Title 17 — Title 17 — Corporations, Partnerships And Associations

Short title. This act shall be known and may be cited as the "Wyoming Industrial Corporation Act".

Definitions. (a) As used in this act, unless a different meaning is required by the context, the following words and phrases have the following meanings: (i) "Corporation" means a Wyoming industrial development corporation created under this act; (ii) "Financial institution" mean…

Incorporation; profit or nonprofit corporation; articles of incorporation generally. (a) Fifteen (15) or more persons, a majority of whom shall be residents of this state, may form an industrial development corporation under the provisions of this act, by filing in the office of …

Powers of corporation generally. (a) In furtherance of its purposes the corporation shall, subject to the restrictions and limitations herein contained, have the following powers: (i) To elect, appoint, and employ officers, agents and employees; to make contracts and incur liabil…

Authority to acquire and dispose of bonds, securities and capital stock of corporation. (a) Notwithstanding any rule at common law or any provision of any general or special law or any provision in their respective charters, agreements of association, articles of organization or …

Membership generally; loans to corporation. (a) Any financial institution may request membership in the corporation by making application to the board of directors on such form and in such manner as said board of directors may require, and membership shall become effective upon a…

Duration of membership; withdrawal. Membership in the corporation shall be for the duration of the corporation, provided that upon written notice given to the corporation a minimum of three (3) years and a maximum of fifteen (15) years in advance, as determined by the board of di…

Powers of shareholders and members. (a) The shareholders and the members of the corporation shall have the following powers of the corporation: (i) To determine the number of and elect directors as provided in W.S. 17-11-110; (ii) To make, amend and repeal bylaws; (iii) To amend …

Amendments to articles of incorporation. (a) The articles of incorporation may be amended by the votes of the shareholders and the members of the corporation as provided in the corporate bylaws. (b) An amendment to the articles of incorporation shall be filed with the secretary o…

Board of directors. (a) The business and affairs of the corporation shall be managed and conducted by a board of directors, which shall consist of not less than five (5) nor more than seven (7) members. One (1) member of the board shall be the chief executive officer of the Wyomi…

Determination of net earnings and surplus. Net earnings and surplus shall be determined by the board of directors, after providing for such reserves as said directors deem desirable, and the determination of the directors made in good faith shall be conclusive on all persons.

Depository of funds. The corporation shall not deposit any of its funds in any banking institution unless such institution has been designated as a depository by a vote of a majority of the directors present at an authorized meeting of the board of directors, exclusive of any dir…

Examination by director; reports. The corporation shall be examined at least once annually by the director of the state department of audit or his designee and shall make reports of its condition annually to director, who in turn shall make copies of such reports available to the…

First meeting. (a) The first meeting of the corporation shall be called by a notice signed by three (3) or more of the incorporators, stating the time, place, and purpose of the meeting, a copy of which notice shall be mailed or delivered to each incorporator at least five (5) da…

Perpetual existence. The period of existence of the corporation shall be perpetual, subject to the right of the shareholders and the members to dissolve the corporation prior to the expiration of said period as provided in W.S. 17-11-116.

Dissolution. The corporation may upon the affirmative vote of two-thirds (2/3) of the votes to which the shareholders shall be entitled and two-thirds (2/3) of the votes to which the members shall be entitled to dissolve said corporation. Upon any dissolution of the corporation, …

Corporations designated "state development companies" for purposes of federal law. Any corporation organized under the provisions of this act shall be a state development company, as defined in the Small Business Investment Act of 1958, Public Law 85-699, 85th Congress, or any si…

Exemption from securities registration. Corporations organized under the provisions of this act shall be exempt from registration under, or compliance with, the Wyoming Uniform Securities Act, W.S. 17-4-101 through 17-4-701.

Tax exemptions, credits or privileges. Any tax exemptions, tax credits, or tax privileges granted to banks, savings and loan associations, trust companies, and other financial institutions by any general laws are granted to corporations organized pursuant to this act.

Filing fees. Corporations organized for profit under the provisions of this act shall pay the filing fees required by W.S. 17-16-122 and 17-16-1630, and nonprofit corporations shall pay the filing fees required by W.S. 17-19-122 and 17-19-1630.