Title 17, Corporations, Partnerships And Associations

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 purpos…

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 unde…

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 p…

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 corporat…

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 a…

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 …

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 …

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 o…

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 directo…

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 ther…

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…

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,…

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 corpora…

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 …

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…

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 hi…

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 an…

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.

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 p…

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.

Title. This act may be cited as the "Wyoming Processing Cooperative law."

Definitions. (a) As used in this article: (i) "Address" means mailing address, including a zip code. In the case of a registered address, the term means the mailing address and the actual office location, which may not be a post office box; (ii) "Articles" means the articles of o…

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 rule…

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…

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 proces…

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.

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…

Articles of organization. (a) The organizers shall prepare the articles, which shall include: (i) The name of the cooperative; (ii) The purpose of the cooperative; (iii) The principal place of business for the cooperative and the name and address of its registered agent in this s…

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…

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 a…

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.

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 cooperat…

Powers. (a) In addition to other powers, a cooperative as an agent or otherwise: (i) May perform every act and thing necessary or proper to the conduct of the cooperative's business or the accomplishment of the purposes of the cooperative; (ii) Has other rights, powers, or privil…

Agricultural product marketing contracts. (a) A cooperative and its patron member or patron may make and execute a marketing contract, requiring the patron member or patron to sell a specified portion of his agricultural product or specified commodity produced from a certain area…

Board governs cooperative. A cooperative shall be governed by its board.

Number of directors. The board shall have not less than three (3) directors.

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 member…

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 vacati…

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.

Limitation of director's liability. (a) A director's personal liability to the cooperative or members for monetary damages for breach of fiduciary duty as a director may be eliminated or limited in the articles except as provided in subsection (b) of this section. (b) The article…

Officers. (a) The board shall elect: (i) A chair; and (ii) One (1) or more vice-chairs. (b) The board shall elect or appoint: (i) A records officer; and (ii) A financial officer. (c) The board may elect additional officers as the articles or bylaws authorize or require. (d) The o…

Membership interests. (a) The authorized amount and divisions of patron membership interests and nonpatron membership interests may be increased or decreased or established or altered, in accordance with the restrictions in this article by amending the articles at a regular membe…

Grouping of members. (a) A cooperative may group members and patron members in districts, units or another basis if and as authorized in its articles and bylaws which may include authorization for the board to determine the groupings. (b) The board may do things necessary to impl…

Member violations; liability for cooperative debts. (a) A member who knowingly, intentionally, or repeatedly violates a provision of the articles, bylaws, member control agreement or marketing contract with the cooperative, may be required by the board to surrender the financial …

Regular members' meetings. (a) Regular members' meetings shall be held annually at a time determined by the board, unless otherwise provided for in the bylaws. (b) The regular members' meeting shall be held at the principal place of business of the cooperative or at another conve…

Special members' meetings. (a) Special members' meetings of the members may be called by: (i) A majority vote of the board; or (ii) The written petition of at least twenty percent (20%) of the patron members, twenty percent (20%) of the nonpatron members or twenty percent (20%) o…