TITLE 17 - CORPORATIONS, PARTNERSHIPS AND ASSOCIATIONS
CHAPTER 1 - BUSINESS CORPORATIONS
ARTICLE 1 - IN GENERAL
17-1-101.� Repealed by Laws 1989, ch. 249, � 3.
17-1-102.� Repealed by Laws 1989, ch. 249, � 3.
17-1-103.� Repealed by Laws 1989, ch. 249, � 3.
17-1-104.� Repealed by Laws 1989, ch. 249, � 3.
17-1-105.� Repealed by Laws 1989, ch. 249, � 3.
17-1-106.� Repealed by Laws 1989, ch. 249, � 3.
17-1-107.� Repealed by Laws 1989, ch. 249, � 3.
17-1-108.� Repealed by Laws 1989, ch. 249, � 3.
17-1-109.� Repealed by Laws 1989, ch. 249, � 3.
17-1-110.� Repealed by Laws 1989, ch. 249, � 3.
17-1-111.� Repealed by Laws 1989, ch. 249, � 3.
17-1-112.� Repealed by Laws 1989, ch. 249, � 3.
17-1-113.� Repealed by Laws 1989, ch. 249, � 3.
17-1-114.� Repealed by Laws 1989, ch. 249, � 3.
17-1-115.� Repealed by Laws 1989, ch. 249, � 3.
17-1-116.� Repealed by Laws 1989, ch. 249, � 3.
17-1-117.� Repealed by Laws 1989, ch. 249, � 3.
17-1-118.� Repealed by Laws 1989, ch. 249, � 3.
17-1-119.� Repealed by Laws 1989, ch. 249, � 3.
17-1-120.� Repealed by Laws 1989, ch. 249, � 3.
17-1-121.� Repealed by Laws 1989, ch. 249, � 3.
17-1-122.� Repealed by Laws 1989, ch. 249, � 3.
17-1-123.� Repealed by Laws 1989, ch. 249, � 3.
17-1-124.� Repealed by Laws 1989, ch. 249, � 3.
17-1-125.� Repealed by Laws 1989, ch. 249, � 3.
17-1-126.� Repealed by Laws 1989, ch. 249, � 3.
17-1-127.� Repealed by Laws 1989, ch. 249, � 3.
17-1-128.� Repealed by Laws 1989, ch. 249, � 3.
17-1-129.� Repealed by Laws 1989, ch. 249, � 3.
17-1-130.� Repealed by Laws 1989, ch. 249, � 3.
17-1-131.� Repealed by Laws 1989, ch. 249, � 3.
17-1-132.� Repealed by Laws 1989, ch. 249, � 3.
17-1-133.� Repealed by Laws 1989, ch. 249, � 3.
17-1-134.� Repealed by Laws 1989, ch. 249, � 3.
17-1-135.� Repealed by Laws 1989, ch. 249, � 3.
17-1-136.� Repealed by Laws 1989, ch. 249, � 3.
17-1-137.� Repealed by Laws 1989, ch. 249, � 3.
17-1-138.� Repealed by Laws 1989, ch. 249, � 3.
17-1-139.� Repealed by Laws 1989, ch. 249, � 3.
17-1-140.� Repealed by Laws 1989, ch. 249, � 3.
17-1-141.� Repealed by Laws 1989, ch. 249, � 3.
17-1-142.� Repealed by Laws 1989, ch. 249, � 3.
17-1-143.� Repealed by Laws 1989, ch. 249, � 3.
17-1-144.� Repealed by Laws 1989, ch. 249, � 3.
ARTICLE 2 - FORMATION OF CORPORATIONS
17-1-201.� Repealed by Laws 1989, ch. 249, � 3.
17-1-202.� Repealed by Laws 1989, ch. 249, � 3.
17-1-203.� Repealed by Laws 1989, ch. 249, � 3.
17-1-204.� Repealed by Laws 1989, ch. 249, � 3.
17-1-205.� Repealed by Laws 1989, ch. 249, � 3.
17-1-206.� Repealed by Laws 1989, ch. 249, � 3.
ARTICLE 3 - AMENDMENTS AND REDUCTION OF CAPITAL
17-1-301.� Repealed by Laws 1989, ch. 249, � 3.
17-1-302.� Repealed by Laws 1989, ch. 249, � 3.
17-1-303.� Repealed by Laws 1989, ch. 249, � 3.
17-1-304.� Repealed by Laws 1989, ch. 249, � 3.
17-1-305.� Repealed by Laws 1989, ch. 249, � 3.
17-1-306.� Repealed by Laws 1989, ch. 249, � 3.
17-1-307.� Repealed by Laws 1989, ch. 249, � 3.
17-1-308.� Repealed by Laws 1989, ch. 249, � 3.
17-1-309.� Repealed by Laws 1989, ch. 249, � 3.
17-1-310.� Repealed by Laws 1989, ch. 249, � 3.
17-1-311.� Repealed by Laws 1989, ch. 249, � 3.
17-1-312.� Repealed by Laws 1989, ch. 249, � 3.
ARTICLE 4 - MERGER AND CONSOLIDATION
17-1-401.� Repealed by Laws 1989, ch. 249, � 3.
17-1-402.� Repealed by Laws 1989, ch. 249, � 3.
17-1-403.� Repealed by Laws 1989, ch. 249, � 3.
17-1-404.� Repealed by Laws 1989, ch. 249, � 3.
17-1-405.� Repealed by Laws 1989, ch. 249, � 3.
17-1-406.� Repealed by Laws 1989, ch. 249, � 3.
ARTICLE 5 - DISPOSITION OF ASSETS; RIGHTS OF DISSENTING SHAREHOLDERS
17-1-501.� Repealed by Laws 1989, ch. 249, � 3.
17-1-502.� Repealed by Laws 1989, ch. 249, � 3.
17-1-503.� Repealed by Laws 1989, ch. 249, � 3.
17-1-504.� Repealed by Laws 1989, ch. 249, � 3.
ARTICLE 6 - DISSOLUTION
17-1-601.� Repealed by Laws 1989, ch. 249, � 3.
17-1-602.� Repealed by Laws 1989, ch. 249, � 3.
17-1-603.� Repealed by Laws 1989, ch. 249, � 3.
17-1-604.� Repealed by Laws 1989, ch. 249, � 3.
17-1-605.� Repealed by Laws 1989, ch. 249, � 3.
17-1-606.� Repealed by Laws 1989, ch. 249, � 3.
17-1-607.� Repealed by Laws 1989, ch. 249, � 3.
17-1-608.� Repealed by Laws 1989, ch. 249, � 3.
17-1-609.� Repealed by Laws 1989, ch. 249, � 3.
17-1-610.� Repealed by Laws 1989, ch. 249, � 3.
17-1-611.� Repealed by Laws 1989, ch. 249, � 3.
17-1-612.� Repealed by Laws 1989, ch. 249, � 3.
17-1-613.� Repealed by Laws 1989, ch. 249, � 3.
17-1-614.� Repealed by Laws 1989, ch. 249, � 3.
17-1-615.� Repealed by Laws 1989, ch. 249, � 3.
17-1-616.� Repealed by Laws 1989, ch. 249, � 3.
17-1-617.� Repealed by Laws 1989, ch. 249, � 3.
17-1-618.� Repealed by Laws 1989, ch. 249, � 3.
17-1-619.� Repealed by Laws 1989, ch. 249, � 3.
17-1-620.� Repealed by Laws 1989, ch. 249, � 3.
17-1-621.� Repealed by Laws 1989, ch. 249, � 3.
17-1-622.� Repealed by Laws 1989, ch. 249, � 3.
ARTICLE 7 - FOREIGN CORPORATIONS GENERALLY
17-1-701.� Repealed by Laws 1989, ch. 249, � 3.
17-1-702.� Repealed by Laws 1989, ch. 249, � 3.
17-1-703.� Repealed by Laws 1989, ch. 249, � 3.
17-1-704.� Repealed by Laws 1989, ch. 249, � 3.
17-1-705.� Repealed by Laws 1989, ch. 249, � 3.
17-1-706.� Repealed by Laws 1989, ch. 249, � 3.
17-1-707.� Repealed by Laws 1989, ch. 249, � 3.
17-1-708.� Repealed by Laws 1989, ch. 249, � 3.
17-1-709.� Repealed by Laws 1989, ch. 249, � 3.
17-1-710.� Repealed by Laws 1989, ch. 249, � 3.
17-1-711.� Repealed by Laws 1985, ch. 47, � 2; 1989, ch. 249, � 3.
17-1-712.� Repealed by Laws 1989, ch. 249, � 3.
17-1-713.� Repealed by Laws 1989, ch. 249, � 3.
17-1-714.� Repealed by Laws 1989, ch. 249, � 3.
17-1-715.� Repealed by Laws 1989, ch. 249, � 3.
17-1-716.� Repealed by Laws 1989, ch. 249, � 3.
17-1-717.� Repealed by Laws 1989, ch. 249, � 3.
17-1-718.� Repealed by Laws 1989, ch. 249, � 3.
17-1-719.� Repealed by Laws 1989, ch. 249, � 3.
ARTICLE 8 - CONTINUANCE OF FOREIGN AND DOMESTIC CORPORATIONS
17-1-801.� Repealed by Laws 1980, ch. 50, � 3.
17-1-802.� Repealed by Laws 1980, ch. 50, � 3.
17-1-803.� Renumbered by Laws 1989, ch. 249, � 2.
17-1-804.� Renumbered by Laws 1989, ch. 249, � 2.
ARTICLE 9 - FEES AND CHARGES
17-1-901.� Repealed by Laws 1989, ch. 249, � 3.
17-1-902.� Repealed by Laws 1989, ch. 249, � 3.
ARTICLE 10 - MISCELLANEOUS PROVISIONS
17-1-1001.� Repealed by Laws 1989, ch. 249, � 3.
17-1-1002.� Repealed by Laws 1989, ch. 249, � 3.
17-1-1003.� Repealed by Laws 1989, ch. 249, � 3.
17-1-1004.� Repealed by Laws 1989, ch. 249, � 3.
17-1-1005.� Repealed by Laws 1989, ch. 249, � 3.
17-1-1006.� Repealed by Laws 1989, ch. 249, � 3.
17-1-1007.� Repealed by Laws 1989, ch. 249, � 3.
17-1-1008.� Repealed by Laws 1989, ch. 249, � 3.
17-1-1009.� Repealed by Laws 1989, ch. 249, � 3.
17-1-1010.� Repealed by Laws 1989, ch. 249, � 3.
17-1-1011.� Repealed by Laws 1989, ch. 249, � 3.
ARTICLE 11 - DOMESTICATION OF FOREIGN CORPORATIONS
17-1-1101.� Renumbered by Laws 1989, ch. 249, � 2.
17-1-1102.� Renumbered by Laws 1989, ch. 249, � 2.
CHAPTER 2 - ANNUAL REPORTS AND LICENSE TAXES
17-2-101.� Renumbered by Laws 1989, ch. 249, � 2.
17-2-102.� Renumbered by Laws 1989, ch. 249, � 2.
17-2-103.� Renumbered by Laws 1989, ch. 249, � 2.
17-2-104.� Renumbered by Laws 1989, ch. 249, � 2.
CHAPTER 3 - PRACTICE OF PROFESSIONS BY CORPORATIONS
17-3-101.� Practice of profession through licensed stockholder or employee authorized.
A corporation organized under the Wyoming Business Corporation Act or the Wyoming Statutory Close Corporation Supplement, whose capital stock is owned exclusively by a person or persons licensed to practice a profession by the state of Wyoming or by an agency, office or instrumentality authorized by the laws of Wyoming to license individuals for the practice of such profession, may, by and through the person or persons of such licensed stockholder or stockholders, or licensed employees, practice and offer professional services in such profession.
17-3-102.� Licensed stockholder or employee subject to certain requirements.
No corporation may offer professional services or practice a profession except by and through the person or persons of its licensed stockholder or stockholders, or licensed employees, each of whom shall retain his professional license in good standing, and shall remain as fully liable and responsible for his professional activities, and subject to all rules, regulations, standards and requirements pertaining thereto, as though practicing individually rather than in a corporation.
17-3-103.� Words or initials to be contained in corporate name.
The corporate name of every professional corporation shall contain either the words "A Professional Corporation" or the capital initials "P.C.". These words or initials shall be the last word of the name of the professional corporation.
17-3-104.� Language to be contained in articles of incorporation; location.
The articles of incorporation of a professional practice corporation incorporated after the date of this act shall contain the following language: "All shareholders of the corporation are, and will continually be, licensed in the profession for which the corporation is formed, and no professional service will be offered by the corporation except by or under the supervision of licensed stockholders or licensed employees." This language shall be inserted in the articles immediately after the provisions pertaining to the aggregate number of shares which the corporation is authorized to issue.
CHAPTER 4 - SECURITIES
17-4-101.� Fraudulent practices prohibited in securities sales and purchases.
(a)� It is unlawful for any person, in connection with the offer, sale or purchase of any security, directly or indirectly:
(i)� To employ any device, scheme, or artifice to defraud;
(ii)� To make any untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they are made, not misleading; or
(iii)� To engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon any person.
17-4-102.� Fraudulent practices prohibited in advisory activities.
(a)� It is unlawful for any person who receives any consideration from another person primarily for advising the other person as to the value of securities or their purchase or sale, whether through the issuance of analyses or reports or otherwise:
(i)� To employ any device, scheme, or artifice to defraud the other person; or
(ii)� To engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon the other person.
17-4-103.� Broker-dealers and agents; registration required; notification when agent begins or terminates activities; expiration of registrations.
(a)� It is unlawful for any person to transact business in this state as a broker-dealer or agent unless he is registered under this act.
(b)� It is unlawful for any broker-dealer or issuer to employ an agent unless the agent is registered. The registration of an agent is not effective during any period when he is not associated with a particular broker-dealer registered under this act or a particular issuer. When an agent begins or terminates a connection with a broker-dealer or issuer, or begins or terminates those activities which make him an agent, the agent as well as the broker-dealer or issuer shall promptly notify the secretary of state.
(c)� Every registration expires one (1) year from its effective date unless renewed.
17-4-104.� Broker-dealers and agents; registration procedure generally; fees; successors; minimum capital requirements; surety bonds or deposits.
(a)� Generally. - A broker-dealer or agent may obtain an initial or renewal registration by filing with the secretary of state an application together with a consent to service of process pursuant to W.S. 17-4-126(g). The application shall contain whatever information the secretary of state by rule requires concerning such matters as (i) the applicant's form and place of organization; (ii) the applicant's proposed method of doing business; (iii) the qualifications and business history of the applicant and, in the case of a broker-dealer, any partner, officer, or director, any person occupying a similar status or performing similar functions, or any person directly or indirectly controlling the broker-dealer; (iv) any injunction or administrative order or conviction of a misdemeanor involving a security or any aspect of the securities business and any conviction of a felony; and (v) the applicant's financial condition and history. The secretary of state may by rule or order require an applicant for initial registration to publish an announcement of the application in one (1) or more specified newspapers published in this state. If no denial order is in effect and no proceeding is pending under W.S. 17-4-106, registration becomes effective at noon of the thirtieth day after an application is filed. The secretary of state may by rule or order specify an earlier effective date, and he may by order defer the effective date until noon of the thirtieth day after the filing of any amendment. Registration of a broker-dealer automatically constitutes registration of any agent who is a partner, officer, or director, or a person occupying a similar status or performing similar functions.
(b)� Every applicant for initial or renewal registration shall pay a filing fee of two hundred dollars ($200.00) in the case of a broker-dealer, and thirty-five dollars ($35.00) in the case of an agent. When an application is denied or withdrawn, the secretary of state shall retain the entire fee.
(c)� Successors. - A registered broker-dealer may file an application for registration of a successor, whether or not the successor is then in existence, for the unexpired portion of the year. There shall be no filing fee.
(d)� Minimum capital. - The secretary of state may by rule or order require a minimum capital for registered broker-dealers subject to the limitations of section 15 of the Securities Exchange Act of 1934.
(e)� Surety bonds. - The secretary of state may by rule or order require registered broker-dealers and agents to post surety bonds in amounts as the secretary of state may prescribe, subject to the limitations of section 15 of the Securities Exchange Act of 1934, and may determine their conditions. Any appropriate deposit of cash or securities shall be accepted in lieu of any bond so required. No bond may be required of any registrant whose net capital, which may be defined by rule, exceeds the amounts required by the secretary of state.� Every bond shall provide for suit thereon by any person who has a cause of action under W.S. 17-4-122 and, if the secretary of state by rule or order requires, by any person who has a cause of action not arising under this chapter.� Every bond shall provide that no suit may be maintained to enforce any liability on the bond unless brought within two (2) years after the sale or other act upon which it is based.
17-4-105.� Broker-dealers and agents; records; financial reports; amendments to documents filed; examinations.
(a)� Every registered broker-dealer shall make and keep such accounts, correspondence, memoranda, papers, books, and other records as the secretary of state prescribes by rule or order, except as provided by section 15 of the Securities Exchange Act of 1934.� All records so required shall be preserved for such period as the secretary of state prescribes by rule or order.
(b)� Every registered broker-dealer shall file such financial reports as the secretary of state prescribes by rule or order, as provided by section 15 of the Securities Exchange Act of 1934.
(c)� If the information contained in any document filed with the secretary of state is or becomes inaccurate or incomplete in any material respect, the registrant shall promptly file a correcting amendment unless notification of the correction has been given under W.S. 17-4-103(b).
(d)� All the records referred to in subsection (a) of this section are subject at any time or from time to time to such reasonable periodic, special, or other examinations by representatives of the secretary of state, within or without this state, as the secretary of state deems necessary or appropriate in the public interest or for the protection of investors. For the purpose of avoiding unnecessary duplication of examinations, the secretary of state, insofar as he deems it practicable in administering this subsection, may cooperate with the securities administrators of other states, the securities and exchange commission, and any national securities exchange or national securities association registered under the Securities Exchange Act of 1934.
17-4-106.� Broker-dealers and agents; denial, revocation, suspension, cancellation or withdrawal of registration.
(a)� The secretary of state may by order deny, suspend, make conditional or probationary or revoke any registration or may impose a civil penalty, require restitution to investors, censure or reprimand, require remedial training, impose special reporting requirements or impose other conditions, which he determines to be in the public interest, against any registration or registered person if he finds:
(i)� That the order is in the public interest; and
(ii)� That the applicant or registrant or, in the case of a broker-dealer, any partner, officer, or director, any person occupying a similar status or performing similar functions, or any person directly or indirectly controlling the broker-dealer:
(A)� Has filed an application for registration which as of its effective date, or as of any date after filing in the case of an order denying effectiveness, was incomplete in any material respect or contained any statement which was, in light of the circumstances under which it was made, false or misleading with respect to any material fact;
(B)� Has willfully violated or willfully failed to comply with any provision of this act or a predecessor act or any rule or order under this act or a predecessor act;
(C)� Has been convicted, within the past ten (10) years, of any misdemeanor involving a security or any aspect of the securities business, or any felony;
(D)� Is permanently or temporarily enjoined by any court of competent jurisdiction from engaging in or continuing any conduct or practice involving any aspect of the securities business;
(E)� Is the subject of an order of the secretary of state denying, suspending, or revoking registration as a broker-dealer or agent;
(F)� Is the subject of an order entered within the past five (5) years by the securities administrator of any other state or by the securities and exchange commission denying or revoking registration as a broker-dealer, agent, or investment adviser, or the substantial equivalent of those terms as defined in this act, or is the subject of an order of the securities and exchange commission suspending or expelling him from a national securities exchange or national securities association registered under the Securities Exchange Act of 1934, or is the subject of a United States post office fraud order; but:
(I)� The secretary of state may not institute a revocation or suspension proceeding under subparagraph (F) more than one (1) year from the date of the order relied on; and
(II)� He may not enter an order under subparagraph (F) on the basis of an order under another state act unless that order was based on facts which would currently constitute a ground for an order under this section.
(G)� Has engaged in dishonest or unethical practices in the securities business;
(H)� Is insolvent, either in the sense that his liabilities exceed his assets or in the sense that he cannot meet his obligations as they mature; but the secretary of state may not enter an order against a broker-dealer under this clause without a finding of insolvency as to the broker-dealer; or
(J)� Is not qualified on the basis of such factors as training, experience, and knowledge of the securities business, except as otherwise provided in subsection (b) of this section.
