Title 17 — Title 17 — Corporations, Partnerships And Associations

Short title. This chapter may be cited as the "Wyoming Statutory Foundation Act".

(a) Definitions. As used in this act: (i) "Articles of formation" means the articles required by W.S. 17-30-303, including any amendments thereto and restatements thereof; (ii) "Beneficiary" means a person who is or may be designated as a beneficiary in the operating agreement or…

(a) Governing law. This act governs: (i) The internal affairs of a statutory foundation; and (ii) The liability of a person as a founder or contributor of a statutory foundation for the debts, obligations or other liabilities of a statutory foundation. (b) The transfer of propert…

Supplemental principles of law. The principles of law and equity shall supplement this act, unless in conflict with this act.

Electronic records and signatures. The provisions of this act governing the legal effect, validity or enforceability of electronic records or electronic signatures, and of contracts formed or performed with the use of such records or signatures, shall be construed to conform to t…

Powers of secretary of state. The secretary of state shall promulgate reasonable rules, forms and other requirements which are necessary to carry out the purposes of this act.

foundations. Nature, purpose and duration of statutory (a) A statutory foundation shall be an entity distinct from its founders, contributors, beneficiaries and any other persons. (b) Unless stated otherwise in the articles of formation, a statutory foundation has perpetual durat…

Enforcement of charitable purposes. (a) If the articles of formation or the operating agreement of a statutory foundation formed for a charitable purpose do not indicate or otherwise provide for selection of a particular charitable purpose or beneficiary, or if the designated cha…

Powers of a statutory foundation. A statutory foundation has the capacity to sue and be sued in its own name and has the power to take all actions necessary or convenient to carry on the activities of the foundation.

Property contribution. (a) The initial property contributed to a statutory foundation may consist of tangible or intangible property, whether or not the contribution is made as a gift or otherwise. (b) After the contribution of initial property to the statutory foundation, and if…

Name of a statutory foundation. (a) The words "statutory foundation", or its abbreviations "SF" or "S.F.", shall be included in the name of a statutory foundation formed under this act. A statutory foundation name shall not: (i) Contain words indicating or implying that the found…

Registered office and registered agent. (a) Each statutory foundation shall continuously maintain a registered office and registered agent, as provided in W.S. 17-28-101 through 17-28-111, in this state. (b) The provisions of W.S. 17-28-101 through 17-28-111 shall apply to all st…

formation. Formation of statutory foundation; articles of (a) One (1) or more persons may act as an organizer to form a statutory foundation by signing and delivering articles of formation to the secretary of state. Articles of formation shall be accompanied by a written consent …

Signing of records to be delivered for filing to secretary of state. (a) A record delivered to the secretary of state for filing under this act shall be signed as follows: (i) Except as otherwise provided by this subsection, a record signed on behalf of a statutory foundation sha…

Delivery to and filing of records by secretary of state; effective time and date. (a) A record authorized or required to be delivered to the secretary of state for filing under this act shall be captioned to describe the purpose of the record and be delivered to the secretary of …

Correcting filed record. (a) A statutory foundation or foreign foundation may deliver to the secretary of state for filing a statement of correction to correct a record if the record contained inaccurate information or a defective signature. (b) A statement of correction shall: (…

record. Liability for inaccurate information in filed (a) If a record delivered to and filed by the secretary of state under this act contains inaccurate information, a person that suffers a loss by relying in good faith on the record may recover damages relating to the loss from…

Certificate of existence. (a) The secretary of state, upon request and payment of the requisite fee, shall furnish to any person a certificate of existence for a statutory foundation or a foreign foundation. (b) A certificate of existence shall state: (i) The name of the statutor…

limitations. Operating agreement; scope, function and (a) The founders or board of directors of a statutory foundation shall adopt an operating agreement for the foundation as soon as possible after filing articles of formation with the secretary of state. (b) An operating agreem…

Reservation to founder of power to amend, revoke, restate or terminate. (a) Subject to subsections (b) and (c) of this section, a founder may reserve the following powers to himself, or a specific number of founders if applicable: (i) Pursuant to W.S. 17-30-201, the power to amen…

(a) Protection from founder's successors. The heirs, spouse or creditors of a founder shall not: (i) Amend or restate the articles of formation of a statutory foundation; (ii) Amend the purpose of a statutory foundation, if (iii) Terminate the statutory foundation. any;

Board of directors. (a) A statutory foundation shall maintain a board of directors. (b) Unless the articles of formation or operating agreement of a statutory foundation provide otherwise: (i) The board of directors of the foundation shall have the authority to exercise all power…

Liability of directors. A director is not personally liable for the acts, omissions, obligations, debts or other liabilities of a statutory foundation, whether arising in contract, tort or otherwise.

