Title 17, Title 17 — Corporations, Partnerships And Associations
32 chapters · 1,021 sections in this title.
W.S. § 17-4-608 Uniformity and cooperation with other agencies
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Uniformity and cooperation with other agencies. (a) The secretary of state shall, in his discretion, cooperate, coordinate, consult, and, subject to W.S. 17-4-607, share records and information with the securities regulator of another state, Canada, a Canadian province or territo…
W.S. § 17-4-609 Judicial review
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Judicial review. A final order issued by the secretary of state under this act is subject to judicial review in accordance with Wyoming Administrative Procedure Act.
W.S. § 17-4-610 Jurisdiction
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Jurisdiction. (a) W.S. 17-4-301, 17-4-302, 17-4-401(a), 17-4-402(a), 17-4-403(a), 17-4-404(a), 17-4-501, 17-4-506, 17-4-509, and 17-4-510 do not apply to a person that sells or offers to sell a security unless the offer to sell or the sale is made in this state or the offer to pu…
W.S. § 17-4-611 Service of process
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Service of process. (a) A consent to service of process complying with W.S. 17-4-611 required by this act must be signed and filed in the form required by a rule or order under this act. A consent appointing the secretary of state the person's agent for service of process in a no…
W.S. § 17-4-612 Severability clause
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Severability clause. If any provision of this act or its application to any person or circumstances is held invalid, the invalidity does not affect other provisions or applications of this act that can be given effect without the invalid provision or application, and to this end …
W.S. § 17-4-613 Securities enforcement and compliance account; purposes
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Securities enforcement and compliance account; purposes. (a) There is created the securities enforcement and compliance account. Funds within the account shall only be expended by legislative appropriation. All funds within the account shall be invested by the state treasurer and…
W.S. § 17-4-701 Application of act to existing proceeding and existing rights and duties
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Application of act to existing proceeding and existing rights and duties. (a) The predecessor act exclusively governs all actions or proceedings that are pending on the effective date of this act or may be instituted on the basis of conduct occurring before the effective date of …
W.S. § 17-7-301 Short title
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Short title. This act shall be known and may be cited as the Uniform Prudent Management of Institutional Funds Act.
W.S. § 17-7-302 Definitions
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Definitions. (a) As used in this act: (i) "Charitable purpose" means the relief of poverty, the advancement of education or religion, the promotion of health, the promotion of a governmental purpose or any other purpose the achievement of which is beneficial to the community; (ii…
W.S. § 17-7-303 Standard of conduct in managing and investing institutional fund
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Standard of conduct in managing and investing institutional fund. (a) Subject to the intent of a donor expressed in a gift instrument, an institution, in managing and investing an institutional fund, shall consider the charitable purposes of the institution and the purposes of th…
W.S. § 17-7-304 Appropriation for expenditure or accumulation of endowment fund; rules of construction
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Appropriation for expenditure or accumulation of endowment fund; rules of construction. (a) Subject to subsection (d) of this section and to the intent of a donor expressed in the gift instrument, an institution may appropriate for expenditure or accumulate so much of an endowmen…
W.S. § 17-7-305 Delegation of management and investment functions
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Delegation of management and investment functions. (a) Subject to any specific limitation set forth in a gift instrument or in law other than this act, an institution may delegate to an external agent the management and investment of an institutional fund to the extent that an in…
W.S. § 17-7-306 Release or modification of restrictions on management, investment or purpose
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Release or modification of restrictions on management, investment or purpose. (a) If the donor consents in a record, an institution may release or modify, in whole or in part, a restriction contained in a gift instrument on the management, investment or purpose of an institutiona…
W.S. § 17-7-307 Reviewing compliance
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Reviewing compliance. Compliance with this act shall be determined in light of the facts and circumstances existing at the time a decision is made or action is taken.
W.S. § 17-8-101 Incorporation by churches, parishes and societies having governing body; purposes generally
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Incorporation by churches, parishes and societies having governing body; purposes generally. Churches, parishes, and societies of all religious bodies, sects, or denominations in this state, or a board of trustees of such churches, parishes, and societies of all religious bodies,…
W.S. § 17-8-102 Organization meeting; officers
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Organization meeting; officers. The chief or presiding or executive officer of the religious bodies, sects or denominations mentioned in the preceding section may, at such place in this state as he may appoint for the purpose, convene a meeting of himself and some other officer o…
W.S. § 17-8-103 Contents, execution and filing of articles of incorporation; competency to transact business in corporate name
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Contents, execution and filing of articles of incorporation; competency to transact business in corporate name. (a) The said five (5) or more persons, being so convened and organized as a meeting, shall adopt articles of incorporation which shall fix: (i) The name of the church, …
W.S. § 17-8-104 Authority to make bylaws
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Authority to make bylaws. Every incorporation under this act shall be authorized to make such bylaws as may be necessary to carry into effect fully all the purposes of such incorporation; provided, the same be not in conflict with the constitution of the United States, the laws o…
W.S. § 17-8-105 Corporators and members of corporation
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Corporators and members of corporation. The persons attending said meeting shall be the corporators and members of the corporation until their places may be supplied by and under the provisions of the articles of incorporation.
