Title 17 — Title 17 — Corporations, Partnerships And Associations

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…

cooperative. Vote of ownership interests held by 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 …

members. Allocations and distributions to patron (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…

dissolution. A statement that the cooperative is dissolved. Application for court-supervised voluntary 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…

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…

Receiver qualifications and powers. (a) A receiver shall be a natural person or a domestic corporation or a foreign corporation authorized to transact business in this state. A receiver shall give a bond as directed by the court with the sureties required by the court. (b) A rece…

Dissolution action by attorney general; administrative dissolution. (a) A cooperative may be dissolved involuntarily by a decree of a court in this state in an action filed by the attorney general if it is established that: (i) The articles and certificate of organization were pr…

proceedings. Filing claims in court-supervised dissolution (a) In proceedings to dissolve a cooperative, the court may require all creditors and claimants of the cooperative to file their claims under oath with the court administrator or with the receiver in a form prescribed by …

proceedings. Discontinuance of court-supervised dissolution The involuntary or supervised voluntary dissolution of a cooperative may be discontinued at any time during the dissolution proceedings if it is established that cause for dissolution does not exist. The court shall dism…

Court-supervised dissolution order. (a) In an involuntary or supervised voluntary dissolution after the costs and expenses of the proceedings and all debts, obligations and liabilities of the cooperative have been paid or discharged and the remaining property and assets have been…

Filing court's dissolution order. After the court enters an order dissolving a cooperative, the court administrator shall cause a certified copy of the dissolution order to be filed with the secretary of state. The secretary of state may not charge a fee for filing the dissolutio…

Barring of claims. (a) A person who is or becomes a creditor or claimant before, during, or following the conclusion of dissolution proceedings, who does not file a claim or pursue a remedy in a legal, administrative or arbitration proceeding during the pendency of the dissolutio…

Right to sue or defend after dissolution. After a cooperative has been dissolved, any of its former officers, directors or members may assert or defend, in the name of the cooperative, a claim by or against the cooperative.

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.

Certificate of ditch company. Whenever any three (3) or more persons associate under the provisions of this article, to form a company for the purpose of constructing a ditch or ditches for the purpose of conveying water to any mines, mills or lands to be used for mining, milling…

Right-of-way of ditch company; interference with prior ditch and water rights. Any ditch company formed under the provisions of this article shall have the right-of-way over the lines named in the certificate, and shall also have the right to run the water of the stream or stream…

Proper condition of ditches. Every ditch company organized under the provisions of this article shall be required to keep the banks of their ditch or ditches in good condition, so that the water shall not be allowed to escape from the same, to the injury of any mining claim, road…

Applicability of W.S. 17-12-101 through 17-12-104 to existing companies. This act shall apply to all ditch companies already formed and incorporated under the laws of Wyoming.

Authority of ditch and water companies to issue bonds and mortgage property. Every corporation organized under the laws of Wyoming for the purpose of constructing or operating a system of waterworks, within the corporate limits of any city or town, and every ditch and water compa…