Protector. (a) If a statutory foundation has a charitable purpose, the foundation shall maintain a protector in relation to that purpose. (b) If a statutory foundation has any purpose permitted under this act other than a charitable purpose, then the foundation may have a protect…

Protector as a fiduciary. A protector shall serve as a fiduciary to the extent of authority and duties granted under the terms of the operating agreement.

Liability of protector. (a) A protector shall not be personally liable for the acts, omissions, debts, obligations or other liabilities of a statutory foundation, whether arising in contract, tort or otherwise. (i) Repealed by Laws 2021, ch. 98, § 2. (ii) Repealed by Laws 2021, c…

Conflict of interest transactions. (a) A sale, encumbrance or other transaction involving the investment or management of the property of the statutory foundation which is entered into by a director or protector for the personal account of the director or protector or which is ot…

Beneficiaries. (a) The articles of formation or operating agreement of a statutory foundation may provide for the distribution of property of the foundation to one (1) or more beneficiaries. (b) Notwithstanding subsection (a) of this section, a beneficiary of a statutory foundati…

Interests; units and shares. (a) Repealed by Laws 2021, ch. 98, § 2. (b) Repealed by Laws 2021, ch. 98, § 2. (c) No creditor of a beneficiary shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the statu…

Limitation of transferability of rights. Subject to the operating agreement of the statutory foundation, a beneficial interest in a foundation is transferable.

Right to information. (a) Unless the operating agreement of a statutory foundation provides otherwise, upon written request by a beneficiary, the foundation shall provide, within a reasonable time, a copy of the operating agreement of the foundation to the beneficiary. Informatio…

Recordkeeping and identification of statutory foundation property. (a) The board of directors of a statutory foundation shall keep and maintain adequate records regarding the administration of the foundation. (b) The board of directors of a statutory foundation may invest propert…

Annual report for secretary of state. (a) Every statutory foundation formed under the laws of this state and every foreign foundation that obtains a certificate of registration shall file an annual report, under penalty of perjury, with the secretary of state on or before the fir…

Fees; annual fee. (a) The secretary of state shall collect the following fees from statutory foundations and foreign statutory foundations: (i) Filing the original articles of formation or issuing a certificate of authority for a foreign statutory foundation, a fee of two hundred…

Creditor claim against founder. The property of a statutory foundation contributed by a founder or a contributor, and all income, appreciation and proceeds thereof, shall not be subject to the claims of a founder's or a contributor's creditor, including any claims for forced heir…

Termination. (a) A statutory foundation may be terminated, and its activities wound up, upon the occurrence of any of the following: (i) An event or circumstance provided in the operating agreement or articles of formation of the foundation that results in or authorizes terminati…

Cancellation of articles of formation. (a) The articles of formation of the statutory foundation shall be cancelled upon the completion of termination and winding up of the foundation. A certificate of cancellation shall be filed with the secretary of state and shall set forth: (…

Claims against terminated statutory foundation. (a) A terminated statutory foundation may publish notice of termination and, in the notice, request persons with claims against the foundation to present them in accordance with the notice. (b) The notice authorized by subsection (a…

Administrative forfeiture of authority and articles of formation. (a) If the registered agent of the statutory foundation has filed its resignation with the secretary of state and the foundation has not replaced its registered agent, or the statutory foundation is without a regis…

Appeal from rejection of reinstatement. Appeals from decisions of the secretary of state made under this act shall occur as provided in W.S. 17-16-1423.

Distribution upon termination. Upon the occurrence of an event terminating a statutory foundation, including forfeiture under this section, the board of directors shall proceed expeditiously to distribute the property of the foundation as provided in the articles of formation or …

Role of court in administration. (a) The court may intervene in the administration of a statutory foundation only to the extent its jurisdiction is invoked as provided in this act or as otherwise provided by law. (b) A statutory foundation is not subject to continuing judicial su…

Power of court to give directions. (a) Upon application to the court by a founder, protector or statutory foundation, the court may issue a declaratory judgment regarding the following: (i) The meaning and effect of a provision in the articles of formation or operating agreement …

Sealing and availability of documents. Except for information that is otherwise publicly available, the privacy of persons who have organized a statutory foundation shall be protected in any judicial proceeding. A filed document or court order issued concerning a statutory founda…

Continuance. (a) Consistent with subsection (d) of this section, a foreign foundation organized under the laws of a foreign jurisdiction may apply to the secretary of state for registration under this act, upon acknowledgement by the foreign jurisdiction that the domicile of the …

jurisdiction. Transfer of a statutory foundation to another (a) A statutory foundation formed or continued under this act may, if authorized under subsection (f) of this section and by the laws of the foreign jurisdiction, apply to the proper officer of the foreign jurisdiction f…