(b)� The secretary of state may by order deny, suspend, or revoke any registration if he finds:
(i)� That the order is in the public interest; and
(ii)� That the applicant or registrant:
(A)� Has failed reasonably to supervise his agents if he is a broker-dealer; or
(B)� Has failed to pay the proper filing fee; but the secretary of state may enter only a denial order under this subparagraph, and he shall vacate any such order when the deficiency has been corrected.
(c)� The secretary of state may not institute a suspension or revocation proceeding on the basis of a fact or transaction known to him when registration became effective unless the proceeding is instituted within the next thirty (30) days.
(d)� The following provisions govern the application of W.S. 17-4-106(a)(ii)(J):
(i)� The secretary of state may not enter an order against a broker-dealer on the basis of the lack of qualification of any person other than:
(A)� The broker-dealer himself if he is an individual; or
(B)� An agent of the broker-dealer.
(ii)� The secretary of state may not enter an order solely on the basis of lack of experience if the applicant or registrant is qualified by training or knowledge or both;
(iii)� The secretary of state shall consider that an agent who will work under the supervision of a registered broker-dealer need not have the same qualifications as a broker-dealer;
(iv)� The secretary of state may by rule provide for an examination, which may be written or oral or both, to be taken by any class of or all applicants, and provide for a reasonable fee to be paid before the examination is taken.
(e)� The secretary of state may by order summarily postpone or suspend registration pending final determination of any proceeding under this section. Upon entry of the order, the secretary of state shall promptly notify the applicant or registrant, as well as the employer or prospective employer if the applicant or registrant is an agent, that it has been entered and of the reasons therefor and that within fifteen (15) days after the receipt of a written request the matter will be set down for hearing. If no hearing is requested and none is ordered by the secretary of state, the order will remain in effect until it is modified or vacated by the secretary of state. If hearing is requested or ordered, the secretary of state, after notice of and opportunity for hearing, may modify or vacate the order or extend it until final determination.
(f)� If the secretary of state finds that any registrant or applicant for registration is no longer in existence or has ceased to do business as a broker-dealer or agent, or is subject to an adjudication of mental incompetence or to the control of a committee, conservator, or guardian, or cannot be located after reasonable search, the secretary of state may by order cancel the registration or application.
(g)� Withdrawal from registration as a broker-dealer or agent becomes effective thirty (30) days after receipt of an application to withdraw or within such shorter period of time as the secretary of state may determine, unless a revocation or suspension proceeding is pending when the application is filed or a proceeding to revoke or suspend or to impose conditions upon the withdrawal is instituted within thirty (30) days after the application is filed. If a proceeding is pending or instituted, withdrawal becomes effective at such time and upon such conditions as the secretary of state by order determines. If no proceeding is pending or instituted and withdrawal automatically becomes effective, the secretary of state may nevertheless institute a revocation or suspension proceeding under W.S. 17-4-106(a)(ii)(B) within one (1) year after withdrawal became effective and enter a revocation or suspension order as of the last date on which registration was effective.
(h)� No order may be entered under any part of this section except the first sentence of subsection (e) without:
(i)� Appropriate notice to the applicant or registrant (as well as the employer or prospective employer if the applicant or registrant is an agent);
(ii)� Opportunity for hearing; and
(iii)� Written findings of fact and conclusions of law.
(j)� Any order imposing a civil penalty, assessing costs, requiring restitution or imposing any other monetary penalty shall be entered in accordance with the provisions of W.S. 17-4-124(f).� Civil and monetary penalties other than costs and restitution shall be collected and paid to the state treasurer and credited as provided in W.S. 8-1-109.
17-4-107.� Registration of securities; required; exception for exemptions.
(a)� It is unlawful for any person to offer or sell any security in this state unless:
(i)� It is registered under this chapter;
(ii)� The security or transaction is exempted under W.S. 17-4-114; or
(iii)� It is a covered security.
17-4-108.� Registration of securities; registration by notification.
(a)� The following securities may be registered by notification, whether or not they are also eligible for registration by coordination under W.S. 17-4-109:
(i)� Any security whose issuer and any predecessors have been in continuous operation for at least five (5) years if (A) there has been no default during the current fiscal year or within the three (3) preceding fiscal years in the payment of principal, interest, or dividends on any security of the issuer (or any predecessor) with a fixed maturity or a fixed interest or dividend provision, and (B) the issuer and any predecessors during the past three (3) fiscal years have had average net earnings, determined in accordance with generally accepted accounting practices, (I) which are applicable to all securities without a fixed maturity or a fixed interest or dividend provision outstanding at the date the registration statement is filed and equal at least five percent (5%) of the amount of such outstanding securities (as measured by the maximum offering price or the market price on a day, selected by the registrant, within thirty (30) days before the date of filing the registration statement, whichever is higher, or book value on a day, selected by the registrant, within ninety (90) days of the date of filing the registration statement to the extent that there is neither a readily determinable market price nor a cash offering price), or (II) which, if the issuer and any predecessors have not had any security of the type specified in clause (I) outstanding for three (3) full fiscal years, equal to at least five percent (5%) of the amount (as measured in clause (I)) of all securities which will be outstanding if all the securities being offered or proposed to be offered (whether or not they are proposed to be registered or offered in this state) are issued;
(ii)� Any security registered for nonissuer distribution if (A) any security of the same class has ever been registered under this act or a predecessor act, or (B) the security being registered was originally issued pursuant to an exemption under this act or a predecessor act.
(b)� A registration statement under this section shall contain the following information and be accompanied by the following documents in addition to the information specified in W.S. 17-4-111(c) and the consent to service of process required by W.S. 17-4-126(g):
(i)� A statement demonstrating eligibility for registration by notification;
(ii)� With respect to the issuer and any significant subsidiary: its name, address, and form of organization; the state (or foreign jurisdiction) and the date of its organization; and the general character and location of its business;
(iii)� With respect to any person on whose behalf any part of the offering is to be made in a nonissuer distribution: his name and address; the amount of securities of the issuer held by him as of the date of the filing of the registration statement; and a statement of his reasons for making the offering;
(iv)� A description of the security being registered;
(v)� The information and documents specified in W.S. 17-4-110(b)(viii), (x) and (xii); and
(vi)� In the case of any registration under W.S. 17-4-108(a)(ii) which does not also satisfy the conditions of W.S. 17-4-108(a)(i) a balance sheet of the issuer as of a date within four (4) months prior to the filing of the registration statement, and a summary of earnings for each of the two (2) fiscal years preceding the date of the balance sheet and for any period between the close of the last fiscal year and the date of the balance sheet, or for the period of the issuer's and any predecessors' existence if less than two (2) years.
(c)� If no stop order is in effect and no proceeding is pending under W.S. 17-4-112, a registration statement under this section automatically becomes effective at one o'clock standard time in the afternoon of the second full business day after the filing of the registration statement or the last amendment, or at such earlier time as the secretary of state determines.
17-4-109.� Registration of securities; registration by coordination.
(a)� Any security for which a registration statement has been filed under the Securities Act of 1933, or for which a filing has been made pursuant to section 3(b) or 3(c) of that act, in connection with the same offering may be registered by coordination.
(b)� A registration statement under this section shall contain the following information and be accompanied by the following documents in addition to the information specified in W.S. 17-4-111(c) and the consent to service of process required by W.S. 17-4-126;
(i)� Two (2) copies of the latest form of prospectus filed under the Securities Act of 1933;
(ii)� If the secretary of state by rule or otherwise requires, a copy of the articles of incorporation and bylaws (or their substantial equivalent) currently in effect, a copy of any agreements with or among underwriters, a copy of any indenture or other instrument governing the issuance of the security to be registered, and a specimen or copy of the security;
(iii)� If the secretary of state requests, any other information, or copies of any other documents, filed under the Securities Act of 1933; and
(iv)� An undertaking to forward all amendments to the federal prospectus, other than an amendment which merely delays the effective date of the registration statement, promptly and in any event not later than the first business day after the day they are forwarded to or filed with the securities and exchange commission, whichever first occurs.
(c)� A registration statement under this section automatically becomes effective at the moment the federal registration statement becomes effective if all the following conditions are satisfied:
(i)� No stop order is in effect and no proceeding is pending under W.S. 17-4-112;
(ii)� The registration statement has been on file with the secretary of state for at least ten (10) days; and
(iii)� A statement of the maximum and minimum proposed offering prices and the maximum underwriting discounts and commissions has been on file for two (2) full business days or such shorter periods as the secretary of state permits by rule or otherwise and the offering is made within those limitations.
(d)� The registrant shall promptly notify the secretary of state by telephone or telegram of the date and time when the federal registration statement became effective and the content of the price amendment, if any, and shall promptly file a post effective amendment containing the information and documents in the price amendment. "Price amendment" means the final federal amendment which includes a statement of the offering price, underwriting and selling discounts or commissions, amount of proceeds, conversion rates, call prices, and other matters dependent upon the offering price. Upon failure to receive the required notification and post effective amendment with respect to the price amendment, the secretary of state may enter a stop order, without notice or hearing, retroactively denying effectiveness to the registration statement or suspending its effectiveness until compliance with this subsection, if he promptly notifies the registrant by telephone or telegram (and promptly confirms by letter or telegraph when he notifies by telephone) of the issuance of the order. If the registrant proves compliance with the requirements of this subsection as to notice and post effective amendment, the stop order is void as of the time of its entry. The secretary of state may by rule or otherwise waive either or both of the conditions specified in paragraphs (c)(ii) and (iii) of this section. If the federal registration statement becomes effective before all the conditions in this subsection are satisfied and they are not waived, the registration statement automatically becomes effective as soon as all the conditions are satisfied. If the registrant advises the secretary of state of the date when the federal registration statement is expected to become effective, the secretary of state shall promptly advise the registrant by telephone or telegram, at the registrant's expense, whether all the conditions are satisfied and whether he then contemplates the institution of a proceeding under W.S. 17-4-112; but this advice by the secretary of state does not preclude the institution of such a proceeding at any time.
17-4-110.� Registration of securities; registration by qualification.
(a)� Any security may be registered by qualification.
(b)� A registration statement under this section shall contain the following information and be accompanied by the following documents in addition to the information specified in W.S. 17-4-111(c) and the consent to service of process required by W.S. 17-4-126(g):
(i)� With respect to the issuer and any significant subsidiary: its name, address, and form of organization; the state or foreign jurisdiction and date of its organization; the general character and location of its business; a description of its physical properties and equipment; and a statement of the general competitive conditions in the industry or business in which it is or will be engaged;
(ii)� With respect to every director and officer of the issuer, or person occupying a similar status or performing similar functions: his name, address, and principal occupation for the past five (5) years; the amount of securities of the issuer held by him as of a specified date within thirty (30) days of the filing of the registration statement; the amount of the securities covered by the registration statement to which he has indicated his intention to subscribe; and a description of any material interest in any material transaction with the issuer or any significant subsidiary effected within the past three (3) years or proposed to be effected;
(iii)� With respect to persons covered by paragraph (b)(ii) of this section: the remuneration paid during the past twelve (12) months and estimated to be paid during the next twelve (12) months, directly or indirectly, by the issuer (together with all predecessors, parents, subsidiaries, and affiliates) to all those persons in the aggregate;
(iv)� With respect to any person owning of record, or beneficially if known, ten percent (10%) or more of the outstanding shares of any class of equity security of the issuer: the information specified in paragraph (b)(ii) of this section other than his occupation;
(v)� With respect to every promoter if the issuer was organized within the past three (3) years: the information specified in paragraph (b)(ii) of this section, any amount paid to him within that period or intended to be paid to him, and the consideration for any such payment;
(vi)� With respect to any person on whose behalf any part of the offering is to be made in a nonissuer distribution: his name and address; the amount of securities of the issuer held by him as of the date of the filing of the registration statement; a description of any material interest in any material transaction with the issuer or any significant subsidiary effected within the past three (3) years of proposed to be effected; and a statement of his reasons for making the offering;
(vii)� The capitalization and long-term debt (on both a current and pro forma basis) of the issuer and any significant subsidiary, including a description of each security outstanding or being registered or otherwise offered, and a statement of the amount and kind of consideration (whether in the form of cash, physical assets, services, patents, goodwill, or anything else) for which the issuer or any subsidiary has issued any of its securities within the past two (2) years or is obligated to issue any of its securities;
(viii)� The kind and amount of securities to be offered; the proposed offering price or the method by which it is to be computed; any variation therefrom at which any portion of the offering is to be made to any person or class of persons other than the underwriters, with a specification of any such person or class; the basis upon which the offering is to be made if otherwise than for cash; the estimated aggregate underwriting and selling discounts or commissions and finders' fees (including separately cash, securities, contracts, or anything else of value to accrue to the underwriters or finders in connection with the offering) or, if the selling discounts or commissions are variable, the basis of determining them and their maximum and minimum amounts; the estimated amounts of other selling expenses, including legal, engineering, and accounting charges; the name and address of every underwriter and every recipient of a finder's fee; a copy of any underwriting or selling group agreement pursuant to which the distribution is to be made, or the proposed form of any such agreement whose terms have not yet been determined; and a description of the plan of distribution of any securities which are to be offered otherwise than through an underwriter;
(ix)� The estimated cash proceeds to be received by the issuer from the offering; the purposes for which the proceeds are to be used by the issuer; the amount to be used for each purpose; the order or priority in which the proceeds will be used for the purposes stated; the amounts of any funds to be raised from other sources to achieve the purposes stated; the sources of any such funds; and, if any part of the proceeds is to be used to acquire any property (including goodwill) otherwise than in the ordinary course of business, the names and addresses of the vendors, the purchase price, the names of any persons who have received commissions in connection with the acquisition, and the amounts of any such commissions and any other expense in connection with the acquisition (including the cost of borrowing money to finance the acquisition);
(x)� A description of any stock options or other security options outstanding, or to be created in connection with the offering, together with the amount of any such options held or to be held by every person required to be named in paragraph (b)(ii), (iv), (v), (vi), or (viii) of this section and by any person who holds or will hold ten percent (10%) or more in the aggregate of any such options;
(xi)� The dates of, parties to, and general effect concisely stated of, every management or other material contract made or to be made otherwise than in the ordinary course of business if it is to be performed in whole or in part at or after the filing of the registration statement or was made within the past two (2) years, together with a copy of every such contract; and a description of any pending litigation or proceeding to which the issuer is a party and which materially affects its business or assets (including any such litigation or proceeding known to be contemplated by governmental authorities);
(xii)� A copy of any prospectus, pamphlet, circular, form letter, advertisement, or other sales literature intended as of the effective date to be used in connection with the offering;
(xiii)� A specimen or copy of the security being registered; a copy of the issuer's articles of incorporation and bylaws, or their substantial equivalents, as currently in effect; and a copy of any indenture or other instrument covering the security to be registered;
(xiv)� A signed or conformed copy of an opinion of counsel as to the legality of the security being registered (with an English translation if it is in a foreign language), which shall state whether the security when sold will be legally issued, fully paid, and nonassessable, and, if a debt security, a binding obligation of the issuer;
(xv)� The written consent of any accountant, engineer, appraiser, or other person whose profession gives authority to a statement made by him, if any such person is named as having prepared or certified a report or valuation (other than a public and official document or statement) which is used in connection with the registration statement;
(xvi)� A balance sheet of the issuer as of a date within four (4) months prior to the filing of the registration statement; a profit and loss statement and analysis of surplus for each of the three (3) fiscal years preceding the date of the balance sheet and for any period between the close of the last fiscal year and the date of the balance sheet, or for the period of the issuer's and any predecessors' existence if less than three (3) years; and, if any part of the proceeds of the offering is to be applied to the purchase of any business, the same financial statements which would be required if that business were the registrant; and
(xvii)� Such additional information as the secretary of state requires by rule or order.
(c)� A registration statement under this section becomes effective when the secretary of state so orders.
(d)� The secretary of state may by rule or order require as a condition of registration under this section that a prospectus containing any designated part of the information specified in subsection (b) be sent or given to each person to whom an offer is made before or concurrently with:
(i)� The first written offer made to him (otherwise than by means of a public advertisement) by or for the account of the issuer or any other person on whose behalf the offering is being made, or by any underwriter or broker-dealer who is offering part of an unsold allotment or subscription taken by him as a participant in the distribution;
(ii)� The confirmation of any sale made by or for the account of any such person;
(iii)� Payment pursuant to any such sale; or
(iv)� Delivery of the security pursuant to any such sale, whichever first occurs.
17-4-111.� Registration of securities; registration provisions generally.
(a)� Who may file statement. - A registration statement may be filed by the issuer, any other person on whose behalf the offering is to be made, or a registered broker-dealer.
(b)� Every person shall pay a filing fee of 1/50 of 1 percent (.0002) of the total dollar offering amount to be offered in this state, but the fee shall in no case be less than two hundred dollars ($200.00) nor more than six hundred dollars ($600.00) when filing an initial registration statement or renewing a previously filed registration statement. When a registration statement is withdrawn before the effective date or a preeffective stop order is entered under W.S. 17-4-112 the secretary of state shall retain one hundred dollars ($100.00) of the fee.
(c)� Contents of statement. - Every registration statement shall specify:
(i)� The amount of securities to be offered in this state;
(ii)� The states in which a registration statement or similar document in connection with the offering has been or is to be filed; and
(iii)� Any adverse order, judgment, or decree entered in connection with the offering by the regulatory authorities in each state or by any court or the securities and exchange commission.
(d)� Incorporation of previously filed documents. - Any document filed under this act or a predecessor act within five (5) years preceding the filing of a registration statement may be incorporated by reference in the registration statement to the extent that the document is currently accurate.
(e)� Permitting omissions from statement. - The secretary of state may by rule or otherwise permit the omission of any item of information or document from any registration statement.
(f)� Information which may not be required. - In the case of a nonissuer distribution, information may not be required under W.S. 17-4-110 or 17-4-111(k) unless it is known to the person filing the registration statement or to the persons on whose behalf the distribution is to be made, or can be furnished by them without unreasonable effort or expense.
(g)� Escrow or impounding. - The secretary of state may by rule or order require as a condition of registration by qualification or coordination (i) that any security issued within the past three (3) years or to be issued to a promoter for a consideration substantially different from the public offering price or to any person for a consideration other than cash, be deposited in escrow; and (ii) that the proceeds from the sale of the registered security in this state be impounded until the issuer receives a specified amount from the sale of the security either in this state or elsewhere. The secretary of state may by rule or order determine the conditions of any escrow or impounding required hereunder, but he may not reject a depository solely because of location in another state.
(h)� Subscription or sale contract. - The secretary of state may by rule or order require as a condition of registration that any security registered by qualification or coordination be sold only on a specified form of subscription or sale contract, and that a signed or conformed copy of each contract be filed with the secretary of state or preserved for any period up to three (3) years specified in the rule or order.
(j)� Duration of statement. - Every registration statement is effective for one (1) year from its effective date except during the time a stop order is in effect under W.S. 17-4-112. A request for renewing a registration statement for an additional year shall be accompanied by a sales report pursuant to subsection (k) of this section and the prescribed filing fee.� All outstanding securities of the same class as a registered security are considered to be registered for the purpose of any nonissuer transaction (i) so long as the registration statement is effective and (ii) between the thirtieth day after the entry of any stop order suspending or revoking the effectiveness of the registration statement under W.S. 17-4-112 (if the registration statement did not relate in whole or in part to a nonissuer distribution) and one (1) year from the effective date of the registration statement. A registration statement may not be withdrawn for one (1) year from its effective date if any securities of the same class are outstanding. A registration statement may be withdrawn otherwise only in the discretion of the secretary of state.
(k)� Reports. - So long as a registration statement is effective, the secretary of state may by rule or order require the person who filed the registration statement to file reports, not more often than quarterly, to keep reasonably current the information contained in the registration statement and to disclose the progress of the offering.
(m)� Amendments. - A registration statement relating to a security issued by a face amount certificate company or a redeemable security issued by an open-end management company or unit investment trust, as those terms are defined in the Investment Company Act of 1940, may be amended after its effective date so as to increase the securities specified as proposed to be offered. Such an amendment becomes effective when the secretary of state so orders. Every person filing such an amendment shall pay the filing fee specified in subsection (b) of this section.
