Chapter 19 - Wyoming Nonprofit Corporation Act
CHAPTER 19 - WYOMING NONPROFIT CORPORATION ACT
ARTICLE 1 - GENERAL PROVISIONS
17-19-101. Short title.
Thisact shall be known and may be cited as the "Wyoming Nonprofit CorporationAct."
17-19-102. Reservation of power to amend or repeal.
Thelegislature shall have the power to amend or repeal all or part of this act atany time and all domestic and foreign corporations subject to this act shall begoverned by the amendment or repeal.
17-19-120. Filing requirements.
(a) A document shall satisfy the requirements of this section,and of any other section that adds to or varies these requirements, to beentitled to filing by the secretary of state.
(b) This act shall require or permit filing the document in theoffice of the secretary of state.
(c) The document shall contain the information required by thisact. It may contain other information as well.
(d) The document shall be typewritten or printed.
(e) The document shall be in the English language. However, acorporate name need not be in English if written in English letters or Arabicor Roman numerals, and the certificate of existence required of foreigncorporations need not be in English if accompanied by an English translationacceptable to the secretary of state.
(f) The document shall be executed:
(i) By the chairman of the board of directors of a domestic orforeign corporation, by its president or by another of its officers;
(ii) If directors have not been selected or the corporation hasnot been formed, by an incorporator; or
(iii) If the corporation is in the hands of a receiver, trusteeor other court-appointed fiduciary, by that fiduciary.
(g) The person executing a document shall sign it manually andshall state beneath or opposite the signature his name and the capacity inwhich he signs. The document may, but need not, contain:
(i) The corporate seal;
(ii) An attestation by the secretary or an assistant secretary;or
(iii) An acknowledgment, verification or proof.
(h) If the secretary of state has prescribed a mandatory formfor a document under W.S. 17-19-121, the document shall be in or on theprescribed form.
(j) The document shall be delivered to the office of thesecretary of state for filing and shall be accompanied by:
(i) One (1) exact or conformed copy (except as provided in W.S.17-28-103);
(ii) The correct filing fee; and
(iii) Any franchise tax, license fee or penalty required by thisact or other law.
17-19-121. Forms.
(a) If the secretary of state so requires, use of formsprovided by the secretary of state pursuant to this subsection is mandatory. The secretary of state may prescribe and furnish on request forms for:
(i) An application for a certificate of existence;
(ii) A foreign corporation's application for a certificate ofauthority to transact business in this state;
(iii) A foreign corporation's application for a certificate ofwithdrawal;
(iv) The annual report;
(v) A foreign corporation's application for a certificate ofcontinuance; and
(vi) A foreign corporation's application for certificate ofdomestication.
(b) The secretary of state may prescribe and furnish on requestforms for other documents required or permitted to be filed by this act buttheir use is not mandatory.
17-19-122. Filing, service and copying fees.
(a) The secretary of state shall collect the following feeswhen the documents described in this subsection are delivered for filing:
Document Fee
(i) Articles of Incorporation------------------ $25.00
(ii) Corporation's statement of change of registered agent orregistered office or both...................$ 3.00
(iii) Agent's statement of change of registered office for eachaffected corporation.................$ 3.00
(iv) Amendment of articles of incorporation...$ 3.00
(v) Application for certificate ofauthority..$10.00
(vi) Application for certificate of existence orauthorization........................................$ 3.00
(b) The secretary of state shall collect a fee of five dollars($5.00) upon being served with process under this act.
(c) The secretary of state shall set and collect comparablefiling, service and copying fees for those documents not listed in subsection(a) of this section.
17-19-123. Effective date of document.
(a) Except as provided in subsection (b) of this section, adocument is effective:
(i) At the time of filing on the date it is filed, as evidencedby the secretary of state's endorsement on the original document; or
(ii) At the time specified in the document as its effective timeon the date it is filed.
(b) A document may specify a delayed effective time and date,and if it does so the document becomes effective at the time and datespecified. If a delayed effective date but no time is specified, the documentis effective at the close of business on that date. A delayed effective datefor a document may not be later than the 90th day after the date filed.
17-19-124. Correcting filed document.
(a) A domestic or foreign corporation may correct a documentfiled by the secretary of state if the document:
(i) Contains an incorrect statement; or
(ii) Was defectively executed, attested, sealed, verified oracknowledged.
(b) A document is corrected:
(i) By preparing articles of correction that:
(A) Describe the document, including its filing date, or attacha copy of the document to the articles of correction;
(B) Specify the incorrect statement and the reason it isincorrect or the manner in which the execution was defective; and
(C) Correct the incorrect statement or defective execution.
(ii) By delivering the articles of correction to the secretaryof state for filing.
(c) Articles of correction are effective on the effective dateof the document they correct except as to persons relying on the uncorrecteddocument and adversely affected by the correction. As to those persons,articles of correction are effective when filed.
17-19-125. Filing duty of secretary of state.
