Title 17 — Title 17 — Corporations, Partnerships And Associations
32 chapters · 1,419 sections in this title.
W.S. § 17-32-101 Short title
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Short title. This act shall be known and may be cited as the "Wyoming Decentralized Unincorporated Nonprofit Association Act."
W.S. § 17-32-102 (d) A decentralized unincorporated nonprofit association may purchase and maintain insurance on behalf of a member or administrator for liability asserted against or incurred by the member or administ
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(d) A decentralized unincorporated nonprofit association may purchase and maintain insurance on behalf of a member or administrator for liability asserted against or incurred by the member or administrator in that capacity, whether or not the decentralized unincorporated nonprofi…
W.S. § 17-32-103 Governing law; territorial application
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Governing law; territorial application. (a) The law of this state governs any decentralized unincorporated nonprofit association that is formed in this state. (b) A decentralized unincorporated nonprofit association's governing principles shall identify the jurisdiction in which …
W.S. § 17-32-104 Profits; prohibitions on distributions and dividends; compensation and other permitted payments
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Profits; prohibitions on distributions and dividends; compensation and other permitted payments. (a) A decentralized unincorporated nonprofit association may engage in profit-making activities, but profits from any activities shall be used in furtherance of, or set aside for, the…
W.S. § 17-32-105 Real and personal property; decentralized unincorporated nonprofit association as beneficiary, legatee or devisee
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Real and personal property; decentralized unincorporated nonprofit association as beneficiary, legatee or devisee. (a) A decentralized unincorporated nonprofit association in its name may acquire, hold, encumber or transfer an estate or interest in real or personal property. (b) …
W.S. § 17-32-106 Statement of authority as to real property
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Statement of authority as to real property. (a) A decentralized unincorporated nonprofit association shall execute and record a statement of authority to transfer an estate or interest in real property in the name of the decentralized unincorporated nonprofit association. (b) An …
W.S. § 17-32-107 Liability in tort or contract
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Liability in tort or contract. (a) A decentralized unincorporated nonprofit association is a legal entity separate from its members for the purposes of determining and enforcing rights, duties and liabilities in contract and tort. (b) A person is not liable for a breach of a dece…
W.S. § 17-32-108 Capacity to assert and defend; standing
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Capacity to assert and defend; standing. (a) A decentralized unincorporated nonprofit association, in its name, may institute, defend, intervene or participate in a judicial, administrative or other governmental proceeding or in an arbitration, mediation or any other form of alte…
W.S. § 17-32-109 Effect of judgement or order
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Effect of judgement or order. A judgment or order against a decentralized unincorporated nonprofit association is not by itself a judgment or order against a member or administrator of the decentralized unincorporated nonprofit association.
W.S. § 17-32-110 process
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process. Appointment of agent to receive service of (a) A decentralized unincorporated nonprofit association may file in the office of the secretary of state a statement appointing an agent authorized to receive service of process. (b) A statement appointing an agent shall set fo…
W.S. § 17-32-111 Summons and complaint; service on whom
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Summons and complaint; service on whom. In an action or proceeding against a decentralized unincorporated nonprofit association, a summons and complaint shall be served on an agent authorized to receive service of process or a person authorized to administer the affairs of the de…
W.S. § 17-32-112 Claim not abated by change of members, administrators or persons authorized
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Claim not abated by change of members, administrators or persons authorized. A claim for relief against a decentralized unincorporated nonprofit association shall not abate merely because of a change in its members or persons authorized to administer the affairs of the decentrali…
W.S. § 17-32-113 Venue
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Venue. (a) For purposes of venue, a decentralized unincorporated nonprofit association is a resident of a county in which: (i) The decentralized unincorporated nonprofit association has an office; or (ii) The agent authorized to receive service of process under W.S. 17-32-110 res…
W.S. § 17-32-114 of existence
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of existence. Perpetual existence, dissolution, continuation (a) A decentralized unincorporated nonprofit association shall have perpetual existence unless its governing principles otherwise specify. (b) A decentralized unincorporated nonprofit association may be dissolved by any…