17-4-112.� Registration of securities; denial, suspension or revocation of registration; stop orders.
(a)� The secretary of state may issue a stop order denying effectiveness to, or suspending or revoking the effectiveness of, any registration statement if he finds that the order is in the public interest and that:
(i)� The registration statement as of its effective date or as of any earlier date in the case of an order denying effectiveness, or any amendment under W.S. 17-4-111(m) as of its effective date, or any report under W.S. 17-4-111(k) is incomplete in any material respect or contains any statement which was, in the light of the circumstances under which it was made, false or misleading with respect to any material fact;
(ii)� Any provision of this act or any rule, order, or condition lawfully imposed under this act has been willfully violated, in connection with the offering, by:
(A)� The person filing the registration statement;
(B)� The issuer, any partner, officer, or director of the issuer, any person occupying a similar status or performing similar functions, or any person directly or indirectly controlling or controlled by the issuer, but only if the person filing the registration statement is directly or indirectly controlled by or acting for the issuer; or
(C)� Any underwriter;
(iii)� The security registered or sought to be registered is the subject of an administrative stop order or similar order or a permanent or temporary injunction of any court of competent jurisdiction entered under any other federal or state act applicable to the offering, but:
(A)� The secretary of state may not institute a proceeding against an effective registration statement under paragraph (iii) of this subsection more than one (1) year from the date of the order or injunction relied on; and
(B)� He may not enter an order under paragraph (iii) of this subsection on the basis of an order or injunction entered under any other state act unless that order or injunction was based on facts which would currently constitute a ground for a stop order under this section.
(iv)� The issuer's enterprise or method of business includes or would include activities which are illegal where performed;
(v)� The offering has worked or tended to work a fraud upon purchasers or would so operate;
(vi)� The offering has been or would be made with unreasonable amounts of underwriters' and sellers' discounts, commissions, or other compensation, or promoters' profits or participation, or unreasonable amounts or kinds of options;
(vii)� When a security is sought to be registered by notification, it is not eligible for such registration;
(viii)� When a security is sought to be registered by coordination, there has been a failure to comply with the undertaking required by W.S. 17-4-109(b)(iv); or
(ix)� The applicant or registrant has failed to pay the proper filing fee; but the secretary of state may enter only a denial order under this subdivision and he shall vacate any such order when the deficiency has been corrected.
(b)� The secretary of state may not institute a stop order proceeding against an effective registration statement on the basis of a fact or transaction known to him when the registration statement became effective unless the proceeding is instituted within the next thirty (30) days.
(c)� The secretary of state may by order summarily postpone or suspend the effectiveness of the registration statement pending final determination of any proceeding under this section. Upon the entry of the order, the secretary of state shall promptly notify each person specified in subsection (a) of this section that it has been entered and of the reasons therefor and that within fifteen (15) days after the receipt of a written request the matter will be set down for hearing. If no hearing is requested and none is ordered by the secretary of state, the order will remain in effect until it is modified or vacated by the secretary of state. If a hearing is requested or ordered, the secretary of state, after notice of and opportunity for hearing to each person specified in subsection (d) of this section, may modify or vacate the order or extend it until final determination.
(d)� No stop order may be entered under any part of this section except the first sentence of subsection (c) of this section without:
(i)� Appropriate notice to the applicant or registrant, the issuer, and the person on whose behalf the securities are to be or have been offered;
(ii)� Opportunity for hearing; and
(iii)� Written findings of fact and conclusions of law.
(e)� The secretary of state may vacate or modify a stop order if he finds that the conditions which prompted its entry have changed or that it is otherwise in the public interest to do so.
17-4-113.� Definitions.
(a)� When used in this act, unless the context otherwise requires:
(i)� "Administrator" means the secretary of state;
(ii)� "Agent" means any individual other than a broker-dealer who represents a broker-dealer or issuer in effecting or attempting to effect purchases or sales of securities. "Agent" does not include an individual who represents (A) an issuer in (I) effecting transactions in a security exempted by W.S. 17-4-114(a)(i), (ii), (iii), (ix) or (x), (II) effecting transactions exempted by W.S. 17-4-114(b), (III) effecting transactions in a covered security as described in section 18(b)(3) and 18(b)(4)(D) of the Securities Act of 1933, or (IV) effecting transactions with existing employees, partners or directors of the issuer if no commission or other remuneration is paid or given directly or indirectly for soliciting any person in this state; or (B) a broker-dealer in effecting transactions in this state limited to those transactions described in section 15(h)(2) of the Securities Exchange Act of 1934.� A partner, officer, or director of a broker-dealer or issuer, or a person occupying a similar status or performing similar functions, is an agent only if he otherwise comes within this definition;
(iii)� "Broker-dealer" means any person engaged in the business of effecting transactions in securities for the account of others or for his own account. "Broker-dealer" does not include:
(A)� An agent;
(B)� An issuer;
(C)� A bank, savings institution, or trust company, engaging in securities transactions limited to trust or banking functions and not with the general public;
(D)� A person who has no place of business in this state if:
(I)� He effects transactions in this state exclusively with or through (1) the issuers of the securities involved in the transactions, (2) other broker-dealers or (3) banks, savings institutions, trust companies, insurance companies, investment companies as defined in the Investment Company Act of 1940, pension or profit-sharing trusts, or other financial institutions or institutional buyers, whether acting for themselves or as trustees; or
(II)� During any period of twelve (12) consecutive months he does not direct more than fifteen (15) offers to sell or buy into this state in any manner to persons other than those specified in subdivision (I) of this subparagraph, whether or not the offeror or any of the offerees is then present in this state.
(E)� A person who is resident in Canada, has no office or other physical presence in this state, and complies with the following conditions:
(I)� Is a member of a self-regulatory organization or stock exchange in Canada;
(II)� Maintains his provincial or territorial registration and his membership in a self-regulatory organization or stock exchange in good standing;
(III)� Is not in violation of W.S. 17-4-101; and
(IV)� Only effects or attempts to effect transactions in securities:
(1)� With or for a person from Canada who is temporarily present in this state, with whom the Canadian person had a bona fide business-client relationship before the person entered this state; or
(2)� With or for a person from Canada who is present in this state, whose transactions are in a self-directed tax advantaged retirement plan in Canada of which the person is the holder or contributor.
(iv)� "Fraud", "deceit", and "defraud" are not limited to common-law deceit;
(v)� "Guaranteed" means guaranteed as to payment of principal, interest, or dividends;
(vi)� "Issuer" means any person who issues or proposes to issue any security, except that with respect to certificates of deposit, voting trust certificates, or collateral trust certificates, or with respect to certificates of interest or shares in an unincorporated investment trust not having a board of directors or persons performing similar functions or of the fixed, restricted management, or unit type, the term "issuer" means the person or persons performing the acts and assuming the duties of depositor or manager pursuant to the provisions of the trust or other agreement or instrument under which the security is issued;
(vii)� "Nonissuer" means not directly or indirectly for the benefit of the issuer;
(viii)� "Person" means an individual, a corporation, a partnership, an association, a joint-stock company, a trust where the interests of the beneficiaries are evidenced by a security, an unincorporated organization, a government, or political subdivision of a government;
(ix)(A)� "Sale" or "sell" includes every contract of sale of, contract to sell, or disposition of, a security or interest in a security for value;
(B)� "Offer" or "offer to sell" includes every attempt or offer to dispose of, or solicitation of an offer to buy, a security or interest in a security for value;
(C)� Any security given or delivered with, or as a bonus on account of, any purchase of securities or any other thing is considered to constitute part of the subject of the purchase and to have been offered and sold for value;
(D)� A purported gift of assessable stock is considered to involve an offer and sale;
(E)� Every sale or offer of a warrant or right to purchase or subscribe to another security of the same or another issuer, as well as every sale or offer of a security which gives the holder a present or future right or privilege to convert into another security of the same or another issuer, is considered to include an offer of the other security;
(F)� The terms defined in this subsection do not include:
(I)� Any bona fide pledge or loan;
(II)� Any stock dividend, whether the corporation distributing the dividend is the issuer of the stock or not, if nothing of value is given by stockholders for the dividend other than the surrender of a right to a cash or property dividend when each stockholder may elect to take the dividend in cash or property or in stock;
(III)� Any act incident to a class vote by stockholders, pursuant to the certificate of incorporation or the applicable corporation statute, on a merger, consolidation, reclassification of securities, or sale of corporate assets in consideration of the issuance of securities of another corporation; or
(IV)� Any act incident to a judicially approved reorganization in which a security is issued in exchange for one (1) or more outstanding securities, claims, or property interests, or partly in such exchange and partly for cash.
(x)� "Securities Act of 1933", "Securities Exchange Act of 1934", "Public Utility Holding Company Act of 1935", and "Investment Company Act of 1940" mean the federal statutes of those names as amended before or after the effective date of this act;
(xi)� "Security" means any note; stock; treasury stock; bond; debenture; evidence of indebtedness; certificate of interest or participation in any profit sharing agreement; collateral trust certificate; preorganization certificate or subscription; transferable share; investment contract; voting trust certificate; certificate of deposit for a security or, in general, any interest or instrument commonly known as a "security", or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing. "Security" does not include any insurance or endowment policy or annuity contract under which an insurance company promises to pay money either in a lump sum or periodically for life or for some other specified period;
(xii)� "State" means any state, territory, or possession of the United States, the District of Columbia and Puerto Rico;
(xiii)� "Covered security" means any security that is a covered security under section 18(b) of the Securities Act of 1933 or rules or regulations promulgated thereunder, except, up through October 10, 1999, or such other date as may be legally permissible, a covered security for which a fee has not been paid and promptly remedied following written notification from the secretary of state to the issuer of the nonpayment or underpayment of such fees, as required by this chapter, shall not be a covered security.
17-4-114.� Exemptions from registration and literature filing requirements.
(a)� The following securities are exempted from W.S. 17-4-107 and 17-4-115:
(i)� Any security (including a revenue obligation) issued or guaranteed by the United States, any state, any political subdivision of a state, or any agency or corporate or other instrumentality of one (1) or more of the foregoing; or any certificate of deposit for any of the foregoing;
(ii)� Any security issued or guaranteed by Canada, any Canadian province, any political subdivision of any such province, any agency or corporate or other instrumentality of one (1) or more of the foregoing, or any other foreign government with which the United States currently maintains diplomatic relations, if the security is recognized as a valid obligation by the issuer or guarantor;
(iii)� Any security issued by a state or national bank authorized to do business in the state;
(iv)� Any security issued by and representing an interest in or a debt of, or guaranteed by, any federal savings and loan association, or any building and loan or similar association organized under the laws of any state and authorized to do business in this state;
(v)� Any security issued or guaranteed by any federal credit union or any credit union, industrial loan association, or similar association organized and supervised under the laws of this state;
(vi)� Any security issued or guaranteed by any railroad, other common carrier, public utility, or holding company which is:
(A)� Subject to the jurisdiction of the interstate commerce commission;
(B)� A registered holding company under the Public Utility Holding Company Act of 1935 or a subsidiary of such a company within the meaning of that act;
(C)� Regulated in respect of its rates and charges by a governmental authority of the United States or any state; or
(D)� Regulated in respect of the issuance or guarantee of the security by a governmental authority of the United States, any state, Canada, or any Canadian province.
(vii)� Any security listed or approved for listing upon notice of issuance on the New York stock exchange, the American stock exchange or the National Association of Securities Dealers Automated Quotation National Market System (NASDAQ/NMS), the Chicago board options exchange or any other exchange or national quotation system that the secretary of state may designate by rule or order; any other security of the same issuer which is of senior or substantially equal rank; any security called for by subscription rights or warrants so listed or approved; or any warrant or right to purchase or subscribe to any of the foregoing; or any security which meets all of the following conditions:
(A)� If the issuer is not organized under the laws of the United States or a state, it has appointed a duly authorized agent in the United States for service of process and has set forth the name and address of such agent in its prospectus;
(B)� A class of the issuer's securities shall be registered under Section 12 of the Securities Exchange Act of 1934 and has been so registered for three (3) years immediately preceding the offering date;
(C)� Neither the issuer nor a significant subsidiary has had a material default during the lesser of the last seven (7) years or the issuer's existence in the payment of principal, interest, dividend or sinking fund installment on preferred stock or indebtedness or rentals under leases with terms of three (3) years or more. A "material default" is a failure to pay, the effect of which is to cause indebtedness to become due prior to its stated maturity or to cause termination or reentry under a lease prior to its stated expiration, if the indebtedness or the rental obligation for the unexpired term exceeds five percent (5%) of the issuer's (and its consolidated subsidiaries) total assets, or if the arrearage in required dividend payments on preferred stock is not satisfied within thirty (30) days;
(D)� The issuer has had consolidated net income (before extraordinary items and the cumulative effect of accounting changes) of at least one million dollars ($1,000,000.00) in four (4) of its last five (5) fiscal years, including its last fiscal year. In the case of interest-bearing debt securities, such net income for the issuer's last fiscal year before depreciation and taxes, shall be one and one-half (1 1/2) times the issuer's annual interest expense, giving effect to the proposed offering and the intended use of proceeds. "Last fiscal year" means the most recent fiscal year for which audited financial statements are available, provided that such statements cover a fiscal period ended not more than fifteen (15) months from the commencement of the offering;
(E)� If the offering is of stock or shares (other than preferred stock or shares), the securities are owned beneficially or of record, on any date within six (6) months prior to the commencement of the offering, by at least one thousand two hundred (1,200) persons, and on that date there are at least seven hundred fifty thousand (750,000) of the shares outstanding with an aggregate market value, based on the average bid price, of at least three million seven hundred fifty thousand dollars ($3,750,000.00). In determining the number of persons who are beneficial owners of the stock or shares of an issuer, the issuer or broker-dealer may rely in good faith upon written information furnished by the record owners;
(F)� If the offering is of stock or shares (other than preferred stock or shares) and except as otherwise required by law, the securities have voting rights at least equal to the securities of each of the issuer's outstanding classes of stock or shares (other than preferred stock or shares), with respect to the number of votes per share and the right to vote on the same general corporate decisions;
(G)� For good cause after hearing as held in accord with rules and regulations adopted in accord with the Wyoming Administrative Procedure Act and W.S. 17-4-124 the secretary of state may suspend applicability of any exemption provided in this section.
(viii)� Any security issued by any person organized and operated not for private profit but exclusively for religious, educational, benevolent, charitable, fraternal, social, athletic, or reformatory purposes, or as a chamber of commerce or trade or professional association;
(ix)� Any commercial paper which arises out of a current transaction or the proceeds of which have been or are to be used for current transactions, and which evidences an obligation to pay cash within nine (9) months of the date of issuance, exclusive of days of grace, or any renewal of such paper which is likewise limited, or any guarantee of such paper or of any such renewal;
(x)� Any investment contract issued in connection with an employee stock purchase, savings, pension, profit sharing, or similar benefit plan if the administrator is notified in writing thirty (30) days before the inception of the plan or with respect to plans which are in effect on the effective date of this act, within sixty (60) days thereafter (or within thirty (30) days before they are reopened if they are closed on the effective date of this act);
(xi)� Any security of an investment company registered under the Investment Company Act of 1940 (15 U.S.C. �� 80a-1 through 80a-64) provided:
(A)� The issuer of an open-end management company that offers or sells shares in Wyoming files a notice to claim this exemption and pays an annual fee of one hundred dollars ($100.00) within sixty (60) days of the company's fiscal year end;
(B)� The sponsor of a unit investment trust that sponsors a unit investment trust that offers or sells shares in Wyoming files a notice to claim this exemption and pays a fee of one hundred dollars ($100.00).
(xii)� Any security of any cooperative incorporated or organized under law of this or another state and qualified with the secretary of state to do business in this state, subject to the following:
(A)� No commission or other remuneration is paid or given directly or indirectly for soliciting any prospective buyer in this state; and
(B)� The security is necessary or incidental to establishing membership in the cooperative association; and
(C)� The security is nontransferable; or
(D)� The administrator is notified in writing at least thirty (30) days before the security is offered for sale. Notice under this subparagraph shall contain the form of disclosure or prospectus and other sales literature to be used in the security offering together with financial statements in a form required by the administrator.
(b)� The following transactions are exempted from W.S. 17-4-107 and 17-4-115:
(i)� Any isolated nonissuer transaction, whether effected through a broker-dealer or not;
(ii)� Any nonissuer distribution of an outstanding security if:
(A)� A recognized securities manual contains the names of the issuer's officers and directors, a balance sheet of the issuer as of a date within eighteen (18) months, and a profit and loss statement for either the fiscal year preceding that date or the most recent year of operations; or
(B)� The security has a fixed maturity or a fixed interest or dividend provision and there has been no default during the current fiscal year or within the three (3) preceding fiscal years, or during the existence of the issuer and any predecessors if less than three (3) years, in the payment of principal, interest, or dividends on the security.
(iii)� Any nonissuer transaction effected by or through a registered broker-dealer pursuant to an unsolicited order or offer to buy; but the secretary of state may by rule require that the customer acknowledge upon a specified form that the sale was unsolicited, and that a signed copy of each such form be preserved by the broker-dealer for a specified period;
(iv)� Any transaction between the issuer or other person on whose behalf the offering is made and an underwriter, or among underwriters;
(v)� Any transaction in a bond or other evidence of indebtedness secured by a real or chattel mortgage or deed of trust, or by an agreement for the sale of real estate or chattels, if the entire mortgage, deed of trust, or agreement, together with all the bonds or other evidences of indebtedness secured thereby, is offered and sold as a unit;
(vi)� Any transaction by an executor, administrator, sheriff, marshal, receiver, trustee in bankruptcy, guardian, or conservator;
(vii)� Any transaction executed by a bona fide pledgee without any purpose of evading this act;
(viii)� Any offer or sale to a bank, savings institution, trust company, insurance company, investment company as defined in the Investment Company Act of 1940, pension or profit sharing trust, or other financial institution or institutional buyer, or to a broker-dealer, whether the purchaser is acting for itself or in some fiduciary capacity;
(ix)� Any transaction pursuant to an offer directed by the offeror to not more than fifteen (15) persons (other than those designated in paragraph (viii) of this subsection) in this state during any period of twelve (12) consecutive months, whether or not the offeror or any of the offerees is then present in this state, if (A) the seller reasonably believes that all the buyers in this state (other than those designated in paragraph (viii) of this subsection) are purchasing for investment and (B) no commission or other remuneration is paid or given directly or indirectly for soliciting any prospective buyer in this state (other than those designated in paragraph (viii) of this subsection); but, upon application of the offeror and payment of a filing fee of two hundred dollars ($200.00), the secretary of state may by rule or order, as to any security or transaction or any type of security or transaction, withdraw or further condition this exemption, or increase or decrease the number of offerees permitted, or waive the conditions in clauses (A) and (B) with or without the substitution of a limitation on remuneration;
(x)� Any offer or sale of a preorganization certificate or subscription if (A) no commission or other remuneration is paid or given directly or indirectly for soliciting any prospective subscriber, (B) the number of subscribers does not exceed fifteen (15) and (C) no payment is made by any subscriber;
(xi) �Any transaction pursuant to an offer to existing security holders of the issuer, including persons who at the time of the transaction are holders of convertible securities, nontransferable warrants, or transferable warrants exercisable within not more than ninety (90) days of their issuance, if (A) no commission or other remuneration (other than a standby commission) is paid or given directly or indirectly for soliciting any security holder in this state, or (B) the issuer first files a notice specifying the terms of the offer and the secretary of state does not by order disallow the exemption within the next five (5) full business days;
(xii)� Any offer (but not a sale) of a security for which registration statements have been filed under both this act and the Securities Act of 1933 if no stop order or refusal is in effect and no public proceeding or examination looking toward such an order is pending under either act;
(xiii)� Any offer (but not a sale) of a security made by or on behalf of an issuer for the sole purpose of soliciting an indication of interest in receiving a prospectus or its equivalent for the security pursuant to rules promulgated by the secretary of state; or
(xiv)� Any offer (but not a sale) of a security made on or through the Internet, the World Wide Web or a similar proprietary or common carrier electronic system, provided:
(A)� The offer indicates, directly or indirectly, that the security is not being offered to residents of Wyoming;
(B)� The offer is not specifically directed to any person in Wyoming by, or on behalf of, the issuer of the security; and
(C)� No sales of the issuer's security are made in Wyoming as a result of the offer until such time as the security being offered has been registered under this chapter and a final prospectus or form U-7 is delivered to the offeree prior to such sale.