(a) If a document delivered to the office of the secretary ofstate for filing satisfies the requirements of W.S. 17-19-120, the secretary ofstate shall file it.
(b) The secretary of state files a document by stamping orotherwise endorsing "Filed," together with his name and officialtitle and the date and the time of filing, on both the original and copy of thedocument and on the receipt for the filing fee. After filing a document,except as provided in W.S. 17-28-103, the secretary of state shall deliver thedocument copy, with the filing fee receipt (or acknowledgment of receipt if nofee is required) attached, to the domestic or foreign corporation or itsrepresentative. The secretary of state, in his discretion, may issue acertificate evidencing the filing of a document upon the payment of therequisite fee.
(c) If the secretary of state refuses to file a document heshall return it to the domestic or foreign corporation or its representativewithin five (5) days after the document was delivered, together with a brief,written explanation of the reason or reasons for his refusal.
(d) The secretary of state's duty to file documents under thissection is ministerial. Filing or refusal to file a document does not:
(i) Affect the validity or invalidity of the document in wholeor in part;
(ii) Relate to the correctness or incorrectness of informationcontained in the document; or
(iii) Create a presumption that the document is valid or invalidor that information contained in the document is correct or incorrect.
17-19-126. Appeal from secretary of state's refusal to file document.
(a) If the secretary of state refuses to file a documentdelivered to his office for filing, the domestic or foreign corporation may,within thirty (30) days after the return of the document, appeal the refusal tothe district court of the county where the corporation's principal office islocated in the state or, if the corporation does not have a principal office inthe state, the district court of the county where its registered office is orwill be located, or the district court of the county of residence of anincorporator for a domestic corporation, or in the district court of Laramiecounty. The appeal is commenced by petitioning the court to compel filing thedocument and by attaching to the petition the document and the secretary ofstate's explanation of his refusal to file.
(b) The court may summarily order the secretary of state tofile the document or take other action the court considers appropriate.
(c) The court's final decision may be appealed as in othercivil proceedings.
17-19-127. Evidentiary effect of copy of filed document.
Acertificate attached to a copy of a document filed by the secretary of state,bearing his signature (which may be in facsimile) and the seal of this state,is conclusive evidence that the original document is on file with the secretaryof state.
17-19-128. Certificate of existence.
(a) Any person may apply to the secretary of state to furnish acertificate of existence for a domestic or foreign corporation.
(b) The certificate of existence sets forth:
(i) The domestic corporation's corporate name or the foreigncorporation's corporate name used in this state;
(ii) That:
(A) The domestic corporation is duly incorporated under the lawof this state, the date of its incorporation, and the period of its duration ifless than perpetual; or
(B) The foreign corporation is authorized to transact businessin this state.
(iii) That all fees, taxes and penalties owed to this state havebeen paid, if:
(A) Payment is reflected in the records of the secretary ofstate; and
(B) Nonpayment affects the good standing of the domestic orforeign corporation.
(iv) That its most recent annual report required by W.S.17-19-1630 has been delivered to the secretary of state;
(v) That articles of dissolution have not been filed; and
(vi) Other facts of record in the office of the secretary ofstate that may be requested by the applicant.
(c) Subject to any qualification stated in the certificate, acertificate of existence issued by the secretary of state may be relied upon asconclusive evidence that the domestic or foreign corporation is in existence oris authorized to transact business in this state.
(d) The term "certificate of existence" is synonymouswith the term "certificate of good standing."
17-19-129. Penalty for signing false document.
(a) A person commits an offense if he signs a document he knowsis false in any material respect with intent that the document be delivered tothe secretary of state for filing.
(b) An offense under this section is a misdemeanor and shall bepunished by a fine not exceeding one thousand dollars ($1,000.00), or by imprisonmentnot exceeding six (6) months, or both.
17-19-130. Powers.
Thesecretary of state has the power reasonably necessary to perform the dutiesrequired of him by this act. The secretary of state shall promulgatereasonable forms, rules and regulations necessary to carry out the purposes ofthis act.
17-19-140. General definitions.
