Title 17, Title 17 — Corporations, Partnerships And Associations

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…

Certification of meeting notice. (a) After mailing special or regular members' meeting notices or otherwise delivering the notices, the cooperative shall execute a certificate containing the date of mailing or delivery of the notice and a statement that the special or regular mem…

Failure to receive meeting notice. Failure of a member to receive a special or regular members' meeting notice does not invalidate an action that is taken by the members at a members' meeting.

Quorum. (a) The quorum for a members' meeting to transact business shall be: (i) Ten percent (10%) of the total number of members for a cooperative with five hundred (500) or less members; or (ii) Fifty (50) members for cooperatives with more than five hundred (500) members. (b) …

Member voting rights. (a) A patron member of a cooperative is only entitled to one (1) vote on an issue to be voted upon by members holding patron membership interests, except that a patron member of a cooperative described in W.S. 17-10-231 may be entitled to more than one (1) v…

Patron member voting in cooperatives constituted entirely or partially of other cooperatives or associations. (a) A cooperative that is constituted entirely or partially of other cooperatives or associations may authorize by the articles or the bylaws for affiliated cooperative p…

Vote of ownership interests held by cooperative. A cooperative that holds ownership interests of another business entity may, by direction of the cooperative's board, elect or appoint a person to represent the cooperative at a meeting of the business entity. The representative ha…

Allocations and distributions to members. (a) The bylaws shall prescribe the allocation of profits and losses between patron membership interests collectively and other membership interests. If the bylaws do not otherwise provide, the profits and losses between patron membership …

Allocations and distributions to patron members. (a) A cooperative may set aside a portion of net income allocated to the patron membership interests as the board determines advisable to create or maintain a capital reserve. (b) In addition to a capital reserve, the board may, fo…

Distribution of unclaimed property. (a) A cooperative may, in lieu of paying or delivering to the state the unclaimed property specified in its report of unclaimed property, distribute the unclaimed property to a corporation or organization that is exempt from taxation. A coopera…

Merger and consolidation. (a) Unless otherwise prohibited, cooperatives organized under the laws of this state may merge or consolidate with each other or other business entities organized under the laws of this state or another state by complying with the provisions of this sect…

Liquidation. (a) A cooperative shall be liquidated as provided in the articles in a manner consistent with other business entities organized in this state or if not provided, may be liquidated in the same manner as a limited liability company organized in this state or the member…

Methods of dissolution. A cooperative may be dissolved by the members or by order of the court.

Winding up. (a) After the notice of intent to dissolve has been filed with the secretary of state, the board, or the officers acting under the direction of the board, shall proceed as soon as possible: (i) To collect or make provision for the collection of all debts due or owing …

Revocation of dissolution proceedings. (a) Dissolution proceedings may be revoked before the articles of dissolution are filed with the secretary of state. (b) The chair may call a members' meeting to consider the advisability of revoking the dissolution proceedings. The question…

Statute of limitations. The claim of a creditor or claimant against a dissolving cooperative is barred if the claim has not been enforced by initiating legal, administrative or arbitration proceedings concerning the claim by two (2) years after the date the notice of intent to di…

Articles of dissolution. (a) Articles of dissolution of a cooperative shall be filed with the secretary of state after payment of the claims of all known creditors and claimants has been made or provided for and the remaining property has been distributed by the board. The articl…

Application for court-supervised voluntary dissolution. After a notice of intent to dissolve has been filed with the secretary of state and before a certificate of dissolution has been issued, the cooperative or, for good cause shown, a member or creditor may apply to a court wit…

Court-ordered remedies or dissolution. (a) A court may grant equitable relief that it deems just and reasonable in the circumstances or may dissolve a cooperative and liquidate its assets and business in any of the following circumstances: (i) In a supervised voluntary dissolutio…

Procedure in involuntary or court-supervised voluntary dissolution. (a) In dissolution proceedings before a hearing can be completed the court may: (i) Issue injunctions; (ii) Appoint receivers with all powers and duties that the court directs; (iii) Take actions required to pres…