(xv)� An offer or sale of a security effected by a person excluded from the definition of broker-dealer under W.S. 17-4-113(a)(iii)(E).
(c)� The secretary of state may by order deny or revoke any exemption specified in paragraph (ix) or (x) of subsection (a) or in subsection (b) of this section with respect to a specific security or transaction. No such order may be entered without appropriate prior notice to all interested parties, opportunity for hearing, and written findings of fact and conclusions of law, except that the secretary of state may by order summarily deny or revoke any of the specified exemptions pending final determination of any proceeding under this subsection. Upon the entry of a summary order, the secretary of state shall promptly notify all interested parties that it has been entered and of the reasons therefor and that within fifteen (15) days of the receipt of a written request the matter will be set down for hearing. If no hearing is requested and none is ordered by the administrator, the order will remain in effect until it is modified or vacated by the secretary of state. If a hearing is requested or ordered, the secretary of state after notice of and opportunity for hearing to all interested persons may modify or vacate the order or extend it until final determination. No order under this subsection may operate retroactively. No person may be considered to have violated W.S. 17-4-107 or 17-4-115 by reason of any offer or sale effected after the entry of an order under this subsection if he sustains the burden of proof that he did not know, and in the exercise of reasonable care could not have known, of the order.
(d)� In any proceeding under this act, the burden of proving an exemption or an exception from a definition is upon the person claiming it.
17-4-115.� Filing of sales and advertising literature.
The secretary of state may by rule or order require the filing of any prospectus, pamphlet, circular, form letter, advertisement, or other sales literature or advertising communication addressed or intended for distribution to prospective investors, unless the security or transaction is exempted by W.S. 17-4-114 or is a covered security.
17-4-116.� False statements in documents or proceedings.
It is unlawful for any person to make or cause to be made, in any document filed with the secretary of state or in any proceeding under this act, any statement which is, at the time and in the light of the circumstances under which it is made, false or misleading in any material respect.
17-4-117.� Unlawful representations concerning approval of registration or exemption.
(a)� Neither the fact that an application for registration under W.S. 17-4-103 through 17-4-106 or a registration statement under W.S. 17-4-107 through 17-4-112 has been filed nor the fact that a person or security is effectively registered constitutes a finding by the secretary of state that any document filed under this act is true, complete, and not misleading. Neither any such fact nor the fact that an exemption or exception is available for a security or a transaction means that the secretary of state has passed in any way upon the merits or qualifications of, or recommended or given approval to, any person, security, or transaction.
(b)� It is unlawful to make, or cause to be made, to any prospective purchaser, customer, or client any representation inconsistent with subsection (a) of this section.
17-4-118.� Administration of provisions; use or disclosure of information by secretary of state or employees.
(a)� This act shall be administered by the secretary of state.
(b)� It is unlawful for the secretary of state or any of his officers or employees to use for personal benefit any information which is filed with or obtained by the secretary of state and which is not made public. No provision of this act authorizes the secretary of state or any of his officers or employees to disclose any such information except among themselves or when necessary or appropriate in a proceeding or investigation under this act. No provision of this act either creates or derogates from any privilege which exists at common law or otherwise when documentary or other evidence is sought under a subpoena directed to the administrator or any of his officers or employees.
17-4-119.� Investigations; subpoenaing witnesses; production of documents.
(a)� The secretary of state in his discretion:
(i)� May make such public or private investigations within or outside of this state as he deems necessary to determine whether any person has violated or is about to violate any provision of this act or any rule or order hereunder, or to aid in the enforcement of this act or in the prescribing of rules and forms hereunder;
(ii)� May require or permit any person to file a statement in writing, under oath or otherwise as the secretary of state determines, as to all the facts and circumstances concerning the matter to be investigated; and
(iii)� May publish information concerning any violation of this act or any rule or order hereunder.
(b)� For the purpose of any investigation or proceeding under this act, the secretary of state or any officer designated by him may administer oaths and affirmations, subpoena witnesses, compel their attendance, take evidence, and require the production of any books, papers, correspondence, memoranda, agreements, or other documents or records which the secretary of state deems relevant or material to the inquiry.
(c)� In case of contumacy by, or refusal to obey a subpoena issued to, any person, the Wyoming district court, upon application by the secretary of state, may issue to the person an order requiring him to appear before the secretary of state or the officer designated by him, there to produce documentary evidence if so ordered or to give evidence touching the matter under investigation or in question. Failure to obey the order of the court may be punished by the court as a contempt of court.
(d)� No person is excused from attending and testifying or from producing any document or record before the secretary of state, or in obedience to the subpoena of the secretary of state or any officer designated by him, or in any proceeding instituted by the secretary of state, on the ground that the testimony or evidence (documentary or otherwise) required of him may tend to incriminate him or subject him to a penalty or forfeiture; but no individual may be prosecuted or subjected to any penalty or forfeiture for or on account of any transaction, matter, or thing concerning which he is compelled, after claiming his privilege against self-incrimination, to testify or produce evidence (documentary or otherwise), except that the individual testifying is not exempt from prosecution and punishment for perjury or contempt committed in testifying.
17-4-120.� Enjoining violations.
Whenever it appears to the secretary of state that any person has engaged or is about to engage in any act or practice constituting a violation of any provision of this act or any rule or order hereunder, he may in his discretion bring an action in the Wyoming district court to enjoin the acts or practices and to enforce compliance with this act or any rule or order hereunder. Upon a proper showing a permanent or temporary injunction, restraining order, or writ of mandamus shall be granted and a receiver or conservator may be appointed for the defendant or the defendant's assets. The court may not require the secretary of state to post a bond.
17-4-121.� Penalties for violations.
(a)� Any person who willfully violates any provision of this act except W.S. 17-4-116 or who willfully violates any rule or order under this act, or who willfully violates W.S. 17-4-116 knowing the statement made to be false or misleading in any material respect, shall upon conviction be fined not more than five thousand dollars ($5,000.00) or imprisoned not more than three (3) years, or both; but no person may be imprisoned for the violation of any rule or order if he proves that he had no knowledge of the rule or order.
(b)� The secretary of state may refer such evidence as is available concerning violations of this act or of any rule or order hereunder to the attorney general who may, with or without such a reference, institute the appropriate criminal proceedings under this act.
(c)� Nothing in this act limits the power of the state to punish any person for any conduct which constitutes a crime by statute or at common law.
17-4-122.� Civil liability of sellers violating provisions.
(a)� Any person who:
(i)� Offers or sells a security in violation of W.S. 17-4-103(a), 17-4-107, or 17-4-117(b) or of any rule or order under W.S. 17-4-115 which requires the affirmative approval of sales literature before it is used, or of any condition imposed under W.S. 17-4-110(d), 17-4-111(g), or 17-4-111(h); or
(ii)� Offers or sells a security by means of any untrue statement of a material fact or any omission to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they are made, not misleading (the buyer not knowing of the untruth or omission), and who does not sustain the burden of proof that he did not know, and in the exercise of reasonable care could not have known, of the untruth or omission, is liable to the person buying the security from him, who may sue either at law or in equity to recover the consideration paid for the security, together with interest at six percent (6%) per year from the date of payment, costs, and reasonable attorneys' fees, less the amount of any income received on the security, upon the tender of the security, or for damages if he no longer owns the security. Damages are the amount that would be recoverable upon a tender less the value of the security when the buyer disposed of it and interest at six percent (6%) per year from the date of disposition.
(b)� Every person who directly or indirectly controls a seller liable under subsection (a) of this section, every partner, officer, or director of such a seller, every person occupying a similar status or performing similar functions, every employee of such a seller who materially aids in the sale, and every broker-dealer or agent who materially aids in the sale are also liable jointly and severally with and to the same extent as the seller, unless the nonseller who is so liable sustains the burden of proof that he did not know, and in exercise of reasonable care could not have known, of the existence of the facts by reason of which the liability is alleged to exist. There is contribution as in cases of contract among the several persons so liable.
(c)� Any tender specified in this section may be made at any time before entry of judgment.
(d)� Every cause of action under this act survives the death of any person who might have been a plaintiff or defendant.
(e)� No person may sue under this section more than two (2) years after the contract of sale. No person may sue under this section:
(i)� If the buyer received a written offer, before suit and at a time when he owned the security, to refund the consideration paid together with interest at six percent (6%) per year from the date of payment, less the amount of any income received on the security, and he failed to accept the offer within thirty (30) days of its receipt; or
(ii)� If the buyer received such an offer before suit and at a time when he did not own the security, unless he rejected the offer in writing within thirty (30) days of its receipt.
(f)� No person who has made or engaged in the performance of any contract in violation of any provision of this act or any rule or order hereunder, or who has acquired any purported right under any such contract with knowledge of the facts by reason of which its making or performance was in violation, may base any suit on the contract.
(g)� Any condition, stipulation, or provision binding any person acquiring any security to waive compliance with any provision of this act or any rule or order hereunder is void.
(h)� The rights and remedies provided by this act are in addition to any other rights or remedies that may exist at law or in equity, but this act does not create any cause of action not specified in this section or W.S. 17-4-104(e).
17-4-123.� Judicial review of orders of secretary of state.
(a)� Any person aggrieved by a final order of the secretary of state may obtain a review of the order in the Wyoming district court by filing in court, within sixty (60) days after the entry of the order, a written petition praying that the order be modified or set aside in whole or in part. A copy of the petition shall be forthwith served upon the secretary of state, and thereupon the secretary of state shall certify and file in court a copy of the filing and evidence upon which the order was entered. When these have been filed, the court has exclusive jurisdiction to affirm, modify, enforce, or set aside the order, in whole or in part. The findings of the secretary of state as to the facts, if supported by competent, material and substantial evidence, are conclusive. If either party applies to the court for leave to adduce additional material evidence, and shows to the satisfaction of the court that there were reasonable grounds for failure to adduce the evidence in the hearing before the secretary of state, the court may order the additional evidence to be taken before the secretary of state and to be adduced upon the hearing in such manner and upon such conditions as the court considers proper. The secretary of state may modify his findings and order by reason of the additional evidence and shall file in court the additional evidence together with any modified or new findings or order. The judgment of the court is final, subject to review by the Wyoming supreme court.
(b)� The commencement of proceedings under subsection (a) of this section does not, unless specifically ordered by the court, operate as a stay of the secretary of state's order.
17-4-124.� Rules, forms and orders.
(a)� The secretary of state may from time to time make, amend, and rescind such rules, forms and orders as are necessary to carry out the provisions of this act, including rules and forms governing registration statements, applications, and reports, and defining any terms, whether or not used in this act, insofar as the definitions are not inconsistent with the provisions of this act. For the purpose of rules and forms, the secretary of state may classify securities, persons, and matters within his jurisdiction, and prescribe different requirements for different classes.
(b)� No rule, form, or order may be made, amended, or rescinded unless the secretary of state finds that the action is necessary or appropriate in the public interest or for the protection of investors and consistent with the purposes fairly intended by the policy and provisions of this act. In prescribing rules and forms the secretary of state may cooperate with the securities administrators of the other states and the securities and exchange commission with a view to effectuating the policy of this act to achieve maximum uniformity in the form and content of registration statements, applications, and reports wherever practicable.
(c)� The secretary of state may by rule or order prescribe the form and content of financial statements required under this act, the circumstances under which consolidated financial statements shall be filed, and whether any required financial statements shall be certified by independent or certified public accountants. All financial statements shall be prepared in accordance with generally accepted accounting practices.
(d)� All rules and forms of the secretary of state shall be published.
(e)� No provision of this act imposing any liability applies to any act done or omitted in good faith in conformity with any rule, form, or order of the secretary of state, notwithstanding that the rule, form, or order may later be amended or rescinded or be determined by judicial or other authority to be invalid for any reason.
(f)� For any violation of this chapter, the secretary of state may by order entered in accordance with this subsection impose a civil penalty, assess costs, require restitution to investors or impose other conditions upon a registered person or any registrant which the secretary of state determines to be in the public interest.� In addition to any other civil or criminal penalty provided in this chapter any person, whether registered or not, who willfully violates any provision of this chapter, may be assessed civil penalties, be required to pay restitution and costs or to rescind the transaction or transactions and pay costs, if the secretary of state finds it in the public interest.� An order under this subsection shall be entered in accordance with the following:
(i)� For the purpose of determining the amount of any civil penalty to be imposed for a violation of any provision of the Wyoming Securities Act, the secretary of state shall consider:
(A)� The circumstances, nature, frequency, seriousness, magnitude, persistence and willfulness of the conduct constituting the violation;
(B)� The scope of the violation, including the number of persons affected by the conduct constituting the violations;
(C)� The level of restitution or compensation that the violator has made;
(D)� Past and concurrent conduct of the violator that has given rise to any sanction or judgment imposed by, or plea or settlement with, the secretary of state or any state securities administrator, any court of competent jurisdiction, the Securities and Exchange Commission, any other federal or state agency or any self-regulatory organization; and
(E)� Any other factor that the secretary of state finds appropriate in the public interest or for the protection of investors and within the purposes fairly intended by the policy and provisions of the Wyoming Securities Act.
(ii)� A civil penalty levied under this subsection shall not exceed two hundred fifty dollars ($250.00) for each violation per person nor ten thousand dollars ($10,000.00) in a single proceeding against any one (1) person;
(iii)� The secretary of state may charge, in addition to any administrative assessment, penalty, remedy or sanction imposed under this section, the actual cost of any examination or investigation made by the secretary of state pursuant to this section to the party or parties subject of the investigation or examination.
(g)� Every hearing in an administrative proceeding shall be public unless the secretary of state in his discretion grants a request joined in by all the respondents that the hearing be conducted privately.
17-4-125.� When document deemed filed; register of applications, statements and orders; inspection of information; copies of records; interpretative opinions.
(a)� A document is filed when it is received by the secretary of state.
(b)� The secretary of state may cooperate with the securities administrators of one (1) or more states, Canadian provinces or territories, or other country, the securities and exchange commission, the commodity futures trading commission, the securities investor protection corporation, any self-regulatory organization or any law enforcement or regulatory organization to establish a central depository for registration under this act and of documents or records required or allowed to be maintained under this act.
(c)� The secretary of state shall keep a register of all applications for registration and registration statements which are or have ever been effective under this act and all denial, suspension, or revocation orders which have ever been entered under this act. The register shall be open for public inspection.
(d)� The information contained in or filed with any registration statement, application, or report may be made available to the public under such rules as the secretary of state prescribes.
(e)� Upon request and at such reasonable charges as he prescribes, the secretary of state shall furnish to any person photostatic or other copies (certified under his seal of office if requested) of any entry in the register or any document which is a matter of public record. In any proceeding or prosecution under this act, any copy so certified is prima facie evidence of the contents of the entry or document certified.
(f)� The secretary of state in his discretion may honor requests from interested persons for interpretative opinions.
17-4-126.� Applicability of provisions; place of offer or acceptance; service of process.
(a)� W.S. 17-4-101, 17-4-103(a), 17-4-107, 17-4-132, 17-4-117 and 17-4-122 apply to persons who sell or offer to sell when:
(i)� An offer to sell is made in this state; or
(ii)� An offer to buy is made and accepted in this state.
(b)� W.S. 17-4-101, 17-4-103(a) and 17-4-117 apply to persons who buy or offer to buy when:
(i)� An offer to buy is made in this state; or
(ii)� An offer to sell is made and accepted in this state.
(c)� For the purpose of this section, an offer to sell or to buy is made in this state, whether or not either party is then present in this state, when the offer:
(i)� Originates from this state; or
(ii)� Is directed by the offeror to this state and received at the place to which it is directed (or at any post office in this state in the case of a mailed offer).
(d)� For the purpose of this section, an offer to buy or to sell is accepted in this state when acceptance is communicated to the offeror in this state and has not previously been communicated to the offeror, orally or in writing, outside this state; and acceptance is communicated to the offeror in this state, whether or not either party is then present in this state, when the offeree directs it to the offeror in this state reasonably believing the offeror to be in this state and it is received at the place to which it is directed (or at any post office in this state in the case of a mailed acceptance).
(e)� An offer to sell or to buy is not made in this state when:
(i)� The publisher circulates or there is circulated on his behalf in this state any bona fide newspaper or other publication of general, regular, and paid circulation which is not published in this state, or which is published in this state but has had more than two-thirds of its circulation outside this state during the past twelve (12) months; or
(ii)� A radio or television program originating outside this state is received in this state.
(f)� W.S. 17-4-102 applies when any act instrumental in effecting prohibited conduct is done in this state, whether or not either party is then present in this state.
(g)� Every applicant for registration under this act and every issuer which proposes to offer a security in this state through any person acting on an agency basis in the common-law sense shall file with the secretary of state, in such form as he by rule prescribes, an irrevocable consent appointing the secretary of state or his successor in office to be his attorney to receive service of any lawful process in any noncriminal suit, action, or proceeding against him or his successor executor or administrator which arises under this act or any rule or order hereunder after the consent has been filed, with the same force and validity as if served personally on the person filing the consent. A person who has filed such a consent in connection with a previous registration or notice filing need not file another. Service may be made by leaving a copy of the process in the office of the secretary of state, but it is not effective unless:
(i)� The plaintiff, who may be the secretary of state in a suit, action, or proceeding instituted by him, forthwith sends notice of the service and a copy of the process by registered mail to the defendant or respondent at his last address on file with the secretary of state; and
(ii)� The plaintiff's affidavit of compliance with this subsection if filed in the case on or before the return day of the process, if any, or within such further time as the court allows.
(h)� When any person, including any nonresident of this state, engages in conduct prohibited or made actionable by this act or any rule or order hereunder, and he has not filed a consent to service of process under subsection (g) of this section and personal jurisdiction over him cannot otherwise be obtained in this state, that conduct shall be considered equivalent to his appointment of the secretary of state or his successor in office to be his attorney to receive service of any lawful process in any noncriminal suit, action, or proceeding against him or his successor executor or administrator which grows out of that conduct and which is brought under this act or any rule or order hereunder, with the same force and validity as if served on him personally. Service may be made by leaving a copy of the process in the office of the secretary of state, and it is not effective unless:
(i)� The plaintiff, who may be the secretary of state in a suit, action, or proceeding instituted by him, forthwith sends notice of the service and a copy of the process by registered mail to the defendant or respondent at his last known address or takes other steps which are reasonably calculated to give actual notice; and
(ii)� The plaintiff's affidavit of compliance with this subsection is filed in the case on or before the return day of the process, if any, or within such further time as the court allows.
(j)� When process is served under this section, the court, or the secretary of state in a proceeding before him, shall order such continuance as may be necessary to afford the defendant or respondent reasonable opportunity to defend.
17-4-127.� Uniform construction of provisions.
This act shall be so construed as to effectuate its general purpose to make uniform the law of those states which enact it and to coordinate the interpretation and administration of this act with the related federal regulation.
17-4-128.� Repeal of former provisions; applicability of prior law.
(a)� Sections 17-102 through 17-117, Wyoming Statutes 1957, are repealed except as saved in this section.
(b)� Prior law exclusively governs all suits, actions, prosecutions, or proceedings which are pending or may be initiated on the basis of facts or circumstances occurring before the effective date of this act except that no civil suit or action may be maintained to enforce any liability under prior law unless brought within any period of limitation which applied when the cause of action accrued and in any event within two (2) years after the effective date of this act.
(c)� All effective registrations under prior law, all administrative orders relating to such registrations, and all conditions imposed upon such registrations remain in effect so long as they would have remained in effect if this act had not been passed. They are considered to have been filed, entered, or imposed under this act, but are governed by prior law.
(d)� Prior law applies in respect of any offer or sale made within one (1) year after the effective date of this act pursuant to an offering begun in good faith before its effective date on the basis of an exemption available under prior law.
(e)� Judicial review of all administrative orders as to which review proceedings have not been instituted by the effective date of this act are governed by W.S. 17-4-123, except that no review proceeding may be instituted unless the petition is filed within any period of limitation which applied to a review proceeding when the order was entered and in any event within sixty (60) days after the effective date of this act.
17-4-129.� Short title.