(a) As used in this act:
(i) "Approved by (or approval by) the members" meansapproved or ratified by the affirmative vote of a majority of the votesrepresented and voting at a duly held meeting at which a quorum is present(which affirmative votes also constitute a majority of the required quorum) orby a written ballot or written consent in conformity with this act or by theaffirmative vote, written ballot or written consent of such greater proportion,including the votes of all the members of any class, unit or grouping as may beprovided in the articles, bylaws or this act for any specified member action;
(ii) "Articles of incorporation" or"articles" include amended and restated articles of incorporation andarticles of merger;
(iii) "Board" or "board of directors" meansthe board of directors except that no person or group of persons are the boardof directors because of powers delegated to that person or group pursuant toW.S. 17-19-801, and includes any person or group under whose authoritycorporate powers are exercised and under whose direction the affairs of thecorporation are managed, regardless of the name of the person or group whetherit be trustees, regents, overseers or some other name;
(iv) "Bylaws" means the code or codes of rules (otherthan the articles) adopted pursuant to this act for the regulation ormanagement of the affairs of the corporation irrespective of the name or namesby which such rules are designated;
(v) "Certificate of existence" means a certificateissued pursuant to W.S. 17-19-128;
(vi) "Class" refers to a group of memberships whichhave the same rights with respect to voting, dissolution, redemption andtransfer. For the purpose of this section, rights shall be considered the sameif they are determined by a formula applied uniformly;
(vii) "Corporation" means public benefit, mutualbenefit and religious corporation;
(viii) "Delegates" means those persons elected orappointed to vote in a representative assembly for the election of a directoror directors or on other matters;
(ix) "Deliver" includes mail;
(x) "Directors" means individuals, designated in thearticles or bylaws or elected by the incorporators, and their successors andindividuals elected or appointed by any other name or title to act as membersof the board;
(xi) "Distribution" means the payment of a dividend orany part of the income or profit of a corporation to its members, directors orofficers;
(xii) "Domestic corporation" means a corporation;
(xiii) "Effective date of notice" is defined in W.S.17-19-141;
(xiv) "Employee" does not include an officer ordirector who is not otherwise employed by the corporation;
(xv) "Entity" includes corporation and foreigncorporation, business corporation and foreign business corporation, profit andnonprofit unincorporated association, corporation sole, business trust, estate,partnership, trust, and two (2) or more persons having a joint or commoneconomic interest, and state, United States and foreign government;
(xvi) "File," "filed," or "filing"means filed in the office of the secretary of state;
(xvii) "Foreign corporation" means the corporationorganized under a law other than the law of this state which would be anonprofit corporation if formed under the laws of this state;
(xviii) "Governmental subdivision" includes authority,county, district, municipality and any other political subdivision;
(xix) "Includes" denotes a partial definition;
(xx) "Individual" includes the estate of anincompetent individual;
(xxi) "Means" denotes a complete definition;
(xxii) "Member" means (without regard to what a personis called in the articles or bylaws) any person or persons who on more than one(1) occasion, pursuant to a provision of a corporation's articles or bylaws,have the right to vote for the election of a director or directors, subject tothe following:
(A) A person is not a member by virtue of any of the following:
(I) Any rights the person has as a delegate;
(II) Any rights the person has to designate a director ordirectors; or
(III) Any rights the person has as a director.
(B) All members or all members of a class of members shall havethe same number of votes unless the articles of incorporation specifyotherwise.
(xxiii) "Membership" refers to the rights and obligationsa member or members have pursuant to a corporation's articles, bylaws and thisact;
(xxiv) "Mutual benefit corporation" means a domesticcorporation which is formed as a mutual benefit corporation pursuant to article2 of this act or is required to be a mutual benefit corporation pursuant toW.S. 17-19-1804;
(xxv) "Notice" is defined in W.S. 17-19-141;
(xxvi) "Person" includes any individual or entity;
(xxvii) "Principal office" means the office (within oroutside this state) so designated in the annual report;
(xxviii) "Proceeding" includes civil suit and criminal,administrative, and investigatory action;
(xxix) "Public benefit corporation" means a domesticcorporation which is formed as a public benefit corporation pursuant to article2 of this act or is required to be a public benefit corporation pursuant toW.S. 17-19-1804;
(xxx) "Record date" means the date established underarticle 6 or 7 of this act on which a corporation determines the identity ofits members for the purposes of this act;
(xxxi) "Religious corporation" means a domesticcorporation which is formed as a religious corporation pursuant to article 2 ofthis act or is required to be a religious corporation pursuant to W.S.17-19-1804;
(xxxii) "Secretary" means the corporate officer to whomthe board of directors has delegated responsibility under W.S. 17-19-840(b) forcustody of the minutes of the directors' and members' meetings and forauthenticating the records of the corporation;
(xxxiii) "State," when referring to a part of the UnitedStates, includes a state and commonwealth (and their agencies and governmentalsubdivisions) and a territory, and insular possession (and their agencies andgovernmental subdivisions) of the United States;
(xxxiv) "United States" includes district, authority,bureau, commission, department and any other agency of the United States;
(xxxv) "Vote" includes authorization by written ballotand written consent;
(xxxvi) "Voting power" means the total number of votesentitled to be cast for the election of directors at the time the determinationof voting power is made, excluding a vote which is contingent upon thehappening of a condition or event that has not occurred at the time. Where aclass is entitled to vote as a class for directors, the determination of votingpower of the class shall be based on the percentage of the number of directorsthe class is entitled to elect out of the total number of authorized directors;
(xxxvii) "Registered agent" means as provided in W.S.17-28-101 through 17-28-111;
(xxxviii) "This act" means W.S. 17-19-101 through17-19-1807.
17-19-141. Notice.