W.S. § 17-8-106 Incorporation by body of Christians for purposes of education, benevolence, charity and missions
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Incorporation by body of Christians for purposes of education, benevolence, charity and missions. If any body of Christians has or shall have, according to its order or mode of government, an organization, whether known as synod, presbytery, conference, episcopate or other name, …
W.S. § 17-8-107 Applicability of general corporation laws
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Applicability of general corporation laws. Corporations organized under the provisions of this act shall be subject to the laws of this state in respect to corporations which are applicable to them, save as herein expressly provided.
W.S. § 17-8-108 Incorporation for establishing benevolent institutions and for holding real and personal property
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Incorporation for establishing benevolent institutions and for holding real and personal property. If any presbytery, synod, conference, episcopate or other ecclesiastical body or association of Christians having jurisdiction over its members throughout the state, or a part there…
W.S. § 17-8-109 Corporations; purposes for which such corporations may be formed
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Corporations; purposes for which such corporations may be formed. Corporations may be formed for acquiring, holding or disposing of church or religious society property, for the benefit of religion, for works of charity and for public worship in the manner hereinafter provided.
W.S. § 17-8-110 Corporations; execution, acknowledgment and filing of articles of incorporation
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Corporations; execution, acknowledgment and filing of articles of incorporation. Any person being the archbishop, bishop, president, trustee in trust, president of stake, president of congregation, overseer, presiding elder, or clergyman, of any church or religious society, who s…
W.S. § 17-8-111 Corporations; contents of articles of incorporation; amendment of articles
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Corporations; contents of articles of incorporation; amendment of articles. (a) The articles of incorporation shall specify: (i) The name of the corporation, by which it shall be known; (ii) The object of said corporation; (iii) The estimated value of the property at the time of …
W.S. § 17-8-112 Corporations; creation and powers generally
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Corporations; creation and powers generally. Upon making and filing for record articles of incorporation as herein provided, the person subscribing the same, and his successor in office by the name or title specified in the articles, shall thereafter be deemed, and is hereby crea…
W.S. § 17-8-113 Corporations; other powers
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Corporations; other powers. Such corporation shall have the power to contract and be contracted with, to sue and be sued, plead and be pleaded in all courts of justice, and to have and use a common seal by which all deeds and acts of such corporation may be authenticated.
W.S. § 17-8-114 Corporations; execution of deeds and other written instruments
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Corporations; execution of deeds and other written instruments. All deeds and other instruments of writing shall be made in the name of the corporation and signed by the person representing the corporation, in the official capacity designated in the articles of incorporation, and…
W.S. § 17-8-115 Corporations; evidence of corporate existence
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Corporations; evidence of corporate existence. The articles of incorporation, or a certified copy of those filed and recorded in the office of the secretary of state, shall be evidence of the existence of such corporation.
W.S. § 17-8-116 Corporations; vesting of title to property in successor; filing of certified copy of commission by successor
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Corporations; vesting of title to property in successor; filing of certified copy of commission by successor. In the event of the death or resignation of any such archbishop, bishop, president, trustee in trust, president of stake, president of congregation, overseer, presiding e…
W.S. § 17-8-117 Vesting of title to property in successor when held beneficially by church official and not by corporation
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Vesting of title to property in successor when held beneficially by church official and not by corporation. In case of the death, resignation or removal of any such archbishop, bishop, president, trustee in trust, president of stake, president of congregation, overseer, presiding…
W.S. § 17-10-101 Purpose of chapter
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Purpose of chapter. In order to promote, foster, and encourage the intelligent and orderly marketing of agricultural products through cooperation, and to eliminate speculation and waste; and to make the distribution of agricultural products as direct as can be efficiently done be…
W.S. § 17-10-102 Definitions; associations deemed nonprofit; short title
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Definitions; associations deemed nonprofit; short title. (a) The term "agricultural products" shall include horticultural, viticultural, forestry, dairy, livestock, poultry, bee, and any farm products. (b) The term "member" shall include actual members of associations without cap…
W.S. § 17-10-103 Formation
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Formation. Five (5) or more persons, qualified electors of the state of Wyoming, engaged in the production of agricultural products may form a nonprofit, cooperative association, with or without capital stock, under the provisions of this act.