This act may be cited as the Uniform Securities Act.
17-4-130.� Clearing corporations; registration required.
(a)� It is unlawful for any clearing corporation, as defined in W.S. 34.1-8-102(a)(v), other than a registered clearing agency which limits its business to those activities which are regulated by the United States Securities and Exchange Commission, to transact business in this state as a clearing corporation, including the clearance and settlement of securities, commercial paper and bank certificates of deposit unless it is a registered clearing corporation.
(b)� The secretary of state may adopt reasonable rules and regulations necessary to implement this section.
(c)� The director of the state department of audit or his designee shall inspect and examine each registered clearing corporation during each calendar year following W.S. 13-3-702(a) to the extent applicable.� The examination shall be conducted pursuant to rules and regulations and orders as the director deems appropriate.
17-4-131.� Disposition of fees.
(a)� The state treasurer shall credit sixty percent (60%) of all fees collected by the secretary of state under W.S. 17-4-101 through 17-4-130 to the general fund and the balance to a separate account. Annually, on July 1, monies within the account in excess of three hundred fifty thousand dollars ($350,000.00) shall be credited to the general fund. Pooled interest on the account shall be credited to the general fund.
(b)� The secretary of state may expend money within the account provided by subsection (a) of this section as appropriated by the legislature to investigate, prosecute and otherwise ensure compliance with W.S. 17-4-101 through 17-4-131 and to promote investor awareness which may include investment and antifraud publications and seminars.
(c)� The secretary of state shall in a separate subprogram budget request, submit expenditure requests for purposes specified and from the account established by this section.
17-4-132.� Federal covered securities.
(a)� The secretary of state, by rule or order, may require the filing of any or all of the following documents with respect to a covered security under section 18(b)(2) of the Securities Act of 1933:
(i)� Prior to the initial offer of such covered security in this state, all documents that are part of a federal registration statement filed with the United States Securities and Exchange Commission under the Securities Act of 1933, together with a consent to service of process signed by the issuer and with a fee of one-fiftieth of one percent (.0002%) of the total dollar offering amount to be offered in this state, but the fee shall in no case be less than two hundred dollars ($200.00) nor more than six hundred dollars ($600.00);
(ii)� After the initial offer of such covered security in this state, all documents that are part of an amendment to a federal registration statement filed with the United States Securities and Exchange Commission under the Securities Act of 1933 which shall be filed concurrently with the secretary of state;
(iii)� A report of the value of such covered securities offered or sold in this state if the secretary of state by rule or order requires.
(b)� With respect to any security that is a covered security under section 18(b)(4)(D) of the Securities Act of 1933, the secretary of state, by rule or order, may require the issuer to file a notice on SEC Form D and a consent to service of process signed by the issuer no later than fifteen (15) days after the first sale of such covered security in this state, together with a filing fee as set by rule.
(c)� The secretary of state, by rule or order, may require the filing of any document filed with the United States Securities and Exchange Commission under the Securities Act of 1933 with respect to a covered security under section 18(b)(3) or (4) of the Securities Act of 1933.
(d)� The secretary of state may issue a stop order suspending the offer and sale of a covered security, except a covered security under section 18(b)(1) of the Securities Act of 1933, if it finds that:
(i)� The order is in the public interest; and
(ii)� There is a failure to comply with any condition established under this section.
(e)� The secretary of state, by rule or order, may waive any or all of the provisions of this section.
CHAPTER 5 - LOAN, REAL ESTATE AND ABSTRACT COMPANIES
17-5-101.� Repealed by Laws 1988, ch. 59, � 2.
17-5-102.� Repealed by Laws 1988, ch. 59, � 2.
17-5-103.� Repealed by Laws 1988, ch. 59, � 2.
17-5-104.� Repealed by Laws 1988, ch. 59, � 2.
17-5-105.� Repealed by Laws 1988, ch. 59, � 2.
CHAPTER 6 - NONPROFIT CORPORATIONS GENERALLY
17-6-101.� Repealed by Laws 1992, ch. 53, � 3.
17-6-102.� Repealed by Laws 1992, ch. 53, � 3.
17-6-103.� Repealed by Laws 1992, ch. 53, � 3.
17-6-104.� Repealed by Laws 1992, ch. 53, � 3.
17-6-105.� Repealed by Laws 1992, ch. 53, � 3.
17-6-106.� Repealed by Laws 1992, ch. 53, � 3.
17-6-107.� Repealed by Laws 1992, ch. 53, � 3.
17-6-108.� Repealed by Laws 1992, ch. 53, � 3.
17-6-109.� Repealed by Laws 1992, ch. 53, � 3.
17-6-110.� Repealed by Laws 1992, ch. 53, � 3.
17-6-111.� Repealed by Laws 1992, ch. 53, � 3.
17-6-112.� Repealed by Laws 1992, ch. 53, � 3.
17-6-113.� Repealed by Laws 1992, ch. 53, � 3.
17-6-114.� Repealed by Laws 1992, ch. 53, � 3.
17-6-115.� Repealed by Laws 1992, ch. 53, � 3.
17-6-116.� Repealed by Laws 1992, ch. 53, � 3.
17-6-117.� Repealed by Laws 1992, ch. 53, � 3.
CHAPTER 7 - CHARITABLE, EDUCATIONAL, RELIGIOUS AND OTHER SOCIETIES
ARTICLE 1 - IN GENERAL
17-7-101.� Repealed by Laws 1992, ch. 53, � 3.
17-7-102.� Repealed by Laws 1992, ch. 53, � 3.
17-7-103.� Repealed by Laws 1992, ch. 53, � 3.
17-7-104.� Repealed by Laws 1992, ch. 53, � 3.
17-7-105.� Repealed by Laws 1992, ch. 53, � 3.
17-7-106.� Repealed by Laws 1992, ch. 53, � 3.
17-7-107.� Repealed by Laws 1992, ch. 53, � 3.
17-7-108.� Repealed by Laws 1992, ch. 53, � 3.
17-7-109.� Repealed by Laws 1992, ch. 53, � 3.
17-7-110.� Repealed by Laws 1992, ch. 53, � 3.
17-7-111.� Repealed by Laws 1992, ch. 53, � 3.
17-7-112.� Repealed by Laws 1992, ch. 53, � 3.
17-7-113.� Repealed by Laws 1992, ch. 53, � 3.
17-7-114.� Repealed by Laws 1992, ch. 53, � 3.
17-7-115.� Repealed by Laws 1992, ch. 53, � 3.
17-7-116.� Repealed by Laws 1992, ch. 53, � 3.
ARTICLE 2 - UNIFORM MANAGEMENT OF INSTITUTIONAL FUNDS ACT
17-7-201.� Repealed By Laws 2009, Ch. 185, � 2.
17-7-202.� Repealed By Laws 2009, Ch. 185, � 2.
17-7-203.� Repealed By Laws 2009, Ch. 185, � 2.
17-7-204.� Repealed By Laws 2009, Ch. 185, � 2.
17-7-205.� Repealed By Laws 2009, Ch. 185, � 2.
ARTICLE 3 - UNIFORM PRUDENT MANAGEMENT OF INSTITUTIONAL FUNDS ACT
17-7-301.� Short title.
This act shall be known and may be cited as the Uniform Prudent Management of Institutional Funds Act.
17-7-302.� 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)� "Endowment fund" means an institutional fund or part thereof that, under the terms of a gift instrument, is not wholly expendable by the institution on a current basis.� The term does not include assets that an institution designates as an endowment fund for its own use;
(iii)� "Gift instrument" means a record or records, including an institutional solicitation, under which property is granted to, transferred to or held by an institution as an institutional fund;
(iv)� "Institution" means:
(A)� A person, other than an individual, organized and operated exclusively for charitable purposes;
(B)� A government or governmental subdivision, agency or instrumentality to the extent that it holds funds exclusively for a charitable purpose; or
(C)� A trust that had both charitable and noncharitable interests, after all noncharitable interests have been terminated.
(v)� "Institutional fund" means a fund held by an institution exclusively for charitable purposes.� The term does not include:
(A)� Program-related assets;
(B)� A fund held for an institution by a trustee that is not an institution; or
(C)� A fund in which a beneficiary that is not an institution has an interest, other than an interest that could arise upon violation or failure of the purposes of the fund.
(vi)� "Person" means as defined by W.S. 8-1-102;
(vii)� "Program-related asset" means an asset held by an institution primarily to accomplish a charitable purpose of the institution and not primarily for investment;
(viii)� "Record" means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form;
(ix)� "This act" means W.S. 17-7-301 through 17-7-307.
17-7-303.� 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 the institutional fund.
(b)� In addition to complying with the duty of loyalty imposed by law other than this act, each person responsible for managing and investing an institutional fund shall manage and invest the fund in good faith and with the care an ordinarily prudent person in a like position would exercise under similar circumstances.
(c)� In managing and investing an institutional fund, an institution:
(i)� May incur only costs that are appropriate and reasonable in relation to the assets, the purposes of the institution and the skills available to the institution; and
(ii)� Shall make a reasonable effort to verify facts relevant to the management and investment of the fund.
(d)� An institution may pool two (2) or more institutional funds for purposes of management and investment.
(e)� Except as otherwise provided by a gift instrument, the following rules shall apply:
(i)� In managing and investing an institutional fund, the following factors if relevant shall be considered:
(A)� General economic conditions;
(B)� The possible effect of inflation or deflation;
(C)� The expected tax consequences, if any, of investment decisions or strategies;
(D)� The role that each investment or course of action plays within the overall investment portfolio of the fund;
(E)� The expected total return from income and the appreciation of investments;
(F)� Other resources of the institution;
(G)� The needs of the institution and the fund to make distributions and to preserve capital; and
(H)� An asset's special relationship or special value, if any, to the charitable purposes of the institution.
(ii)� Management and investment decisions about an individual asset shall be made not in isolation but rather in the context of the institutional fund's portfolio of investments as a whole and as a part of an overall investment strategy having risk and return objectives reasonably suited to the fund and to the institution;
(iii)� Except as otherwise provided by law other than this act, an institution may invest in any kind of property or type of investment consistent with this section;
(iv)� An institution shall diversify the investments of an institutional fund unless the institution reasonably determines that, because of special circumstances, the purposes of the fund are better served without diversification;
(v)� Within a reasonable time after receiving property, an institution shall make and carry out decisions concerning the retention or disposition of the property or to rebalance a portfolio in order to bring the institutional fund into compliance with the purposes, terms and distribution requirements of the institution as necessary to meet other circumstances of the institution and the requirements of this act;
(vi)� A person who has special skills or expertise, or is selected in reliance upon the person's representation that the person has special skills or expertise, has a duty to use those skills or that expertise in managing and investing institutional funds.
17-7-304.� 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 endowment fund as the institution determines is prudent for the uses, benefits, purposes and duration for which the endowment fund is established.� Unless stated otherwise in the gift instrument, the assets in an endowment fund are donor-restricted assets until appropriated for expenditure by the institution.� In making a determination to appropriate or accumulate, the institution shall act in good faith, with the care that an ordinarily prudent person in a like position would exercise under similar circumstances, and shall consider, if relevant, the following factors:
(i)� The duration and preservation of the endowment fund;
(ii)� The purposes of the institution and the endowment fund;
(iii)� General economic conditions;
(iv)� The possible effect of inflation or deflation;
(v)� The expected total return from income and the appreciation of investments;
(vi)� Other resources of the institution; and
(vii)� The investment policy of the institution.
(b)� To limit the authority to appropriate for expenditure or accumulate under subsection (a) of this section, a gift instrument shall specifically state the limitation.
(c)� Terms in a gift instrument designating a gift as an endowment, or a direction or authorization in the gift instrument to use only "income", "interest", "dividends", or "rents, issues or profits", or "to preserve the principal intact" or words of similar import:
(i)� Create an endowment fund of permanent duration unless other language in the gift instrument limits the duration or purpose of the fund; and
(ii)� Do not otherwise limit the authority to appropriate for expenditure or accumulate under subsection (a) of this section.
(d)� The appropriation for expenditure in any year of an amount greater than seven percent (7%) of the fair market value of an endowment fund, calculated on the basis of market values determined at least quarterly and averaged over a period of not less than three (3) years immediately preceding the year in which the appropriation for expenditure is made, creates a rebuttable presumption of imprudence.� For an endowment fund in existence for fewer than three (3) years, the fair market value of the endowment fund shall be calculated for the period the endowment fund has been in existence.� This subsection shall not:
(i)� Apply to an appropriation for expenditure permitted under law other than this act or by the gift instrument; or
(ii)� Create a presumption of prudence for an appropriation for expenditure of an amount less than or equal to seven percent (7%) of the fair market value of the endowment fund.
17-7-305.� 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 institution could prudently delegate under the circumstances.� An institution shall act in good faith, with the care that an ordinarily prudent person in a like position would exercise under similar circumstances, in:
(i)� Selecting an agent;
(ii)� Establishing the scope and terms of the delegation, consistent with the purposes of the institution and the institutional fund; and
(iii)� Periodically reviewing the agent's actions in order to monitor the agent's performance and compliance with the scope and terms of the delegation.
(b)� In performing a delegated function, an agent owes a duty to the institution to exercise reasonable care to comply with the scope and terms of the delegation.
(c)� An institution that complies with subsection (a) of this section is not liable for the decisions or actions of an agent to which the function was delegated.
(d)� By accepting delegation of a management or investment function from an institution that is subject to the laws of this state, an agent submits to the jurisdiction of the courts of this state in all proceedings arising from or related to the delegation or the performance of the delegated function.
(e)� An institution may delegate management and investment functions to its committees, officers or employees as authorized by law of this state other than this act.
17-7-306.� 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 institutional fund.� A release or modification may not allow a fund to be used for a purpose other than a charitable purpose of the institution.
(b)� The court upon application of an institution, may modify a restriction contained in a gift instrument regarding the management or investment of an institutional fund if the restriction has become impracticable or wasteful, if it impairs the management or investment of the fund, or if, because of circumstances not anticipated by the donor, a modification of a restriction will further the purposes of the fund.� If the institution is a governmental institution as defined by W.S. 17-7-302(a)(iv), the institution shall notify the attorney general of the application, and the attorney general shall be given an opportunity to be heard.� To the extent practicable, any modification shall be made in accordance with the donor's probable intention.
(c)� If a particular charitable purpose or a restriction contained in a gift instrument on the use of an institutional fund becomes unlawful, impracticable, impossible to achieve or wasteful, the court, upon application of an institution, may modify the purpose of the fund or the restriction on the use of the fund in a manner consistent with the charitable purposes expressed in the gift instrument.� If the institution is a governmental institution as defined by W.S. 17-7-302(a)(iv), the institution shall notify the attorney general of the application, and the attorney general shall be given an opportunity to be heard.
(d)� If an institution determines that a restriction contained in a gift instrument on the management, investment or purposes of an institutional fund is unlawful, impracticable, impossible to achieve or wasteful, the institution, not less than sixty (60) days after notification to the attorney general, may release or modify the restriction, in whole or part, if:
(i)� The institutional fund subject to the restriction has a total value of less than twenty-five thousand dollars ($25,000.00);
(ii)� More than twenty (20) years have elapsed since the fund was established; and
(iii)� The institution uses the property in a manner consistent with the charitable purposes expressed in the gift instrument.
17-7-307.� 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.
CHAPTER 8 - CHURCHES AND RELIGIOUS SOCIETIES GENERALLY
17-8-101.� 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, having an episcopate, presbytery, synod, conference or other governing body, with spiritual jurisdiction extending over the whole state, or part thereof not less than six (6) counties, may become incorporated for religious, missionary, educational or charitable purposes in the manner hereinafter provided; or said incorporation may be limited to the purposes of acquiring and holding the legal title to property, real and personal, required for the use of such churches, parishes, or societies, or any of them, or of such general governing body, and for the purpose of conveying the same, and contracting with reference thereto.
17-8-102.� 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 or officers, subordinate to himself, but having general jurisdiction throughout the state, or part of the state aforesaid, and one (1) or more priests, ministers or clergymen of the proposed church, parish or society, and at least two (2) laymen resident within the limits thereof, of which meeting the said chief or presiding or executive officer shall be president and one (1) of the other persons present shall be secretary.
17-8-103.� 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, parish or society so incorporated, or the name of the church, parish or society in whose behalf or interest the corporation is formed;
(ii)� The object and purpose of the incorporation;
(iii)� The amount of debts which it shall be competent to contract, beyond which amount the corporation shall have no power to contract debts binding at law or equity upon it, its members or its property;
(iv)� The manner in which it may contract and become bound for debts and may convey, encumber or change its property;
(v)� The manner in which the succession of the members of said corporation shall be regulated and vacancies in their number filled;
(vi)� The time of the commencement and the termination of the corporation;
(vii)� By what officers its affairs shall be conducted.
(b)� Which articles, being subscribed and acknowledged by the persons present at said meeting and filed in the office of the secretary of state, and recorded in the office of the county clerk of the county where such church, parish or society shall be located, whereupon such corporation shall be competent to transact all business in any by its corporate name.
17-8-104.� 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 of congress or of this state.
17-8-105.� 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.
17-8-106.� 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, with ecclesiastical or spiritual jurisdiction over its members throughout this state, and its authorities shall desire to engage in work of education, benevolence, charity and missions, which works shall be of like extensive operation and benefit, and not of limited or local service, and they shall deem an incorporation convenient for the more successful operation of said works, all, or any of them, its said authorities, with such persons as they may associate with them, may cause such incorporation to be formed in the manner and with the powers hereinbefore provided for the incorporation of a church, congregation or society.
17-8-107.� 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.
17-8-108.� 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 thereof, extending over at least four (4) counties, and its authorities shall desire to establish missions, churches and other benevolent institutions and in this behalf to acquire property real and personal to aid in extending its spiritual jurisdiction and charities, and shall deem an incorporation necessary or convenient for the more effective accomplishment of its general objects, its authorities may cause such incorporation to be formed in the manner and with all the powers now provided by law for the incorporation of churches, congregations or societies and such other powers as are incident and necessary to the successful performance of any or all its objects.
17-8-109.� 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.
17-8-110.� 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 shall have been duly chosen, elected or appointed, in conformity with the constitution, canons, rites, regulations, or discipline of said church or religious society, and in whom shall be vested the legal title to the property of such church or religious society, may make and subscribe written articles of incorporation in duplicate, acknowledge the same before some officer authorized to take acknowledgment, and file one (1) of such articles in the office of the secretary of state, and retain possession of the other.
17-8-111.� 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 making the articles of incorporation;
(iv)� The title of the person making such articles. Any corporation so formed shall have power from time to time to alter or amend its articles of incorporation; such amendment shall be made by the corporation sole, and executed by the same person who executed the original articles of incorporation, or by his successor in office, and shall be filed and recorded in the same office and in the same manner as is provided for filing the original articles.
17-8-112.� 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 created, a body politic and a corporation sole, with continual perpetual succession, and shall have power to acquire and possess, by donation, gift, bequest, devise, or purchase, and to hold and maintain property, real, personal, and mixed, and to grant, sell, convey, rent, or otherwise dispose of the same as may be necessary to carry on or promote the objects of the corporation; and shall have authority to borrow money and to give written obligations therefor, and to secure the payment thereof by mortgage or other lien, upon real or personal property, when necessary to promote said objects.
17-8-113.� 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.
17-8-114.� 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 be sealed with the seal of the corporation, an impression of which seal shall be filed in the office of the secretary of state.
17-8-115.� 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.
17-8-116.� 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 elder, or clergyman, or of his removal therefrom by the person or body having authority to remove him, when such person is at the time a corporation sole, his successor in office, as such corporation sole, shall be vested with the title to any and all property held by his predecessor, as such corporation sole, with like power and authority over the same, and subject to all the legal liabilities and obligations with reference thereto. Such successor shall file in the office of the county clerk of each county wherein any of said real property is situated, a certified copy of his commission, certificate or letter of election or appointment.
17-8-117.� 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 elder, or clergyman, who at the time of his death, resignation, or removal, was holding the title to trust property for the use or benefit of any church or religious society, and not incorporated as a corporation sole, the title to any and all such property held by him, of every nature and kind, shall not revert to the donor, nor vest in the heirs of such deceased person, but shall be deemed to be in abeyance, after such death, resignation, or removal, until his successor is duly appointed to fill such vacancy, and upon the appointment of such successor, the title to all the property held by his predecessor shall at once, without any other act or deed, vest in the person appointed to fill such vacancy.