(a) Notice under this act shall be in writing unless oralnotice is reasonable under the circumstances.
(b) Notice may be communicated in person; by telephone,telegraph, teletype or other form of wire or wireless communication; or by mailor private carrier. If these forms of personal notice are impracticable, noticemay be communicated by a newspaper of general circulation in the area wherepublished; or by radio, television or other form of public broadcastcommunication.
(c) Oral notice is effective when communicated if communicatedin a comprehensible manner.
(d) Written notice, if in a comprehensible form, is effectiveat the earliest of the following:
(i) When received;
(ii) Five (5) days after its deposit in the United States mail,as evidenced by the postmark, if mailed correctly addressed and with firstclass postage affixed;
(iii) On the date shown on the return receipt, if sent byregistered or certified mail, return receipt requested, and the receipt issigned by or on behalf of the addressee;
(iv) Thirty (30) days after its deposit in the United Statesmail, as evidenced by the postmark, if mailed correctly addressed and withother than first class, registered or certified postage affixed.
(e) Written notice is correctly addressed to a member of adomestic or foreign corporation if addressed to the member's address shown inthe corporation's current list of members.
(f) A written notice or report delivered as part of anewsletter, magazine or other publication regularly sent to members shallconstitute a written notice or report if addressed or delivered to the member'saddress shown in the corporation's current list of members, or in the case ofmembers who are residents of the same household and who have the same addressin the corporation's current list of members, if addressed or delivered to one(1) of such members, at the address appearing on the current list of members.
(g) Written notice is correctly addressed to a domestic orforeign corporation (authorized to transact business in this state), other thanin its capacity as a member, if addressed to its registered agent or to itssecretary at its principal office shown in its most recent annual report or, inthe case of a foreign corporation that has not yet delivered an annual report,in its application for a certificate of authority.
(h) If W.S. 17-19-705(b) or any other provision of this actprescribes notice requirements for particular circumstances, those requirementsgovern. If articles or bylaws prescribe notice requirements, not inconsistentwith this section or other provisions of this act, those requirements govern.
17-19-150. Private foundations.
(a) Except where otherwise determined by a court of competentjurisdiction, a corporation that is a private foundation as defined in section509(a) of the Internal Revenue Code of 1986:
(i) Shall distribute such amounts for each taxable year at suchtime and in such manner as not to subject the corporation to tax under section4942 of the code;
(ii) Shall not engage in any act of self-dealing as defined insection 4941(d) of the code;
(iii) Shall not retain any excess business holdings as defined insection 4943(c) of the code;
(iv) Shall not make any taxable expenditures as defined insection 4944 of the code;
(v) Shall not make any taxable expenditures as defined insection 4945(d) of the code.
(b) All references in this section to sections of the codeshall be to such sections of the Internal Revenue Code of 1986 as amended fromtime to time, or to corresponding provisions of subsequent internal revenuelaws of the United States.
17-19-160. Judicial relief.
(a) If for any reason it is impractical or impossible for anycorporation to call or conduct a meeting of its members, delegates ordirectors, or otherwise obtain their consent, in the manner prescribed by itsarticles, bylaws or this act, then upon petition of a director, officer,delegate, member or the attorney general, the district court of the countywhere the corporation's principal office is located in the state or, if thecorporation does not have a principal office in this state, of the county whereits registered office is located, may order that such a meeting be called orthat a written ballot or other form of obtaining the vote of members, delegatesor directors be authorized, in such a manner as the court finds fair andequitable under the circumstances.
(b) The court shall, in an order issued pursuant to thissection, provide for a method of notice reasonably designed to give actualnotice to all persons who would be entitled to notice of a meeting heldpursuant to the articles, bylaws and this act, whether or not the methodresults in actual notice to all such persons or conforms to the noticerequirements that would otherwise apply. In a proceeding under this sectionthe court may determine who the members or directors are.
(c) The order issued pursuant to this section may dispense withany requirement relating to the holding of or voting at meetings or obtainingvotes, including any requirement as to quorums or as to the number orpercentage of votes needed for approval, that would otherwise be imposed by thearticles, bylaws or this act.
(d) Whenever practical any order issued pursuant to thissection shall limit the subject matter of meetings or other forms of consentauthorized to items, including amendments to the articles or bylaws, theresolution of which will or may enable the corporation to continue managing itsaffairs without further resort to this section; provided, however, that anorder under this section may also authorize the obtaining of whatever votes andapprovals are necessary for the dissolution, merger, consolidation or sale ofassets.
(e) Any meeting or other method of obtaining the vote ofmembers, delegates or directors conducted pursuant to an order issued underthis section, and that complies with all the provisions of such order, is forall purposes a valid meeting or vote, as the case may be, and shall have thesame force and effect as if it complied with every requirement imposed by thearticles, bylaws and this act.
17-19-170. Attorney general.
(a) The secretary of state shall be given notice of thecommencement of any proceeding that this act authorizes the attorney general tobring but that has been commenced by another person.
