon request from the cooperative and summary statement of the proposed bylaws or amendment is included with the notice;
(ii) A quorum is registered as being present or represented by mail or alternative voting method if the mail or alternative voting method is authorized by the board; and
(iii) The bylaws or amendment is approved by a majority vote cast, or for a cooperative with articles or bylaws requiring more than majority approval or other conditions for approval, the bylaws or amendment is approved by a proportion of the vote cast or a number of the total members as required by the articles or bylaws and the conditions for approval in the articles or bylaws have been satisfied.
(c) Until the next annual or special members' meeting, the majority of directors may adopt and amend bylaws for the cooperative that are consistent with subsection (d) of this section which may be further amended or repealed by the members at an annual or special members' meeting.
(d) Bylaws may contain any provision relating to the management or regulation of the affairs of the cooperative that are not inconsistent with law or the articles, and shall include the following:
(i) The number of directors, and the qualifications, manner of election, powers, duties, and compensation, if any, of directors;
(ii) The qualifications of members and any limitations on their number;
(iii) The manner of admission, withdrawal, suspensions, and expulsion of members;
(iv) Generally the governance rights, financial rights, assignability of governance and financial rights, and other rights, privileges and obligations of members and their membership interests, which may be further described in member control agreements.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 10 - Cooperative Marketing Associations › Article 2 - Processing Cooperative › Section 17-10-217 - Election of Directors.

17-10-217. Election of directors.
(a) Directors shall be elected for the term, at the time, and in the manner provided in this section and the bylaws. A majority of the directors shall be members and at least one (1) director shall be elected exclusively by the members holding patron membership interests. The voting authority of the directors may be allocated according to allocation units or equity classifications of the cooperative provided that at least one-half (1/2) of the voting power on general matters of the cooperative shall be allocated to one (1) or more directors elected by members holding patron membership interests or in the alternative the one (1) or more directors elected by the members holding patron membership interests shall have an equal or shall not have a minority voting power on general matters of the cooperative.
(b) Directors shall be elected at the regular members' meeting for the terms of office prescribed in the bylaws. Except for directors elected at district meetings, all directors shall be elected at the regular members' meeting.
(c) For a cooperative with districts or other units, members may elect directors on a district or unit basis if provided in the bylaws. The directors may be nominated or elected at district meetings if provided in the bylaws. Directors who are nominated at district meetings shall be elected at the annual regular members' meeting by vote of the entire membership, unless the bylaws provide that directors who are nominated at district meetings are to be elected by vote of the members of the district at the annual regular members' meeting.
(d) The following shall apply to alternative voting:
(i) A member may not vote other than by their presence at a meeting for a director unless alternative voting is authorized for election of directors by the articles or bylaws;
(ii) The ballot shall be in a form prescribed by the board;
(iii) The member shall mark the ballot for the candidate chosen and mail the ballot to the cooperative in a sealed plain envelope inside another envelope bearing the member's name, or shall vote in the alternative manner prescribed by the board;
(iv) If the ballot of the member is received by the cooperative on or before the date of the regular members' meeting, the ballot shall be accepted and counted as the vote of the absent member.
(e) If a member of a cooperative is not a natural person, and the bylaws do not provide otherwise, the member may appoint or elect one (1) or more natural persons to be eligible for election as a director to the board.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 10 - Cooperative Marketing Associations › Article 2 - Processing Cooperative › Section 17-10-218 - Filling Vacancies.

17-10-218. Filling vacancies.
If a patron member director's position becomes vacant for a director that was elected by patron members, the board shall appoint a patron member of the cooperative to fill the director's position until the next regular or special members' meeting. If the vacating director was not a patron member, the board shall appoint a patron member to fill the vacant position. At the next regular or special members' meeting, the members or patron members shall elect a director to fill the unexpired term of the vacant director's position.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 10 - Cooperative Marketing Associations › Article 2 - Processing Cooperative › Section 17-10-219 - Removal of Directors.

17-10-219. Removal of directors.
The members electing a director may remove the director at a members' meeting for cause related to the duties of the position of director and fill the vacancy caused by the removal.