CHAPTER 9 - SECRET OR BENEVOLENT SOCIETIES
17-9-101.� Repealed by Laws 1992, ch. 53, � 3.
17-9-102.� Repealed by Laws 1992, ch. 53, � 3.
17-9-103.� Repealed by Laws 1992, ch. 53, � 3.
17-9-104.� Repealed by Laws 1992, ch. 53, � 3.
17-9-105.� Repealed by Laws 1992, ch. 53, � 3.
17-9-106.� Repealed by Laws 1992, ch. 53, � 3.
17-9-107.� Repealed by Laws 1993, ch. 206, � 3.
17-9-108.� Repealed by Laws 1993, ch. 206, � 3.
CHAPTER 10 - COOPERATIVE MARKETING ASSOCIATIONS
ARTICLE 1 - IN GENERAL
17-10-101.� 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 between producer and consumer; and to stabilize the marketing problems of agricultural products, this act is passed.
17-10-102.� 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 capital stock and holders of common stock in associations organized with capital stock.
(c)� The term "association" or "cooperative" means any corporation organized under this act.
(d)� The term "person" shall include individuals, firms, partnerships, corporations and associations.
(e)� Associations organized hereunder shall be deemed nonprofit, inasmuch as they are not organized to make profits for themselves, as such, or for their members as such, but only for their members as producers.
(f)� This act shall be referred to as the "Cooperative Marketing Act".
17-10-103.� 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.
17-10-104.� Purposes.
An association may be organized to engage in any activity in connection with the marketing or selling of the agricultural products of its members, or with the harvesting, preserving, drying, processing, canning, packing, storing, handling, shipping, or utilization thereof, of the manufacturing or marketing of the by-products thereof; or in connection with the manufacturing, selling, or supplying to its members of machinery, equipment, or supplies; or in the financing of the above enumerated activities; or in any one (1) or more of the activities specified herein.
17-10-105.� 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 purpose of the cooperative;
(iii)(A)� If organized without capital stock, whether the property rights of each member shall be equal or unequal; and if unequal, the articles shall set forth the general rule or rules applicable to all members by which the property rights and interests, respectively, of each member shall be determined and fixed; and the association shall have the power to admit new members who shall be entitled to share in the property of the association with the old members, in accordance with such general rule or rules. This provision of the articles of incorporation shall not be altered, amended, or repealed except by the written consent or the affirmative vote of three-fourths of the members;
(B)� If organized with capital stock, the amount of such stock, the number of shares into which the capital stock is divided, and the par value of each share shall be given.
(iv)� The period of duration for the cooperative, if the duration is not to be perpetual;
(v)� The number of directors, not less than five (5) and the names of those who shall manage the concerns of the corporation for the first corporate year;
(vi)� The name of the town or post office and the county where the principal office or place of business of the corporation shall be located;
(vii)� Any further provisions, not inconsistent with law, which the incorporators may deem expedient to be embodied in such certificate.
17-10-106.� 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 under the general corporation laws. The corporation shall come into existence upon the filing of its certificate in the office of the secretary of state.
17-10-107.� 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 pass a resolution setting forth the full text of the proposed amendment and also the full text of such section or sections as may be altered or repealed by such amendments. Upon such action by the board of directors, notice shall be mailed to each and every member containing a copy of the resolution so adopted, the full text of the proposed amendment and also the full text of such section or sections as will be altered or repealed by such amendment. Such notice shall also designate the time, not less than twenty (20) days from the mailing of such notice, and place of the meeting at which such proposed amendment shall be considered and voted upon. If a quorum of the members is registered as being present or represented by mail votes at such meeting, a majority of the members so present or represented by mail votes may adopt or reject such proposed amendment; provided that no amendment may be adopted inconsistent with 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 containing such amendments and superseding the original certificate.
17-10-108.� 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 corporation law. The corporation shall also designate an agent and office for the service of papers and processes as required by the general corporation law.
17-10-109.� 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 and alter the same;
(iv)� To hold, purchase and convey such real and personal property as the purpose of the corporation may require, including stock or membership in subsidiary, allied or similar cooperative corporations within or without this state;
(v)� To appoint such officers and agents as the business may require, including in every case, a president and a secretary, and to fix their compensation;
(vi)� To make bylaws not inconsistent with law for the management of its property, the regulation of its business and the transfer of its stock or membership;
(vii)� To engage in any activity in connection with producing, marketing, selling, preserving, drying, processing, canning, packing, handling, storing or utilization of any agricultural products of its members; or the manufacturing or marketing of the by-products thereof; or in connection with the purchase, hiring or use by its members of supplies, machinery or equipment, or in the financing of such activities, or in any one (1) or more of the activities specified in this paragraph;
(viii)� To borrow money and to make advances to members upon products of members in the hands of the association;
(ix)� To act as agent or representative of any member or members in any of the activities mentioned in paragraphs (vii) and (viii) of this subsection;
(x)� To purchase or otherwise acquire, and to hold, own and exercise all rights of ownership in, and to sell, transfer or pledge shares of the capital stock or bonds, or memberships of any corporation or association organized under this act;
(xi)� To establish reserves and invest the funds thereof in bonds or such other property as may be provided in the bylaws;
(xii)� To do each and everything necessary, suitable or proper for the accomplishment of any one (1) of the purposes or the attainment of any one (1) or more of the objects herein enumerated; and to contract accordingly; and in addition to exercise and possess all powers, rights and privileges necessary or incidental to the purposes for which the association is organized or to the activities in which it is engaged; and in addition any other rights, powers and privileges granted by the laws of this state to ordinary corporations, except such as are inconsistent with the express provisions of this act; and to do any such things anywhere.
17-10-110.� 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 notes of the members may be accepted by the association as full or partial payment. The association shall hold the stock as security for the payment of the note, but such retention of security shall not affect the members' right to vote.
(c)� Except for debts lawfully contracted between him and the association, no member shall be liable for the debts of the association to an amount exceeding the sum remaining unpaid on his membership fee or his subscription to the capital stock, including any unpaid balance on any promissory notes given in payment thereof.
(d)� No stockholder of a cooperative association shall hold more than twenty percent (20%) of the common stock of the association; and the association, in its bylaws, may limit the amount of common stock which one (1) member may own to any amount less than twenty percent (20%) of the common stock.
(e)� No member or stockholder shall be entitled to more than one (1) vote.
(f)� The bylaws shall prohibit the transfer of the common stock or membership of the association to persons not engaged in the production of the agricultural products handled by the association, and such restrictions must be printed upon every certificate of stock or membership certificate subject thereto.
(g)� Any association organized with stock under this act may issue preferred stock, without the right to vote, and bearing a rate of interest not to exceed eight percent (8%). Such stock may be redeemable or retireable by the association on such terms and conditions as may be provided for by the certificate of incorporation and printed on the face of the certificate.
17-10-111.� 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 first corporate year, be annually elected by the members or stockholders at such time and place as shall be provided by the bylaws. The bylaws may provide that the directors be elected for staggered terms not to exceed three (3) years. Directors shall hold office until their successors have been elected and qualified. The bylaws may provide that the territory in which the association has members shall be divided into districts, and the directors shall be elected according to such districts. In such case the bylaws shall specify the number of directors to be elected by each district, the manner and method of reapportioning the directors and redistricting the territory covered by the association. The bylaws may provide that primary elections should be held in each district to elect the directors apportioned to such district, and the result of all such primary elections must be ratified by the next regular meeting of the association.
17-10-112.� 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 or stockholders may file a petition stating the specific business to be brought before the association, and demand a special meeting at any time. Such meeting must thereupon be called by the board of directors. Notice of all meetings, together with a statement of the purposes thereof, shall be mailed to each member at least twenty (20) days prior to the meeting. Provided, however, that the bylaws may require instead that such notice may be given by publication in a newspaper of general circulation, published at the principal place of business of the association. Date of publication of such meeting is to be at least twenty (20) days before the date of such meeting.
17-10-113.� 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 director in question. The removal shall be voted upon at the next regular or special meeting of the association, and by a vote of a majority of the members of the association, the association may remove the officer or director and fill the vacancy. The director or officer against whom such charges have been brought shall be informed in writing of the charges previous to the meeting, and shall have an opportunity at the meeting, to be heard in person or by counsel, and to present witnesses; and the person or persons bringing the charges against him shall have the same opportunity.
(b)� In case the bylaws provide for the election of directors by districts, with primary elections in each district, then the petition for the removal of a director must be signed by twenty percent (20%) of the members residing in the district from which he was elected. The board of directors must call a special meeting of the members residing in that district to consider the removal of the director. By a vote of the majority of the members of that district, the director in question shall be removed from office.
17-10-114.� 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 thereto shall be personally and individually liable for such excess to the creditors.
17-10-115.� 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 discretion. In addition to a capital reserve, the board may:
(i)� Set aside an amount not to exceed five percent (5%) of the annual net income of the cooperative association for:
(A)� Promoting and encouraging cooperative organization;
(B)� Promotion, education or research activities which are beneficial to the cooperative, its members and products; and
(C)� Any other endeavor or effort which the board deems is in the best interests of the cooperative or its members.
(ii)� Establish and accumulate reserves for new buildings, machinery and equipment depreciation, losses and other purposes.
(b)� Repealed By Laws 2001, Ch. 144, � 4.
17-10-116.� Repealed By Laws 2001, Ch. 144, � 4.
17-10-117.� 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, the resale price minus a uniform charge to cover the expenses involved in the handling of said products; there shall also be set aside for a reserve fund a small percentage of the sale price, said percentage to be fixed by the bylaws; resale price to be the actual resale price to be based upon the average price during any period for products of the same type and quality; the uniform charges for expenses to be specified in the contract or made otherwise ascertainable or left for determination by the directors.
17-10-118.� 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 corporation is insolvent or when it would be rendered insolvent by such payment, such directors shall be jointly and severally liable for all debts of the corporation then existing and for all such debts thereafter incurred while they shall respectively continue in office. Any director may relieve himself from such liability at any time before the time fixed for the payment of such dividend or apportionment by filing a certificate in writing of his objection with the secretary of the corporation, and with the county clerk of the county in which the principal office is located.
17-10-119.� 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 form as shall fully exhibit the assets and liabilities of the corporation; its earnings and profits, purchases and sales, expenses and outlays, for the period covered by such dividend, apportionment of earnings, or yearly statement, and this statement, shall be in such form that good understanding of the financial condition of said company may be obtained from such statement. The directors shall cause one (1) copy of this statement to be mailed to each member or stockholder of the corporation and one (1) copy to be kept on file with the secretary where the same may be examined by any member of the corporation at all reasonable times.
17-10-120.� Repealed by Laws 1992, ch. 53, � 3.
17-10-121.� 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 to or through the association or any facilities to be created by the association. The contract may provide that the association may sell or resell the products of its members, with or without taking title thereto, and pay over to its members the resale price, after deducting all necessary selling, overhead, and other costs and expenses, if any; and other proper reserves; and in interest not exceeding six percent (6%) per annum upon common stock.
(b)� The bylaws of the marketing contract may fix, as liquidated damages, specified sums to be paid by the member or stockholder to the association upon the breach by him of any provision of the marketing contract regarding the sale or delivery or withholding of products; and may further provide that the member will pay all costs, premiums for bonds, expenses or fees in case any action is brought upon the contract by the association; and any such provision shall be valid and enforceable in the courts of this state.
(c)� In the event of any such breach or threatened breach of such marketing contract by a member, the association shall be entitled to an injunction to prevent the further breach of the contract, and to a decree of specific performance thereof. Pending the adjudication of such an action, and upon filing a certified complaint, showing the breach or threatened breach, and upon filing a sufficient bond, the association shall be entitled to a temporary restraining order and preliminary injunction against the member.
17-10-122.� 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 his marketing contract with the association, or who maliciously and knowingly spreads false reports about the finances or management thereof, shall be guilty of a misdemeanor and subject to a fine of not less than one hundred dollars ($100.00), and not more than one thousand dollars ($1,000.00), for each such offense and shall be liable to the association aggrieved in a civil suit in the penal sum of five hundred dollars ($500.00) for each such offense; provided, that this section shall not apply to a bona fide creditor of such association, or the agent or attorney of any such bona fide creditor, endeavoring to make collections of the indebtedness.
17-10-123.� 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 and its members, or any agreements authorized in this act be considered illegal or in restraint of trade.
17-10-124.� 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.
17-10-125.� 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 provisions of this act.
17-10-126.� 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.
ARTICLE 2 - PROCESSING COOPERATIVE
17-10-201.� Title.
This act may be cited as the "Wyoming Processing Cooperative law."
17-10-202.� 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 organization of a cooperative as originally filed and subsequently amended;
(iii)� "Association" means an� organization conducting business on a cooperative plan under the laws of this state or another state that is chartered to conduct business under other laws of this state or another state;
(iv)� "Board" means the board of directors of a cooperative;
(v)� "Business entity" means a company, limited liability company, limited liability partnership or other legal entity, whether domestic or foreign, association or body vested with the power or function of a legal entity;
(vi)� "Cooperative" means an association organized under this article conducting business on a cooperative plan as provided under this article;
(vii)� "Domestic business entity" means a business entity organized under the laws of this state;
(viii)� "Filed with the secretary of state" means that a document meeting the applicable requirements of this article, signed and accompanied by the required filing fee, has been delivered to the secretary of state of this state.� The secretary of state shall endorse on the document the word "Filed" or a similar word determined by the secretary of state and the month, day, and year of filing, record the document in the office of the secretary of state, and return a document to the person or entity who delivered it for filing;
(ix)� "Foreign business entity" means a business entity that is not a domestic business entity;
(x)� "Member" means a person or entity reflected on the books of the cooperative as the owner of governance rights of a membership interest of the cooperative and includes patron and nonpatron members;
(xi)� "Membership interest" means a member's interest in a cooperative consisting of a member's financial rights, a member's right to assign financial rights, a member's governance rights and a member's right to assign governance rights. Membership interest includes patron membership interests and nonpatron membership interests;
(xii)� "Members' meeting" means a regular or special members' meeting;
(xiii)� "Nonpatron membership interest" means a membership interest that does not require the holder to conduct patronage business for or with the cooperative to receive financial rights or distributions;
(xiv)� "Patron" means a person or entity who conducts patronage business with the cooperative;
(xv)� "Patronage" means business, transactions, or services done for or with the cooperative as defined by the cooperative;
(xvi)� "Patron member" means a member holding a patron membership interest;
(xvii)� "Patron membership interest" means the membership interest requiring the holder to conduct patronage business for or with the cooperative, as specified by the cooperative to receive financial rights or distributions;
(xviii)� "Signed" means that the signature of a person has been written on a document, and, with respect to a document required by this article to be filed with the secretary of state, means that the document has been signed by a person authorized to do so by this article, the articles or bylaws, or by a resolution approved by the directors or the members.� A signature on a document may be a facsimile affixed, engraved, printed, placed, stamped with indelible ink, transmitted by facsimile or electronically or in any other manner reproduced on the document;
(xix)� "The act" means W.S. 17-10-201 through 17-10-253.
17-10-203.� 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 rules and regulations necessary to implement the provisions of this article.
(b)� The provisions of W.S. 17-16-1630 regarding the filing of reports, license taxes and records shall apply to cooperatives formed under this article.
17-10-204.� 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 17-28-111.
(b)� Repealed by Laws 2008, Ch. 90, � 3.
(c)� Repealed by Laws 2008, Ch. 90, � 3.
(d)� Repealed by Laws 2008., Ch. 90, � 3
(e)� If any cooperative has failed for thirty (30) days to appoint and maintain a registered agent in this state, or has failed for thirty (30) days after change of its registered office or registered agent to file in the office of the secretary of state a statement of the change it shall be deemed to be transacting business within this state without authority and to have forfeited any franchises, rights or privileges acquired under the laws thereof and the forfeiture shall be made effective in the following manner. The secretary of state shall mail by certified mail a notice of its failure to comply with aforesaid provisions. Unless compliance is made within thirty (30) days of the delivery of notice, the cooperative shall be deemed defunct and to have forfeited its certificate of organization acquired under the laws of this state. Provided, that any defunct cooperative may at any time within two (2) years after the forfeiture of its certificate, in the manner herein provided, be revived and reinstated, by filing the necessary statement under this act and paying a reinstatement fee established by the secretary of state by rule, together with a penalty of one hundred dollars ($100.00). The reinstatement fee shall not exceed the costs of providing the reinstatement service. The cooperative shall retain its registered name during the two (2) year reinstatement period under this section.
(f)� The provisions of W.S. 17-28-101 through 17-28-111 shall apply to all cooperatives.
17-10-205.� 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 processing of those products and other purposes that are necessary or convenient to facilitate the production or marketing of agricultural products by patron members and other purposes that are related to the business of the cooperative.
17-10-206.� 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.
17-10-207.� 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 right to which is, at the time of organization, reserved or provided for by law.
(b)� The cooperative name shall be reserved for the cooperative during its existence.
17-10-208.� 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 state;
(iv)� The period of duration for the cooperative, if the duration is not to be perpetual;
(v)� The capital structure of the cooperative including a statement of the classes and relative rights, preferences, and restrictions granted to or imposed upon each class of member interests, the rights to share in profits or distributions of the cooperative, and the authority to issue member interests, which may be designated to be determined by the board;
(vi)� A provision designating the voting and governance rights, including which membership interests have voting power and any limitations or restrictions on the voting power, which shall be in accordance with the provisions of this article;
(vii)� A statement that patron membership interests with voting power shall be restricted to one (1) vote for each member regardless of the amount of patron membership interests held in the affairs of the cooperative or a statement describing the allocation of voting power allocated as prescribed in this article;
(viii)� A statement that membership interests held by a member are transferable only with the approval of the board or as provided in the bylaws;
(ix)� The names, post office addresses, and terms of office of the directors of the first board;
(x)� A statement as to how profits and losses will be allocated and cash will be distributed between patron membership interests collectively and nonpatron membership interests collectively, a statement that net income allocated to a patron membership interests as determined by the board in excess of dividends and additions to reserves shall be distributed on the basis of patronage, and that the records of the cooperative shall include the interests of patron membership interests and nonpatron membership interests which may be further described in the bylaws, of any classes, and in the reserves; and
(xi)� The registered address of the cooperative.
(b)� The articles shall contain the provisions in subsection (a) of this section, except that the names, post office addresses of the directors of the first board may be omitted after their successors have been elected by the members or the articles are amended in their entirety.
(c)� The articles may contain any other lawful provision.
(d)� The articles shall be signed by the organizers.
(e)� The original articles shall be filed with the secretary of state. The fee for filing the articles with the secretary of state shall be subject to the provisions of W.S. 17-16-122.
(f)� When the articles of organization have been filed with the secretary of state and the required fee has been paid to the secretary of state, it shall be presumed that:
(i)� All conditions precedent that are required to be performed by the organizers have been complied with;
(ii)� The organization of the cooperative has been chartered by the state as a separate legal entity; and
(iii)� The secretary of state shall issue a certificate of organization to the cooperative.
17-10-209.� 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 mail ballot in the resolution or alternative method approved by the board and stated in the resolution, shall be mailed or distributed with a regular or special meeting notice to each member. The notice shall designate the time and place of the meeting for the proposed amendment to be considered and voted on;
(ii)� If a quorum of the members is registered as being present or represented by alternative vote at the meeting, the proposed amendment is adopted:
(A)� If approved by a majority of the votes cast; or
(B)� For a cooperative with articles or bylaws requiring more than majority approval or other conditions for approval, the amendment is approved by a proportion of the votes cast or a number of total members as required by the articles or bylaws and the conditions for approval in the articles or bylaws have been satisfied.
(b)� After an amendment has been adopted by the members, the amendment shall be signed by the chair, vice-chair, records officer, or assistant records officer and a copy of the amendment filed in the office of the secretary of state.
(c)� A certificate shall be prepared stating:
(i)� The vote and meeting of the board adopting a resolution of the proposed amendment;
(ii)� The notice given to members of the meeting at which the amendment was adopted;
(iii)� The quorum registered at the meeting; and
(iv)� The vote cast adopting the amendment.