(b) Whenever any provision of this act requires that notice begiven to the secretary of state before or after commencing a proceeding orpermits the attorney general to commence a proceeding:
(i) If no proceeding has been commenced, the attorney generalmay take appropriate action including, but not limited to, seeking injunctiverelief;
(ii) If a proceeding has been commenced by a person other thanthe attorney general, the attorney general, as of right, may intervene in suchproceeding.
17-19-180. Constitutional protections.
Ifreligious doctrine governing the affairs of a religious corporation isinconsistent with the provisions of this act on the same subject, the religiousdoctrine shall control to the extent required by the constitution of the UnitedStates or the constitution of this state or both.
ARTICLE 2 - ORGANIZATION
17-19-201. Incorporators.
One(1) or more persons may act as the incorporator or incorporators of a corporationby delivering articles of incorporation to the secretary of state for filing.
17-19-202. Articles of incorporation.
(a) The articles of incorporation shall set forth:
(i) A corporate name for the corporation that satisfies therequirements of W.S. 17-19-401;
(ii) One (1) of the following statements:
(A) This corporation is a public benefit corporation;
(B) This corporation is a mutual benefit corporation;
(C) This corporation is a religious corporation.
(iii) The street address of the corporation's initial registeredoffice and the name of its initial registered agent at that office;
(iv) The name and address of each incorporator;
(v) Whether or not the corporation will have members; and
(vi) Provisions not inconsistent with law regarding thedistribution of assets on dissolution. These provisions may be consistent withthe requirements of the Internal Revenue Code, as amended, for tax exemptstatus.
(b) The articles of incorporation may set forth:
(i) Any provision required by the Internal Revenue Code, asamended, for tax exempt or other tax status;
(ii) The purpose or purposes for which the corporation isorganized, which may be, either alone or in combination with other purposes,the transaction of any lawful activity;
(iii) The names and addresses of the individuals who are to serveas the initial directors;
(iv) Provisions not inconsistent with law regarding:
(A) Managing and regulating the affairs of the corporation;
(B) Defining, limiting and regulating the powers of thecorporation, its board of directors and members (or any class of members); and
(C) The characteristics, qualifications, rights, limitationsand obligations attaching to each or any class of members.
(v) Any provision that under this act is required or permittedto be set forth in the bylaws;
(vi) Any provision giving members different numbers of votes onall questions or particular classes of questions, unequal assessments, or inthe case of mutual benefit corporations, unequal rights to assets upondissolution. These provisions may include the basis upon which theseinequalities are to be determined. For mutual benefit corporations, theprovisions may include rights of dissent if these rights or inequalities arechanged.
(c) Each incorporator and director named in the articles shallsign the articles.
(d) The articles of incorporation need not set forth any of thecorporate powers enumerated in this act.
(e) The articles of incorporation shall be accompanied by awritten consent to appointment manually signed by the registered agent.
17-19-203. Incorporation.
(a) Unless a delayed effective date is specified, the corporateexistence begins when the articles of incorporation are filed.
(b) The secretary of state's filing of the articles ofincorporation is conclusive proof that the incorporators satisfied allconditions precedent to incorporation except in a proceeding by the state tocancel or revoke the incorporation or involuntarily dissolve the corporation.
17-19-204. Liability for preincorporation transactions.
Allpersons purporting to act as or on behalf of a corporation formed under thisact, knowing there was no incorporation under this act, are jointly andseverally liable for all liabilities created while so acting.
17-19-205. Organization of corporation.
(a) After incorporation:
(i) If initial directors are named in the articles ofincorporation, the initial directors shall hold an organizational meeting, atthe call of a majority of the directors, to complete the organization of thecorporation by appointing officers, adopting bylaws and carrying on any otherbusiness brought before the meeting;
(ii) If initial directors are not named in the articles, theincorporator or incorporators shall hold an organizational meeting at the callof a majority of the incorporators:
(A) To elect directors and complete the organization of thecorporation; or
(B) To elect a board of directors who shall complete theorganization of the corporation.
(b) Action required or permitted by this act to be taken byincorporators at an organizational meeting may be taken without a meeting ifthe action taken is evidenced by one (1) or more written consents describingthe action taken and signed either manually or in facsimile by eachincorporator.
(c) An organizational meeting may be held in or out of thisstate.
17-19-206. Bylaws.
(a) The incorporators or board of directors of a corporationshall adopt initial bylaws for the corporation.
(b) The bylaws may contain any provision for regulating andmanaging the affairs of the corporation that is not inconsistent with law orthe articles of incorporation.
(c) If bylaws are not adopted:
(i) An annual meeting shall be held within three (3) monthsafter the close of the corporation's fiscal year;
(ii) The required officers shall be the president, the secretaryand the treasurer; and
(iii) Bylaws may be adopted at any director or member meeting.
17-19-207. Emergency bylaws and powers.
