WyomingSF 222026 Budget SessionSenate

AN ACT relating to corporations, partnerships and associations; authorizing decentralized unincorporated nonprofit associations to automatically convert to unincorporated nonprofit associations as specified; conforming language in the Wyoming Decentralized Unincorporated Nonprofit Association Act with the Wyoming Unincorporated Nonprofit Association Act; requiring assets of decentralized unincorporated nonprofit associations to be distributed as required by federal law when winding up a decentralized unincorporated nonprofit association; clarifying references to decentralized unincorporated nonprofit associations; amending definitions; repealing obsolete provisions; making conforming amendments; and providing for an effective date.

Sponsored By: null BlockChain/Technology

Signed by Governor

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Bill Overview

Analyzed Economic Effects

5 provisions identified: 1 benefits, 0 costs, 4 mixed.

Protections for nonprofit members and administrators

Beginning July 1, 2026, members and administrators are not personally liable for the association’s contracts or torts just because of their roles. A judgment against the association is not automatically a judgment against them. The association may indemnify them and advance reasonable expenses if they met required duties and give a written promise to repay if later found ineligible, with approval by disinterested members. The association may buy liability insurance for them.

How nonprofits handle money and property

Beginning July 1, 2026, a decentralized nonprofit cannot pay dividends or share profits with members or administrators. It may pay reasonable compensation, reimburse expenses, and buy back membership interests only if the governing principles allow it. When winding up, it pays debts first, then distributes any remaining property as federal or other state law requires; if none apply, it follows its governing principles or unclaimed‑property law. To transfer real estate in the association’s name, it must record a statement that lists its address, who is authorized to sign, and the vote or action that approved the transfer.

New rules for decentralized nonprofit members

Beginning July 1, 2026, if a decentralized nonprofit drops below 100 members and meets Wyoming unincorporated nonprofit rules, it converts automatically unless its governing principles say otherwise. Membership follows the governing principles; if none, you become a member when you buy or assume a voting membership interest, and you resign when you dispose of all of it. Membership interests are transferable unless the governing principles restrict them. The law updates definitions for administrators, governing principles, membership interests, and distributed‑ledger tools, and removes an obsolete definition.

All changes start July 1, 2026

All changes in this act take effect July 1, 2026. The new rules apply starting on that date unless another date is stated.

Where and how to sue these nonprofits

Beginning July 1, 2026, a decentralized nonprofit is a resident, for venue, of any Wyoming county where it has an office. In a lawsuit, serve the authorized agent or a person who can administer the association; if neither can be served, you may serve a member. The agent filing must list an in‑state address, or an out‑of‑state address if there is no in‑state address.

Sponsors & Cosponsors

Sponsor

  • null BlockChain/Technology

    Affiliation unavailable

Cosponsors

There are no cosponsors for this bill.

Roll Call Votes

All Roll Calls

Yes: 114 • No: 18

House vote 2/27/2026

H 3rd Reading:Passed 51-8-3-0-0

Yes: 51 • No: 8

House vote 2/25/2026

H09 - Minerals:Recommend Do Pass 8-0-1-0-0

Yes: 8 • No: 0

Senate vote 2/23/2026

S 3rd Reading:Passed 25-6-0-0-0

Yes: 25 • No: 6

Senate vote 2/18/2026

S09 - Minerals:Recommend Do Pass 3-0-2-0-0

Yes: 3 • No: 0

House vote 2/9/2026

S Introduced and Referred to S09 - Minerals 27-4-0-0-0

Yes: 27 • No: 4

Actions Timeline

  1. Governor Signed SEA No. 0021

    3/3/2026Governor
  2. Assigned Chapter Number 25

    3/3/2026
  3. S President Signed SEA No. 0021

    3/2/2026Senate
  4. H Speaker Signed SEA No. 0021

    3/2/2026House
  5. H 3rd Reading:Passed 51-8-3-0-0

    2/27/2026House
  6. Assigned Number SEA No. 0021

    2/27/2026
  7. H 2nd Reading:Passed

    2/26/2026House
  8. H09 - Minerals:Recommend Do Pass 8-0-1-0-0

    2/25/2026House
  9. H Placed on General File

    2/25/2026House
  10. H COW:Passed

    2/25/2026House
  11. H Introduced and Referred to H09 - Minerals

    2/24/2026House
  12. S 3rd Reading:Passed 25-6-0-0-0

    2/23/2026Senate
  13. H Received for Introduction

    2/23/2026House
  14. S 2nd Reading:Passed

    2/20/2026Senate
  15. S COW:Passed

    2/19/2026Senate
  16. S09 - Minerals:Recommend Do Pass 3-0-2-0-0

    2/18/2026Senate
  17. S Placed on General File

    2/18/2026Senate
  18. S Introduced and Referred to S09 - Minerals 27-4-0-0-0

    2/9/2026Senate
  19. S Received for Introduction

    1/5/2026Senate
  20. Bill Number Assigned

    12/11/2025

Bill Text

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