(d)� The certificate shall be signed by the chair, vice-chair, records officer or financial officer and filed with the records of the cooperative.
(e)� A majority of directors may amend the articles if the cooperative does not have any members with voting rights.
17-10-210.� 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 amending its organizational documents to conform to the requirements of articles of organization under this article.
(b)� A business entity organized under other statutes of this state may amend its articles in the manner provided under the statute that it is governed by for the adoption of amendments to comply with the provisions of this article and file the amended articles with the secretary of state to be a cooperative governed under this article. The status of the business entity under the other statutes terminates with the filing of articles to be governed under this article.
(c)� A business entity organized under laws of other states shall amend its organizational documents in the manner required by the laws of the state where it was organized to comply with the provisions of this article. After the organizational documents are amended, the business entity shall file a certified copy of the organizational documents as amended with the secretary of state to comply with the provisions of this article with the fees and requirements prescribed for filing articles. After filing, the business entity is a cooperative in this state organized under and subject to the provisions of this article.
17-10-211.� 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.
17-10-212.� 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 cooperative may be adopted or amended by the directors as provided in subsection (c) of this section, or at a regular or special members' meeting if:
(i)� The notice of the meeting contains a statement that the bylaws or restated bylaws will be voted upon and copies are included with the notice, or copies are available upon request from the cooperative and summary statement of the proposed bylaws or amendment is included with the notice;
(ii)� A quorum is registered as being present or represented by mail or alternative voting method if the mail or alternative voting method is authorized by the board; and
(iii)� The bylaws or amendment is approved by a majority vote cast, or for a cooperative with articles or bylaws requiring more than majority approval or other conditions for approval, the bylaws or amendment is approved by a proportion of the vote cast or a number of the total members as required by the articles or bylaws and the conditions for approval in the articles or bylaws have been satisfied.
(c)� Until the next annual or special members' meeting, the majority of directors may adopt and amend bylaws for the cooperative that are consistent with subsection (d) of this section which may be further amended or repealed by the members at an annual or special members' meeting.
(d)� Bylaws may contain any provision relating to the management or regulation of the affairs of the cooperative that are not inconsistent with law or the articles, and shall include the following:
(i)� The number of directors, and the qualifications, manner of election, powers, duties, and compensation, if any, of directors;
(ii)� The qualifications of members and any limitations on their number;
(iii)� The manner of admission, withdrawal, suspensions, and expulsion of members;
(iv)� Generally the governance rights, financial rights, assignability of governance and financial rights, and other rights, privileges and obligations of members and their membership interests, which may be further described in member control agreements.
17-10-213.� 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 privileges granted by the laws of this state to other cooperatives, except those that are inconsistent with the express provisions of this article; and
(iii)� Has the powers given in this section.
(b)� A cooperative may buy, sell, or deal in its own products, the products of the cooperative's individual members, patrons or nonmembers, the products of another cooperative association, or of its members or patrons, or the products of another person or entity. A cooperative may negotiate the price at which the products the cooperative is selling may be sold.
(c)� A cooperative may enter into or become a party to a contract or agreement for the cooperative or for the cooperative's individual members or patrons or between the cooperative and its members.
(d)� A cooperative may purchase and hold, lease, mortgage, encumber, sell, exchange and convey as a legal entity real estate, buildings and personal property as the business of the cooperative may require including the sale or other disposition of assets required by the business of the cooperative as determined by the board.
(e)� A cooperative may erect buildings or other structures or facilities on the cooperative's owned or leased property or on a right-of-way legally acquired by the cooperative.
(f)� A cooperative may issue bonds or other evidence of indebtedness and may borrow money to finance the business of the cooperative.
(g)� A cooperative may make advances to the cooperative's members or patrons on products delivered by the members or patrons to the cooperative.
(h)� A cooperative may accept deposits of money from other cooperatives, associations or members from which it is constituted.
(j)� A cooperative may loan or borrow money to or from individual members, cooperatives or associations from which it is constituted with security that it considers sufficient in dealing with the members, cooperatives, or associations.
(k)� A cooperative may purchase, acquire, hold, or dispose of the ownership interests of another business entity whether organized under the laws of this state or another state and assume all rights, interests, privileges, responsibilities and obligations arising out of the ownership interests.
(m)� A cooperative may acquire and hold ownership interests in another business entity organized under the laws of this state or another state of the United States, including a business entity organized:
(i)� As a federation of associations;
(ii)� For the purpose of forming a district, state, or national marketing, sales or service agency; or
(iii)� For the purpose of acquiring marketing facilities at terminal or other markets in this state or other states.
(n)� A cooperative may purchase, own, and hold ownership interests, memberships, interests in nonstock capital, evidences of indebtedness of any domestic business entity or foreign business entity when reasonably necessary or incidental to accomplish the purposes stated in the articles.
(o)� A cooperative may exercise any and all fiduciary powers in relations with members, cooperatives, associations or business entities from which it is constituted.
(p)� A cooperative may take, receive, and hold real and personal property, including the principal and interest of money or other funds and rights in a contract, in trust for any purpose not inconsistent with the purposes of the cooperative in its articles and may exercise fiduciary powers in relation to taking, receiving, and holding the real and personal property.
17-10-214.� 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 exclusively to or through the cooperative or facility established by the cooperative.
(b)� If a sale is contracted to the cooperative, the sale shall transfer title to the product absolutely, except for a recorded lien or security interest, to the cooperative on delivery of the product or at another specified time if expressly provided in the contract. The contract may allow the cooperative to sell or resell the product of its patron member or patron with or without taking title to the product, and pay the resale price to the patron member or patron, after deducting all necessary selling, overhead and other costs and expenses, including other proper reserves and interest.
(c)� A single term of a marketing contract shall not exceed ten (10) years, but a marketing contract may be made self-renewing for periods not exceeding five (5) years each, subject to the right of either party to terminate by giving written notice of the termination during a period of the current term as specified in the contract.
(d)� The bylaws or the marketing contract, or both, may set a specific sum as liquidated damages to be paid by the patron member or patron to the cooperative for breach of any provision of the marketing contract regarding the sale or delivery or withholding of a product and may provide that the member or patron shall pay the costs, premiums for bonds, expenses and fees if an action is brought on the contract by the cooperative. The remedies for breach of contract are valid and enforceable in the courts of this state. The provisions shall be enforced as liquidated damages and are not to be considered or regarded as a penalty.
(e)� If there is a breach or threatened breach of a marketing contract by a patron member or patron, the cooperative is entitled to an injunction to prevent the further breach of the contract and to a decree of specific performance of the contract. Pending the adjudication of the action after filing a certified complaint showing the breach or threatened breach and filing a sufficient bond, the cooperative is entitled to a temporary restraining order and preliminary injunction against the patron member or patron.
(f)� Any person who knowingly induces or attempts to induce any member or patrons of a cooperative organized under this article to breach his marketing contract with the cooperative, or who maliciously and knowingly spreads false reports about the finances or management thereof, shall be guilty of a misdemeanor and subject to a fine of not less than one hundred dollars ($100.00), and not more than one thousand dollars ($1,000.00), for each such offense; provided, that this section shall not apply to a bona fide creditor of such cooperative, or the agent or attorney of any such bona fide creditor, endeavoring to make collections of the indebtedness.
(g)� In addition to the penalty provided in subsection (f) of this section, the person, corporation or other entity may be liable to the cooperative for civil damages for any violation of the provisions of subsection (f) of this section. Each violation shall constitute a separate offense and is subject to the penalties in this subsection and subsection (f) of this section.
17-10-215.� Board governs cooperative.
A cooperative shall be governed by its board.
17-10-216.� Number of directors.
The board shall have not less than three (3) directors.
17-10-217.� 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 membership interests. The voting authority of the directors may be allocated according to allocation units or equity classifications of the cooperative provided that at least one-half (1/2) of the voting power on general matters of the cooperative shall be allocated to one (1) or more directors elected by members holding patron membership interests or in the alternative the one (1) or more directors elected by the members holding patron membership interests shall have an equal or shall not have a minority voting power on general matters of the cooperative.
(b)� Directors shall be elected at the regular members' meeting for the terms of office prescribed in the bylaws. Except for directors elected at district meetings, all directors shall be elected at the regular members' meeting.
(c)� For a cooperative with districts or other units, members may elect directors on a district or unit basis if provided in the bylaws. The directors may be nominated or elected at district meetings if provided in the bylaws. Directors who are nominated at district meetings shall be elected at the annual regular members' meeting by vote of the entire membership, unless the bylaws provide that directors who are nominated at district meetings are to be elected by vote of the members of the district at the annual regular members' meeting.
(d)� The following shall apply to alternative voting:
(i)� A member may not vote other than by their presence at a meeting for a director unless alternative voting is authorized for election of directors by the articles or bylaws;
(ii)� The ballot shall be in a form prescribed by the board;
(iii)� The member shall mark the ballot for the candidate chosen and mail the ballot to the cooperative in a sealed plain envelope inside another envelope bearing the member's name, or shall vote in the alternative manner prescribed by the board;
(iv)� If the ballot of the member is received by the cooperative on or before the date of the regular members' meeting, the ballot shall be accepted and counted as the vote of the absent member.
(e)� If a member of a cooperative is not a natural person, and the bylaws do not provide otherwise, the member may appoint or elect one (1) or more natural persons to be eligible for election as a director to the board.
17-10-218.� 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 vacating director was not a patron member, the board shall appoint a patron member to fill the vacant position. At the next regular or special members' meeting, the members or patron members shall elect a director to fill the unexpired term of the vacant director's position.
17-10-219.� 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.
17-10-220.� 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 articles may not eliminate or limit the liability of a director:
(i)� For a breach of the director's duty of loyalty to the cooperative or its members;
(ii)� For acts or omissions that are not in good faith or involve intentional misconduct or a knowing violation of law;
(iii)� For a transaction from which the director derived an improper personal benefit; or
(iv)� For an act or omission occurring before the date when the provision in the articles eliminating or limiting liability becomes effective.
17-10-221.� 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 offices of records officer and financial officer may be combined.
(e)� The chair and first vice-chair shall be directors and members.� The financial officer, records officer, and additional officers need not be directors or members.
(f)� The board may employ a chief executive officer to manage the day-to-day affairs and business of the cooperative.
(g)� Other than the chief executive officer, members may remove an officer at a members' meeting for cause related to the duties of the position of the officer and fill the vacancy caused by the removal.
17-10-222.� 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 members' meeting or at a special members' meeting called for the purpose of the amendment.
(b)� Authorized membership interests may be issued on terms and conditions prescribed in the articles, bylaws, or as determined by the board. The cooperative shall disclose to any person or entity acquiring membership interests to be issued by the cooperative, the organization, capital structure and business prospects and risks of the cooperative, the nature of the governance and financial rights of the membership interest being acquired and of other classes of membership and membership interests. The cooperative shall notify all members of the membership interests being offered by the cooperative. A membership interest may not be issued until the subscription price of the membership interest has been paid for in cash or a cash equivalent or property with the agreed upon value of the property to be contributed.
(c)� The patron membership interests collectively shall have not less than fifteen percent (15%) of the cooperative's financial rights to profit allocations and distributions.
(d)� After issuance by the cooperative, membership interests in a cooperative may only be sold or transferred with the approval of the board.
(e)� The cooperative may solicit and issue nonpatron membership interests on terms and conditions determined by the board and disclosed in the articles, bylaws or by separate disclosure to the members. Each member acquiring nonpatron membership interests shall sign a member control agreement which shall describe the rights and obligations of the member as it relates to the nonpatron membership interests, the financial and governance rights, the transferability of the nonpatron membership interests, the division and allocations of profits and losses among the membership interests and membership classes, and financial rights upon liquidation. If the bylaws do not otherwise provide for the allocation of the profits and losses between patron membership interests and nonpatron membership interests, then the allocation of profits and losses among nonpatron membership interests individually and patron membership interests collectively shall be allocated on the basis of the value of contributions to capital made according to the patron membership interests collectively and the nonpatron membership interests individually to the extent the contributions have been accepted by the cooperative. Distributions of cash or other assets of the cooperative shall be allocated among the membership interests as provided in the articles and bylaws, subject to the provisions of this article. If not otherwise provided, distributions shall be made on the basis of value of the capital contributions of the patron membership interests collectively and the nonpatron membership interests to the extent the contributions have been accepted by the cooperative.
(f)� The bylaws may provide that the cooperative or the patron members, individually or collectively, have the first privilege of purchasing the membership interests of any class of patron member's membership interests offered for sale. The first privilege to purchase patron membership interests may be satisfied by notice to other patron members that the patron membership interests are for sale and a procedure by which patron members may proceed to attempt to purchase and acquire the patron membership interests. A patron membership interest acquired by the cooperative may be held to be reissued or may be retired and cancelled.
(g)� Subject to the provisions in the bylaws, a member may dissent from and obtain payment for the fair value of the member's nonpatron membership interests in the cooperative if the articles or bylaws are amended in a manner that materially and adversely affects the rights and preferences of the nonpatron membership interests of the dissenting member. The dissenting member shall file a notice of intent to demand fair value of the membership interest with the records officer of the cooperative within thirty (30) days after the amendment of the bylaws and notice of the amendment to members, otherwise the right of the dissenting member to demand payment of fair value for the membership interest is deemed to be waived. If a proposed amendment of the articles or bylaws shall be approved by the members, a member who is entitled to dissent and who wishes to exercise dissenter's rights shall file a notice to demand fair value of the membership interest with the records officer of the cooperative before the vote on the proposed action and shall not vote in favor of the proposed action, otherwise the right to demand fair value for the membership interest by the dissenting member is deemed waived. After receipt of the dissenting member's demand notice and approval of the amendment, the cooperative has sixty (60) days to rescind the amendment or otherwise the cooperative shall remit the fair value for the one (1) member's interest to the dissenting member by one hundred eighty (180) days after receipt of the notice. Upon receipt of the fair value for the membership interest, the member has no further member rights in the cooperative.
17-10-223.� 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 implement the use of districts or units including setting the time and place and prescribing the rules of conduct for holding meetings by districts or units to elect delegates to members' meetings.
17-10-224.� 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 rights of membership interest of any class owned by the member.
(b)� The cooperative shall refund to the member for the surrendered financial rights of membership interest the lesser of the book value or market value of the financial right of the membership interest payable in not more than seven (7) years from the date of surrender or the board may transfer all of any patron member's financial rights to a class of financial rights held by members who are not patron members, or to a certificate of interest which carries liquidation rights on par with membership interests and is redeemed within seven (7) years after the transfer as provided in the certificate.
(c)� Membership interests required to be surrendered may be reissued or be retired and cancelled by the board.
(d)� A member who knowingly, intentionally or repeatedly violates a provision of the articles, bylaws, member control agreement, or a marketing contract, may be required by the board to surrender voting power in the cooperative.
(e)� A member is not, merely on the account of that status, personally liable for the acts, debts, liabilities, or obligations of a cooperative. A member is liable for any unpaid subscription for the membership interest, unpaid membership fees, or a debt for which the member has separately contracted with the cooperative.
17-10-225.� 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 conveniently located place as determined by the bylaws or the board.
(c)� The officers shall submit reports to the members at the regular members' meeting covering the business of the cooperative for the previous fiscal year that show the condition of the cooperative at the close of the fiscal year.
(d)� All directors shall be elected at the regular members' meeting for the terms of office prescribed in the bylaws, except for directors elected at district or unit meetings.
(e)� The cooperative shall give notice of regular members' meetings by mailing the regular members' meeting notice to each member at the member's last known post office address or by other notification approved by the board and agreed to by the members. The regular members' meeting notice shall be published or otherwise given by approved method at least two (2) weeks before the date of the meeting or mailed at least fifteen (15) days before the date of the meeting.
17-10-226.� 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%) of all members collectively are submitted to the chair.
(b)� The cooperative shall give notice of a special members' meeting by mailing the special members' meeting notice to each member personally at the person's last known post office address or an alternative method approved by the board and the member individually or the members generally. For a member that is an entity, notice mailed or delivered by an alternative method shall be to an officer of the entity. The special members' meeting notice shall state the time, place, and purpose of the special members' meeting. The special members' meeting notice shall be issued within ten (10) days from and after the date of the presentation of a members' petition, and the special members' meeting shall be held within thirty (30) days after the date of the presentation of the members' petition.
17-10-227.� 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 members' meeting notices were mailed or delivered as prescribed by law.
(b)� The certificate shall be made a part of the record of the meeting.
17-10-228.� 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.
17-10-229.� 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)� In determining a quorum at a meeting, on a question submitted to a vote by mail or an alternative method, members present in person or represented by mail vote or the alternative voting method shall be counted. The attendance of a sufficient number of members to constitute a quorum shall be established by a registration of the members of the cooperative present at the meeting. The registration shall be verified by the chair or the records officer of the cooperative and shall be reported in the minutes of the meeting.
(c)� An action by a cooperative is not valid or legal in the absence of a quorum at the meeting at which the action was taken.
17-10-230.� 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) vote as provided in that section. On any matter of the cooperative, the entire patron members voting power shall be voted collectively based upon the vote of the majority of patron members voting on the issue. A nonpatron member has the voting rights in accordance to his nonpatron membership interests as granted in the bylaws, subject to the provisions of this article.
(b)� A member or delegate may exercise voting rights on any matter that is before the members as prescribed in the articles or bylaws at a members' meeting from the time the member or delegate arrives at the members' meeting, unless the articles or bylaws specify an earlier and specific time for closing the right to vote.
(c)� A member's vote at a members' meeting shall be in person or by mail if a mail vote is authorized by the board or by alternative method if authorized by the board, and not by proxy except as provided in subsection (d) of this section.
(d)� The following shall apply to members represented by delegates:
(i)� A cooperative may provide in the articles or bylaws that units or districts of members are entitled to be represented at members' meetings by delegates chosen by the members of the unit or district. The delegates may vote on matters at the members' meeting in the same manner as a member. The delegates may only exercise the voting rights on a basis and with the number of votes as prescribed in the articles or bylaws;
(ii)� If the approval of a certain portion of the members is required for adoption of amendments, a dissolution, a merger, a consolidation, or a sale of assets, the votes of delegates shall be counted as votes by the members represented by the delegate;
(iii)� Patron members may be represented by the proxy of other patron members;
(iv)� Nonpatron members may be represented by proxy if authorized in the bylaws.
(e)� The following shall apply to absentee ballots:
(i)� A member who is or will be absent from a members' meeting may vote by mail or by an approved alternative method on the ballot prescribed in this subsection on any motion, resolution or amendment that the board submits for vote by mail or alternative method to the members;
(ii)� The ballot shall be in the form prescribed by the board and contain:
(A)� The exact text of the proposed motion, resolution or amendment to be acted on at the meeting; and
(B)� The text of the motion, resolution or amendment for which the member may indicate an affirmative or negative vote.
(iii)� The member shall express a choice by marking an appropriate choice on the ballot and mail, deliver or otherwise submit the ballot to the cooperative in a plain, sealed envelope inside another envelope bearing the member's name or by an alternative method approved by the board;
(iv)� A properly executed ballot shall be accepted by the board and counted as the vote of the absent member at the meeting.
17-10-231.� 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 patron members to have an additional vote for:
(i)� A stipulated amount of business transacted between the patron member cooperative and the central cooperative organization;
(ii)� A stipulated number of patron members in the member cooperative;
(iii)� A certain stipulated amount of equity allocated to or held by the patron member cooperative in the cooperative central organization; or
(iv)� A combination of methods in paragraphs (i) through (iii) of this subsection.
(b)� A cooperative that is organized into units or districts of patron members, may, by the articles or the bylaws, authorize the delegates elected by its patron members or, have an additional vote for:
(i)� A stipulated amount of business transacted between the patron members in the units or districts and the cooperative;
(ii)� A certain stipulated amount of equity allocated to or held by the patron members of the units or districts of the cooperative; or
(iii)� A combination of methods in paragraphs (i) and (ii) of this subsection.
17-10-232.� 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 has authority to represent the cooperative and may cast the cooperative's vote at the business entity's meeting.
17-10-233.� 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 interests collectively and other membership interests shall be allocated on the basis of the value of contributions to capital made by the patron membership interests collectively and other membership interests and accepted by the cooperative. The allocation of profits to the patron membership interests collectively shall not be less than fifteen percent (15%) of the total profits in any fiscal year.