(a) Unless the articles of incorporation provide otherwise, theboard of directors of a corporation may adopt bylaws to be effective only in anemergency defined in subsection (d) of this section. The emergency bylaws,which are subject to amendment or repeal by the members, may make allprovisions necessary for managing the corporation during the emergency,including:
(i) Procedures for calling a meeting of the board of directors;
(ii) Quorum requirements for the meeting; and
(iii) Designation of additional or substitute directors.
(b) All provisions of the regular bylaws consistent with theemergency bylaws remain effective during the emergency. The emergency bylawsare not effective after the emergency ends.
(c) Corporate action taken in good faith in accordance with theemergency bylaws:
(i) Binds the corporation; and
(ii) Shall not be used to impose liability on a corporatedirector, officer, employee or agent unless the action violates standardsotherwise set forth in this act.
(d) An emergency exists for purposes of this section if aquorum of the corporation's directors cannot readily be assembled because ofsome extraordinary event.
ARTICLE 3 - PURPOSES AND POWERS
17-19-301. Purposes.
(a) Every corporation incorporated under this act has thepurpose of engaging in any lawful activity unless a more limited purpose is setforth in the articles of incorporation.
(b) A corporation engaging in an activity that is subject toregulation under another statute of this state may incorporate under this actonly if permitted by, and subject to all limitations of, the other statute.
17-19-302. General powers.
(a) Unless its articles of incorporation provide otherwise,every corporation has perpetual duration and succession in its corporate nameand has the same powers as an individual to do all things necessary orconvenient to carry out its affairs including, without limitation, power:
(i) To sue and be sued, complain and defend in its corporatename;
(ii) To have a corporate seal, which may be altered at will, andto use it, or a facsimile of it, by impressing or affixing or in any othermanner reproducing it;
(iii) To make and amend bylaws not inconsistent with its articlesof incorporation or with the laws of this state, for regulating and managingthe affairs of the corporation;
(iv) To purchase, receive, lease or otherwise acquire, and own,hold, improve, use and otherwise deal with, real or personal property or anylegal or equitable interest in property, wherever located;
(v) To sell, convey, mortgage, pledge, lease, exchange andotherwise dispose of all or any part of its property;
(vi) To purchase, receive, subscribe for or otherwise acquire,own, hold, vote, use, sell, mortgage, lend, pledge or otherwise dispose of, anddeal in and with, shares or other interests in, or obligations of any entity;
(vii) To make contracts and guaranties, incur liabilities, borrowmoney, issue notes, bonds and other obligations, and secure any of itsobligations by mortgage or pledge of any of its property, franchises or income;
(viii) To lend money, invest and reinvest its funds and receiveand hold real and personal property as security for repayment, except aslimited by W.S. 17-19-832;
(ix) To be a promoter, partner, member, associate or manager ofany partnership, joint venture, trust or other entity;
(x) To conduct its activities, locate offices and exercise thepowers granted by this act within or without this state;
(xi) To elect or appoint directors, officers, employees andagents of the corporation, define their duties and fix their compensation;
(xii) To pay pensions and establish pension plans, pension trustsand other benefit and incentive plans for any or all of its current or formerdirectors, officers, employees and agents;
(xiii) To make donations not inconsistent with law for the publicwelfare or for charitable, religious, scientific or educational purposes andfor other purposes that further the corporate interest;
(xiv) To impose dues, assessments, admission and transfer feesupon its members;
(xv) To establish conditions for admission of members, admitmembers and issue memberships;
(xvi) To carry on a business;
(xvii) To do all things necessary or convenient, not inconsistentwith law, to further the activities and affairs of the corporation.
17-19-303. Emergency powers.
(a) In anticipation of or during an emergency defined insubsection (d) of this section, the board of directors of a corporation may:
(i) Modify lines of succession to accommodate the incapacity ofany director, officer, employee or agent; and
(ii) Relocate the principal office, designate alternativeprincipal offices or regional offices, or authorize the officers to do so.
(b) During an emergency defined in subsection (d) of thissection, unless emergency bylaws provide otherwise:
(i) Notice of a meeting of the board of directors need be givenonly to those directors whom it is practicable to reach and may be given in anypracticable manner, including by publication and radio; and
(ii) One (1) or more officers of the corporation present at ameeting of the board of directors may be deemed to be directors for themeeting, in order of rank and within the same rank in order of seniority, as necessaryto achieve a quorum.
(c) Corporate action taken in good faith during an emergencyunder this section to further the ordinary affairs of the corporation:
(i) Binds the corporation; and
(ii) May not be used to impose liability on a corporatedirector, officer, employee or agent unless the action violates standardsotherwise set forth in this act.
(d) An emergency exists for the purposes of this section if aquorum of the corporation's directors cannot readily be assembled because ofsome extraordinary event.
17-19-304. Ultra vires.