W.S. § 17-32-115 of members
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of members. Admission, suspension, dismissal or expulsion (a) A person becomes a member of a decentralized unincorporated nonprofit association in accordance with the governing principles of the decentralized unincorporated nonprofit association. If there are no applicable govern…
W.S. § 17-32-116 Member resignation
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Member resignation. (a) A member may resign as a member of a decentralized unincorporated nonprofit association in accordance with the governing principles of the decentralized unincorporated nonprofit association. If there are no applicable governing principles, a member shall b…
W.S. § 17-32-117 Duties of members
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Duties of members. (a) Unless otherwise provided for in the governing principles, a member shall not have any fiduciary duty to a decentralized unincorporated nonprofit association or to any other member of the decentralized unincorporated nonprofit association solely by reason o…
W.S. § 17-32-118 Member has no agency powers
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Member has no agency powers. (a) A member is not an agent of a decentralized unincorporated nonprofit association solely by reason of being a member. (b) A person's status as a member does not prevent or restrict laws other than this act from imposing liability on a decentralized…
W.S. § 17-32-119 Member interests transferable
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Member interests transferable. Except as otherwise provided in the decentralized unincorporated nonprofit association's governing principles, a member interest or any right thereunder is freely transferable to another person through conveyance of the membership interest.
W.S. § 17-32-120 Approval by members
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Approval by members. (a) Except as otherwise provided in the governing principles, a decentralized unincorporated nonprofit association shall have the approval of the majority of membership interests participating in a vote to: (i) Suspend, dismiss or expel a member; (ii) Select …
W.S. § 17-32-121 Utilization of distributed ledger technology
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Utilization of distributed ledger technology. (a) A decentralized unincorporated nonprofit association may provide for its governance, in whole or in part, through distributed ledger technology, including smart contracts. (b) The governing principles for a decentralized unincorpo…
W.S. § 17-32-122 process
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process. Consensus formation algorithms and governance (a) In accordance with its governing principles, a decentralized unincorporated nonprofit association may: (i) Adopt any reasonable algorithmic means for establishing consensus for the validation of records, as well as for es…
W.S. § 17-32-123 Selection of administrators; rights and duties of administrators
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Selection of administrators; rights and duties of administrators. (a) Unless otherwise provided for in the decentralized unincorporated nonprofit association's governing principles, the members of a decentralized unincorporated nonprofit association may select the decentralized u…
W.S. § 17-32-124 Right to inspect records
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Right to inspect records. (a) Except as provided by subsection (b) of this section, on reasonable notice, a member or administrator of a decentralized unincorporated nonprofit association shall be entitled to an electronic record of any record maintained by the decentralized unin…
W.S. § 17-32-125 Indemnification; advancement of expenses
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Indemnification; advancement of expenses. (a) Unless otherwise provided in its governing principles, a decentralized unincorporated nonprofit association may reimburse a member or administrator for authorized expenses reasonably incurred on behalf of the decentralized unincorpora…
W.S. § 17-32-126 Winding up; termination
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Winding up; termination. (a) A dissolved decentralized unincorporated nonprofit association shall wind up its operations and the decentralized unincorporated nonprofit association shall continue after dissolution only for the purpose of winding up. (b) In winding up a decentraliz…
W.S. § 17-32-127 (a) Mergers
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(a) Mergers. As used in this section: (i) "Constituent organization" means an organization that is merged with one (1) or more other organizations and includes the surviving organization; (ii) "Disappearing organization" means a constituent organization that is not the surviving …
W.S. § 17-32-128 Conversion of entities
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Conversion of entities. A decentralized unincorporated nonprofit association may effect a conversion by complying with the applicable provisions of W.S. 17-26-101 and any applicable provisions of the decentralized unincorporated nonprofit association's governing principles.
W.S. § 17-32-129 Supplemental principles of law
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Supplemental principles of law. Principles of law and equity supplement this act unless displaced by a specific provision of this act.