W.S. § 17-10-104 Such amendments shall be put into effect by the directors, who shall sign and acknowledge and file, as above provided by the general corporation law of this state, new or revised certificates containi
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Such amendments shall be put into effect by the directors, who shall sign and acknowledge and file, as above provided by the general corporation law of this state, new or revised certificates containing such amendments and superseding the original certificate.
W.S. § 17-10-105 Certificate of incorporation; execution and contents
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Certificate of incorporation; execution and contents. (a) The incorporators shall sign and acknowledge, in the manner required for the signing and acknowledgment of deeds, a certificate of incorporation showing the following facts: (i) The name of the cooperative; (ii) The purpos…
W.S. § 17-10-106 Certificate of incorporation; filing; fees; commencement of corporate existence
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Certificate of incorporation; filing; fees; commencement of corporate existence. The certificate of incorporation shall be filed in the office of the secretary of state. The fees for filing or recording such certificate shall be the same as in the case of corporations formed unde…
W.S. § 17-10-107 Certificate of incorporation; amendment
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Certificate of incorporation; amendment. The certificate of incorporation of any association organized under this act or which may elect to come under the provisions of this act may be amended in the following manner: the board of directors, by majority vote of its members, may p…
W.S. § 17-10-108 Applicability of general corporation law relative to notice for service of process
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Applicability of general corporation law relative to notice for service of process. Public notice of the filing of the original certificate and of all amended certificates shall be given in like manner as that required in the case of corporations formed under the general corporat…
W.S. § 17-10-109 Powers
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Powers. (a) Each cooperative formed under the provisions of this article shall have power: (i) To have succession by its corporate name for the period limited in its certificate; (ii) To sue and be sued, complain and defend in any court; (iii) To establish and use a common seal a…
W.S. § 17-10-110 Members and stock generally
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Members and stock generally. (a) When a member of an association established without capital stock has paid his membership fee in full, he shall receive a certificate of membership. (b) No association shall issue stock to a member until it has been fully paid for. The promissory …
W.S. § 17-10-111 Management by board of directors; composition and election of board; terms of office
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Management by board of directors; composition and election of board; terms of office. The stock, property and concerns of such corporation shall be managed by the board of directors who shall be respectively members, stockholders or subscribers for stock and who shall, after the …
W.S. § 17-10-112 Regular meetings; calling of special meetings; notice of meetings
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Regular meetings; calling of special meetings; notice of meetings. In its bylaws each association shall provide for one (1) or more regular meetings annually. The board of directors shall have the right to call a special meeting at any time, and ten percent (10%) of the members o…
W.S. § 17-10-113 Removal of officers or directors
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Removal of officers or directors. (a) Any member may bring charges against an officer or director by filing them in writing with the secretary of the association, together with a petition signed by ten percent (10%) of the members, requesting the removal of the officer or directo…
W.S. § 17-10-114 Liability of directors for excess of indebtedness over assets or capital
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Liability of directors for excess of indebtedness over assets or capital. If the indebtedness of such corporation shall at any time exceed the amount of the assets of a nonstock corporation or the amount of subscribed capital stock of a stock company, the directors assenting ther…
W.S. § 17-10-115 Apportionment of net profits by directors of corporation with capital stock
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Apportionment of net profits by directors of corporation with capital stock. (a) The directors in any cooperative association organized under this article may set aside a portion of net income to create or maintain a capital reserve as they see fit or may set aside none, in their…
W.S. § 17-10-117 Sales contracts with members
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Sales contracts with members. Any association organized under this act, as agent to sell the products of members or purchase supplies for members may operate upon a nonprofit basis by contracting to pay the members, for products sold by said members to or through the association,…
W.S. § 17-10-118 Liability of directors upon payment of dividends or appointment when corporation insolvent; exception
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Liability of directors upon payment of dividends or appointment when corporation insolvent; exception. If the directors of any corporation organized under this act shall declare and pay any dividend or apportionment of earnings or profits to members or nonmembers when the corpora…
W.S. § 17-10-119 Preparation and disposition of financial statement
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Preparation and disposition of financial statement. At the time of each dividend or apportionment of profits, and at least once in every year, the directors shall cause to be prepared a statement showing the financial condition of the corporation. This statement shall be in such …
W.S. § 17-10-121 Marketing contracts generally
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Marketing contracts generally. (a) The association and its members may make and execute marketing contracts, requiring the members to sell, for a period of time, not over ten (10) years, all or any specified part of their agricultural products or specified commodities exclusively…