(a) Except as provided in subsection (b) of this section, thevalidity of corporate action may not be challenged on the ground that thecorporation lacks or lacked power to act.
(b) A corporation's power to act may be challenged in aproceeding against the corporation to enjoin an act where a third party has notacquired rights. The proceeding may be brought by the attorney general, adirector or by a member or members in a derivative proceeding.
(c) A corporation's power to act may be challenged in aproceeding against an incumbent or former director, officer, employee or agentof the corporation. The proceeding may be brought by a director, thecorporation, directly, derivatively, or through a receiver, a trustee or otherlegal representative, or in the case of a public benefit corporation, by theattorney general.
ARTICLE 4 - NAMES
17-19-401. Corporate name.
(a) A corporate name may not contain language stating orimplying that the corporation is organized for a purpose other than thatpermitted by W.S. 17-19-301 and its articles of incorporation.
(b) Except as authorized by subsections (c) and (d) of thissection, a corporate name shall not be the same as, or deceptively similar tothe name of any trademark or service mark registered in this state and shall bedistinguishable upon the records of the secretary of state from other businessnames as required by W.S. 17-16-401.
(c) A corporation may apply to the secretary of state forauthorization to use a name that is not distinguishable in accordance with theprovisions of W.S. 17-16-401(c).
(i) Repealed By Laws 1996, ch. 80, 3.
(ii) Repealed By Laws 1996, ch. 80, 3.
(d) A corporation may use the name, including the fictitious name,of another domestic or foreign corporation that is used in this state if theother corporation is incorporated or authorized to transact business in thisstate and the proposed user corporation:
(i) Has merged with the other corporation; or
(ii) Has been formed by reorganization of the other corporation;or
(iii) Has acquired all or substantially all of the assets,including the corporate name, of the other corporation.
(iv) Repealed By Laws 1996, ch. 80, 3.
(e) This act does not control the use of fictitious names.
17-19-402. Reserved name.
(a) A person may apply to reserve the exclusive use of acorporate name, including a fictitious name for a foreign corporation whosecorporate name is not available, by delivering an application to the secretaryof state for filing. The application shall set forth the name and address ofthe applicant and the name proposed to be reserved. If the secretary of statefinds that the corporate name applied for is available, he shall file theapplication pursuant to W.S. 17-19-125 and reserve the name for the applicant'sexclusive use for a nonrenewable one hundred twenty (120) day period.
(b) The owner of a reserved corporate name may transfer thereservation to another person by delivering to the secretary of state amanually signed notice of the transfer that states the name and address of thetransferee.
ARTICLE 5 - OFFICE AND AGENT
17-19-501. Registered office and registered agent.
(a) Each corporation shall continuously maintain in this state:
(i) A registered office as provided in W.S. 17-28-101 through17-28-111; and
(ii) A registered agent as provided in W.S. 17-28-101 through17-28-111.
(A) Repealed by Laws 2008, Ch. 90, 3.
(B) Repealed by Laws 2008, Ch. 90, 3.
(C) Repealed by Laws 2008, Ch. 90, 3.
(b) The provisions of W.S. 17-28-101 through 17-28-111 shallapply to all nonprofit corporations.
17-19-502. Repealed by Laws 2008, Ch. 90, 3.
17-19-503. Repealed by Laws 2008, Ch. 90, 3.
17-19-504. Repealed by Laws 2008, Ch. 90, 3.
ARTICLE 6 - MEMBERS AND MEMBERSHIPS
17-19-601. Admission.
(a) The articles or bylaws may establish criteria or proceduresfor admission of members.
(b) No person shall be admitted as a member without hisconsent.
17-19-602. Consideration.
Exceptas provided in its articles or bylaws, a corporation may admit members for noconsideration or for any consideration as is determined by the board.
17-19-603. No requirement of members.
Acorporation is not required to have members.
17-19-610. Differences in rights and obligations of members.
Allmembers shall have the same rights and obligations with respect to voting,dissolution, redemption and transfer, unless the articles or bylaws establishclasses of membership with different rights or obligations. All members shallhave the same rights and obligations with respect to any other matters, exceptas set forth in or authorized by the articles or bylaws.
17-19-611. Transfers.
(a) Except as set forth in or authorized by the articles orbylaws, no member of a mutual benefit corporation may transfer a membership orany right arising therefrom.
(b) No member of a public benefit or religious corporation maytransfer a membership or any right arising therefrom.
(c) Where transfer rights have been provided, no restriction onthem shall be binding with respect to a member holding a membership issuedprior to the adoption of the restriction unless the restriction is approved bythe members and the affected member.
17-19-612. Member's liability to third parties.
Amember of a corporation is not, as such, personally liable for the acts, debts,liabilities or obligations of the corporation.
17-19-613. Member's liability for dues, assessments and fees.
Amember may become liable to the corporation for dues, assessments or fees as acondition for remaining a member. An article, bylaw or corporate resolutionauthorizing dues, assessments or fees is not, by itself, sufficient to imposeliability without the consent or acquiescence of the member.