(b)� The bylaws shall prescribe the distribution of cash or other assets of the cooperative among the membership interests of the cooperative. If not otherwise provided in the bylaws, distribution shall be made to the patron membership interests collectively and other members on the basis of the value of contributions to capital made and accepted by the cooperative by the patron membership interests collectively and other membership interests. The distributions to patron membership interests collectively shall not be less than fifteen percent (15%) of the total distributions in any fiscal year.
17-10-234.� 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, for patron membership interests:
(i)� Set aside an amount not to exceed five percent (5%) of the annual net income of the cooperative for promoting and encouraging cooperative organization; and
(ii)� Establish and accumulate reserves for new buildings, machinery and equipment, depreciation, losses, and other proper purposes.
(c)� Net income allocated to patron members in excess of dividends on equity and additions to reserves shall be distributed to patron members on the basis of patronage. A cooperative may establish allocation units, whether the units are functional, divisional, departmental, geographic, or otherwise and pooling arrangements and may account for and distribute net income to patrons on the basis of allocation units and pooling arrangements. A cooperative may offset the net loss of an allocation unit or pooling arrangement against the net income of other allocation units or pooling arrangements.
(d)� Distribution of net income shall be made at least annually. The board shall present to the members at their annual meeting a report covering the operations of the cooperative during the preceding fiscal year.
(e)� A cooperative may distribute net income to patron members in cash, capital credits, allocated patronage equities, revolving fund certificates, or its own or other securities.
(f)� The cooperative may provide in the bylaws that nonmember patrons are allowed to participate in the distribution of net income payable to patron members on equal terms with patron members.
(g)� If a nonmember patron with patronage credits is not qualified or eligible for membership, a refund due may be credited to the patron's individual account. The board may issue a certificate of interest to reflect the credited amount. After the patron is issued a certificate of interest, the patron may participate in the distribution of income on the same basis as a patron member.
17-10-235.� 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 cooperative making the election to distribute unclaimed property shall file with the secretary of state:
(i)� A verified written explanation of the proof of claim of an owner establishing a right to receive the abandoned property;
(ii)� Any error in the presumption of abandonment;
(iii)� The name, address, and exemption number of the corporation or organization to which the property was or is to be distributed; and
(iv)� The approximate date of distribution.
(b)� This subsection does not alter the procedure provided by law for cooperatives to report unclaimed property to the state and the requirement that claims of owners are made to the cooperatives for a period following the publication of lists of abandoned property.
(c)� The right of an owner to unclaimed property held by a cooperative is extinguished when the property is disbursed by the cooperative to a tax exempt organization in accordance with this section.
17-10-236.� 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 section or the law of the state where the surviving or new business entity will exist.
(b)� To initiate a merger or consolidation of a cooperative, a written plan of merger or consolidation shall be prepared by the board or by a committee selected by the board to prepare a plan. The plan shall state:
(i)� The names of the constituent cooperatives and other business entities;
(ii)� The name of the surviving or new cooperative or other business entity;
(iii)� The manner and basis of converting membership or ownership interests of the constituent cooperatives or business entities into membership or ownership interests in the surviving or new cooperative or business entity;
(iv)� The terms of the merger or consolidation;
(v)� The proposed effect of the consolidation or merger on the members and patron members of the cooperative; and
(vi)� For a consolidation, the plan shall contain the articles of the entity or organizational documents to be filed with the state in which the entity is organized.
(c)� The following shall apply to notice:
(i)� The board shall mail a merger or consolidation or otherwise transmit or deliver notice to each member. The notice shall contain:
(A)� The full text of the plan; and
(B)� The time and place of the meeting at which the plan will be considered.
(ii)� A cooperative with more than two hundred (200) members may provide the merger or consolidation notice in the same manner as a regular members' meeting notice.
(d)� The following shall apply to the adoption of a plan or merger or consolidation:
(i)� A plan of merger or consolidation is adopted if:
(A)� A quorum of the members is registered as being present or represented by mail vote at the meeting; and
(B)� The plan is approved by two-thirds (2/3) of the votes cast, or for a cooperative with articles or bylaws requiring more than two-thirds (2/3) of the votes cast or other conditions for approval, the plan is approved by a proportion of the votes cast or a number of total members as required by the articles or bylaws and the conditions for approval in the articles or bylaws have been satisfied.
(ii)� After the plan has been adopted, articles of merger or consolidation stating the plan and that the plan was adopted according to this article shall be signed by the chair, vice-chair, records officer or documents officer of each cooperative merging or consolidating;
(iii)� The articles of merger or consolidation shall be filed in the office of the secretary of state;
(iv)� For a merger, the articles of the surviving cooperative subject to this article are deemed amended to the extent provided in the articles of merger;
(v)� Unless a later date is provided in the plan, the merger or consolidation is effective when the articles of merger or consolidation are filed in the office of the secretary of state;
(vi)� The secretary of state shall issue a certificate of organization of the merged or consolidated cooperative.
(e)� The following shall apply to the effect of a merger:
(i)� After the effective date, the cooperatives or other business entities that are parties to the plan become a single entity. For a merger, the surviving business entity is the business entity designated in the plan. For a consolidation, the new cooperative or other business entity is the business entity provided for in the plan. Except for the surviving or new business entity, the separate existence of all business entities that are parties to the plan cease on the effective date of the merger or consolidation;
(ii)� The surviving or new business entity possesses all of the rights and property of each of the merged or consolidated business entities and is responsible for all their obligations. The title to property of the merged or consolidated business entity is vested in the surviving or new business entity without reversion or impairment of the title caused by the merger or consolidation;
(iii)� The right of a creditor may not be impaired by the merger or consolidation without the creditor's consent.
(f)� The fee to be paid to the secretary of state for filing articles of merger or consolidation shall conform with the provisions of W.S. 17-16-122.
17-10-237.� 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 members may authorize a liquidation by adopting a resolution at a members' meeting. The notice of the members' meeting shall include a statement that the disposition of all of the assets of the cooperative will be considered at the meeting. If a quorum is present in person, by mail ballot, or alternative method approved by the board at the members' meeting, the resolution approving of the liquidation is adopted if:
(i)� Approved by two-thirds (2/3) of the votes cast; or
(ii)� For a cooperative with articles or bylaws requiring more than two-thirds (2/3) for approval or other conditions for approval, the resolution is approved by the proportion of the votes cast or a number of total members as required by the articles or bylaws and the conditions for approval in the articles or bylaws have been satisfied.
(b)� The board of directors by resolution may liquidate a cooperative if the board obtains an opinion of an accountant that the cooperative is unlikely to continue as a business based on its current finances.
17-10-238.� Methods of dissolution.
A cooperative may be dissolved by the members or by order of the court.
17-10-239.� 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 to the cooperative, including unpaid subscriptions for shares; and
(ii)� To pay or make provision for the payment of all debts, obligations and liabilities of the cooperative according to their priorities.
(b)� After the notice of intent to dissolve has been filed with the secretary of state, the board may sell, lease, transfer or otherwise dispose of all or substantially all of the property and assets of the dissolving cooperative without a vote of the members.
(c)� Tangible and intangible property, including money, remaining after the discharge of the debts, obligations and liabilities of the cooperative may be distributed to the members and former members as provided in the bylaws. If previously authorized by the members, the tangible and intangible property of the cooperative may be liquidated and disposed of at the discretion of the board.
17-10-240.� 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 of the proposed revocation shall be submitted to the members at the members' meeting called to consider the revocation. The dissolution proceedings are revoked if the proposed revocation is approved at the members' meeting by a majority of the members of the cooperative or for a cooperative with articles or bylaws requiring a greater number of members, the number of members required by the articles or bylaws.
(c)� Revocation of dissolution proceedings is effective when a notice of revocation is filed with the secretary of state. After the notice is filed, the cooperative may resume business.
17-10-241.� 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 dissolve is filed with the secretary of state.
17-10-242.� 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 articles of dissolution shall state:
(i)� That all debts, obligations, and liabilities of the cooperative have been paid or discharged or adequate provisions have been made for them or time periods allowing claims have run and other claims are not outstanding;
(ii)� That the remaining property, assets, and claims of the cooperative have been distributed among the members or pursuant to a liquidation authorized by the members; and
(iii)� That legal, administrative, or arbitration proceedings by or against the cooperative are not pending or adequate provision has been made for the satisfaction of a judgment, order or decree that may be entered against the cooperative in a pending proceeding.
(b)� The cooperative is dissolved when the articles of dissolution have been filed with the secretary of state.
(c)� The secretary of state shall issue to the dissolved cooperative or its legal representative a certificate of dissolution that contains:
(i)� The name of the dissolved cooperative;
(ii)� The date the articles of dissolution were filed with the secretary of state; and
(iii)� A statement that the cooperative is dissolved.
17-10-243.� 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 within the county where the registered address is located to have the dissolution conducted or continued under the supervision of the court as provided in W.S. 17-10-250.
17-10-244.� 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 dissolution that is applied for by the cooperative;
(ii)� In an action by a member when it is established that:
(A)� The directors or the persons having the authority otherwise vested in the board are deadlocked in the management of the cooperative's affairs and the members are unable to break the deadlock;
(B)� The directors or those in control of the cooperative have acted fraudulently, illegally or in a manner unfairly prejudicial toward one (1) or more members in their capacities as members, directors or officers;
(C)� The members of the cooperative are so divided in voting power that, for a period that includes the time when two (2) consecutive regular members' meetings were held, they have failed to elect successors to directors whose terms have expired or would have expired upon the election and qualification of their successors;
(D)� The cooperative assets are being misapplied or wasted; or
(E)� The period of duration as provided in the articles has expired and has not been extended as provided in this article.
(iii)� In an action by a creditor when:
(A)� The claim of the creditor against the cooperative has been reduced to judgment and an execution on the judgment has been returned unsatisfied; or
(B)� The cooperative has admitted in writing that the claim of the creditor against the cooperative is due and owing and it is established that the cooperative is unable to pay its debts in the ordinary course of business.
(iv)� In an action by the attorney general to dissolve the cooperative in accordance with this article when it is established that a decree of dissolution is appropriate.
(b)� In determining whether to order equitable relief or dissolution, the court shall take into consideration the financial condition of the cooperative but may not refuse to order equitable relief or dissolution solely on the ground that the cooperative has accumulated operating net income or current operating net income.
(c)� In deciding whether to order dissolution of the cooperative, the court shall consider whether lesser relief suggested by one (1) or more parties, such as a form of equitable relief or a partial liquidation, would be adequate to permanently relieve the circumstances established under subparagraph (a)(ii)(B) or (C) of this section. Lesser relief may be ordered if it would be appropriate under the facts and circumstances of the case.
(d)� If the court finds that a party to a proceeding brought under this section has acted arbitrarily, vexatiously, or otherwise not in good faith, the court may in its discretion award reasonable expenses, including attorneys' fees and disbursements, to any of the other parties.
(e)� Proceedings under this section shall be brought in a court within the county where the registered address of the cooperative is located.
(f)� It is not necessary to make members parties to the action or proceeding unless relief is sought against them personally.
17-10-245.� 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 preserve the cooperative's assets wherever located; and
(iv)� Carry on the business of the cooperative.
(b)� After a hearing is completed, on notice the court directs to be given to parties to the proceedings and to other parties in interest designated by the court, the court may appoint a receiver to collect the cooperative's assets, including amounts owing to the cooperative by subscribers on account of an unpaid portion of the consideration for the issuance of shares. A receiver has authority, subject to the order of the court, to continue the business of the cooperative and to sell, lease, transfer, or otherwise dispose of the property and assets of the cooperative either at public or private sale.
(c)� The assets of the cooperative or the proceeds resulting from a sale, lease, transfer, or other disposition shall be applied in the following order of priority:
(i)� The costs and expenses of the proceedings, including attorneys' fees and disbursements;
(ii)� Debts, taxes and assessments due the United States, this state and other states in that order;
(iii)� Claims duly proved and allowed to employees under the provisions of the workers' compensation act except that claims under this clause may not be allowed if the cooperative has carried workers' compensation insurance, as provided by law, at the time the injury was sustained;
(iv)� Claims, including the value of all compensation paid in a medium other than money, proved and allowed to employees for services performed within three (3) months preceding the appointment of the receiver, if any; and
(v)� Other claims proved and allowed.
(d)� After payment of the expenses of receivership and claims of creditors are proved, the remaining assets, if any, may be distributed to the members or distributed pursuant to an approved liquidation plan.
17-10-246.� 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 receiver may sue and defend in all courts as receiver of the cooperative. The court appointing the receiver has exclusive jurisdiction of the cooperative and its property.
17-10-247.� 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 procured through fraud;
(ii)� The cooperative was organized for a purpose not permitted by this article or prohibited by state law;
(iii)� The cooperative has flagrantly violated a provision of this article, has violated a provision of this article more than once or has violated more than one (1) provision of this article; or
(iv)� The cooperative has acted, or failed to act, in a manner that constitutes surrender or abandonment of the cooperative's franchise, privileges, or enterprise.
(b)� An action may not be commenced under subsection (a) of this section until thirty (30) days after notice to the cooperative by the attorney general of the reason for the filing of the action. If the reason for filing the action is an act that the cooperative has done, or omitted to do, and the act or omission may be corrected by an amendment of the articles or bylaws or by performance of or abstention from the act, the attorney general shall give the cooperative thirty (30) additional days to make the correction before filing the action.
(c)� The provisions of W.S. 17-16-1420 through 17-16-1423 shall apply to the administrative dissolution of any domestic cooperative and the provisions of W.S. 17-16-1530 through 17-16-1532 shall apply to the administrative dissolution of any foreign cooperative.
17-10-248.� Filing claims in court-supervised dissolution proceedings.
(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 the court.
(b)� If the court requires the filing of claims, the court shall:
(i)� Set a date, by order, at least one hundred twenty (120) days after the date the order is filed, as the last day for the filing of claims; and
(ii)� Prescribe the notice of the fixed date that shall be given to creditors and claimants.
(c)� Before the fixed date, the court may extend the time for filing claims. Creditors and claimants failing to file claims on or before the fixed date may be barred, by order of court, from claiming an interest in or receiving payment out of the property or assets of the cooperative.
17-10-249.� Discontinuance of court-supervised dissolution proceedings.
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 dismiss the proceedings and direct the receiver, if any, to redeliver to the cooperative its remaining property and assets.
17-10-250.� 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 distributed to its members or, if its property and assets are not sufficient to satisfy and discharge the costs, expenses, debts, obligations and liabilities, when all the property and assets have been applied so far as they will go to their payment according to their priorities, the court shall enter an order dissolving the cooperative.
(b)� When the order dissolving the cooperative or association has been entered, the cooperative or association is dissolved.
17-10-251.� 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 dissolution order.
17-10-252.� 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 dissolution proceeding or has not initiated a legal, administrative, or arbitration proceeding before the commencement of the dissolution proceedings and all those claiming through or under the creditor or claimant, are forever barred from suing on that claim or otherwise realizing upon or enforcing it, except as provided in this section.
(b)� Within one (1) year after articles of dissolution have been filed with the secretary of state pursuant to this article or a dissolution order has been entered, a creditor or claimant who shows good cause for not having previously filed the claim may apply to a court in this state to allow a claim:
(i)� Against the cooperative to the extent of undistributed assets; or
(ii)� If the undistributed assets are not sufficient to satisfy the claim, the claim may be allowed against a member to the extent of the distributions to members in dissolution received by the member.
(c)� Debts, obligations, and liabilities incurred during dissolution proceedings shall be paid or provided for by the cooperative before the distribution of assets to a member. A person to whom this kind of debt, obligation, or liability is owed but is not paid may pursue any remedy against the officers, directors or members of the cooperative before the expiration of the applicable statute of limitations. This subsection does not apply to dissolution under the supervision or order of a court.
17-10-253.� 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.
CHAPTER 11 - INDUSTRIAL CORPORATIONS
17-11-101.� Short title.
This act shall be known and may be cited as the "Wyoming Industrial Corporation Act".
17-11-102.� 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" means any bank, trust company, savings and loan association, industrial bank, public or private pension or retirement fund, insurance company or related corporation, partnership, foundation, or other institution engaged in lending or investing funds;
(iii)� "Member" means any financial institution which undertakes to lend money to or to buy stock in the corporation created under this act;
(iv)� "Board of directors" means the board of directors of the corporation created under this act;
(v)� "Loan limit" means for any member, the maximum amount permitted to be outstanding at one (1) time on loans made by such member to the corporation, as determined under the provisions of this act;
(vi)� "Shareholder" means:
(A)� If the corporation is formed for profit, the holder of record of shares in the corporation; or
(B)� If the corporation is a nonprofit corporation, a member who has contributed money, property, services or other item of value and whose contribution is recorded on the books of the corporation.
17-11-103.� 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 the secretary of state articles of incorporation.
(b)� The corporation may be formed as a nonprofit corporation in which event it shall be subject to and governed by the provisions of W.S. 17-19-101 through 17-19-1807, not in conflict with or inconsistent with the provisions of this act, or the corporation may be formed for profit in which event it shall be subject to and governed by the provisions of the Wyoming Business Corporation Act not in conflict with or inconsistent with the provisions of this act.
(c)� The articles of incorporation shall contain:
(i)� The name of the corporation which shall include the words "Industrial Development Corporation of Wyoming";
(ii)� A statement as to whether the corporation is formed as a nonprofit corporation or for profit;
(iii)� The purposes for which the corporation is founded, which shall be to promote, stimulate, develop and advance the business prosperity and economic welfare of Wyoming and its citizens; to encourage and assist through loans, investments or other business transactions in the location of new business and industry in this state and to rehabilitate and assist existing business and industry; to stimulate and assist in the expansion of all kinds of business activity which will tend to promote the business development and maintain the economic stability of this state, provide maximum opportunities for employment, and improve the standard of living of the citizens of this state; similarly, to cooperate and act in conjunction with other organizations, public or private, in the promotion and advancement of industrial, commercial, agricultural, and recreational developments in this state; and to provide financing for the promotion, development, and conduct of all kinds of business activity in this state. The purposes for which the corporation is formed may also include the rendering of service to industry by providing feasibility, product, production and market analyses, patent advice, technological information, research and development assistance, financial availability counseling, management counseling, and any other information, assistance or facilities required for the creation of new industry, to further the expansion of existing industry, or to induce industry to locate in the state;
(iv)� The total number of directors, their terms, and the method of their election;
(v)� If the corporation is a nonprofit corporation, a provision that the assets on dissolution, and any distributions of earnings or assets prior to dissolution, shall be made only to a charitable or educational organization or institution;
(vi)� The information required by W.S. 17-19-202, if the corporation is formed on a nonprofit basis and the information required by W.S. 17-16-202, if the corporation is formed for profit.
(d)� The articles of incorporation shall be subscribed and acknowledged by not less than five (5) persons.
(e)� The articles of incorporation shall recite that the corporation is organized under the provisions of this act.
(f)� The secretary of state shall not approve the articles of incorporation for a corporation organized under this act until a total of at least ten (10) national banks, state banks, savings banks, industrial savings banks, federal savings and loan associations, domestic building and loan associations, or insurance companies authorized to do business within this state, or any combination thereof, have agreed in writing to become members of said corporation, which agreement shall be filed with the secretary of state with the articles of incorporation and the filing of same shall be a condition precedent to the approval of the articles of incorporation by the secretary of state. Whenever the articles of incorporation shall have been filed in the office of the secretary of state and approved by him, and all filing fees and taxes have been paid, the subscribers, their successors and assigns shall constitute a corporation, and said corporation shall then be authorized to commence business.
17-11-104.� 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 liabilities for any of the purposes of the corporation;
(ii)� To borrow money from its members, the small business administration or any other similar federal agency, or the state of Wyoming or any agency or department thereof or any other corporation or person, for any of the purposes of the corporation; to issue therefor its bonds, debentures, notes or other evidence of indebtedness, whether secured or unsecured, and to secure the same by mortgage, pledge, deed of trust or other lien on its property, franchises, rights, and privileges of every kind and nature, or any part thereof or interest therein, without securing stockholder or member approval;
(iii)� To make loans to any project, person, firm, corporation, association or trust, to invest in a small business investment company as regulated by the small business administration, and to establish and regulate the terms and conditions with respect to those loans or investments;