17-19-614. Creditor's action against member.
(a) No proceeding may be brought by a creditor to reach theliability, if any, of a member to the corporation unless final judgment hasbeen rendered in favor of the creditor against the corporation and executionhas been returned unsatisfied in whole or in part or unless such proceedingwould be useless.
(b) All creditors of the corporation, with or without reducingtheir claims to judgment, may intervene in any creditor's proceeding broughtunder subsection (a) of this section to reach and apply unpaid amounts due thecorporation. Any or all members who owe amounts to the corporation may bejoined in such proceeding.
17-19-620. Resignation.
(a) A member may resign at any time.
(b) The resignation of a member does not relieve the memberfrom any obligations the member may have to the corporation as a result ofobligations incurred or commitments made prior to resignation.
17-19-621. Termination, expulsion and suspension.
(a) No member of a public benefit or mutual benefit corporationmay be expelled or suspended, and no membership or memberships in suchcorporations may be terminated or suspended except pursuant to a procedure thatis fair and reasonable and is carried out in good faith.
(b) A procedure is fair and reasonable when either:
(i) The articles or bylaws set forth a procedure that provides:
(A) Not less than fifteen (15) days prior written notice of theexpulsion, suspension or termination and the reasons therefor; and
(B) An opportunity for the member to be heard, orally or inwriting, not less than five (5) days before the effective date of theexpulsion, suspension or termination by a person or persons authorized todecide that the proposed expulsion, termination or suspension not take place;or
(ii) It is fair and reasonable taking into consideration all ofthe relevant facts and circumstances.
(c) Any written notice given by mail shall be given by firstclass, return receipt requested, sent to the last address of the member shownon the corporation's records.
(d) Any proceeding challenging an expulsion, suspension ortermination, including a proceeding in which defective notice is alleged, shallbe commenced within one (1) year after the effective date of the expulsion,suspension or termination.
(e) A member who has been expelled or suspended may be liableto the corporation for dues, assessments or fees as a result of obligationsincurred or commitments made prior to expulsion or suspension.
17-19-622. Purchase of memberships.
(a) A public benefit or religious corporation may not purchaseany of its memberships or any right arising therefrom.
(b) A mutual benefit corporation may purchase the membership ofa member who resigns or whose membership is terminated for the amount andpursuant to the conditions set forth in or authorized by its articles orbylaws. No payment shall be made in violation of article 13 of this act.
17-19-630. Derivative suits.
(a) A proceeding may be brought in the right of a domestic orforeign corporation to procure a judgment in its favor by:
(i) Any member or members having five percent (5%) or more ofthe voting power or by fifty (50) members, whichever is less; or
(ii) Any director.
(b) In any proceeding under this section, each complainantshall be a member or director at the time of bringing the proceeding.
(c) A complaint in a proceeding brought in the right of acorporation shall be verified and allege with particularity the demand made, ifany, to obtain action by the directors and either why the complainants couldnot obtain the action or why they did not make the demand. If a demand foraction was made and the corporation's investigation of the demand is inprogress when the proceeding is filed, the court may stay the suit until theinvestigation is completed.
(d) On termination of the proceeding the court may require thecomplainants to pay any defendant's reasonable expenses, including counselfees, incurred in defending the suit if it finds that the proceeding wascommenced frivolously or in bad faith.
(e) If the proceeding on behalf of the corporation results inthe corporation taking some action requested by the complainants or otherwisewas successful, in whole or in part, or if anything was received by thecomplainants as the result of a judgment, compromise or settlement of an actionor claim, the court may award the complainants reasonable expenses, includingcounsel fees.
(f) The complainants shall notify the secretary of state withinten (10) days after commencing any proceeding under this section if theproceeding involves a public benefit corporation or assets held in charitabletrust by a mutual benefit corporation. The secretary of state shall then notifythe attorney general.
17-19-640. Delegates.
(a) A corporation may provide in its articles or bylaws fordelegates having some or all of the authority of members.
(b) The articles or bylaws may set forth provisions relatingto:
(i) The characteristics, qualifications, rights, limitationsand obligations of delegates including their selection and removal;
(ii) Calling, noticing, holding and conducting meetings ofdelegates; and
(iii) Carrying on corporate activities during and betweenmeetings of delegates.
ARTICLE 7 - MEMBERS' MEETINGS AND VOTING
17-19-701. Annual and regular meetings.
(a) A corporation with members shall hold a membership meetingannually at a time stated in or fixed in accordance with the bylaws.
(b) A corporation with members may hold regular membershipmeetings at the times stated in or fixed in accordance with the bylaws.
(c) Annual and regular membership meetings may be held in orout of this state at the place stated in or fixed in accordance with thebylaws. If no place is stated in or fixed in accordance with the bylaws,annual and regular meetings shall be held at the corporation's principaloffice.
(d) At the annual meeting: