Wyoming · 17 · statute
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Any other bondholder protection provisions may be provided in the notice of bondholder protection, and shall be valid unless inconsistent with the provisions of W.S. 17-18-201 through 17-18-206 or other law.
Propose a change(a) As used in this article: (i) "Acquiring person" means a person who makes or proposes to make a control share acquisition. If two (2) or more persons act as a partnership, limited partnership, syndicate or other group pursuant to any agreement, arrangement, relationship, understanding or otherwise, whether or not in writing, for the purposes of acquiring, owning or voting shares of an issuing public corporation, all members of the partnership, syndicate or other group constitute a person; (ii) "Control shares" means shares that, except for this article, would have voting power with respect to shares of an issuing public corporation that, when added to all other shares of the issuing public corporation owned by a person or with respect to which that person may exercise or direct the exercise of voting power, would entitle that person, immediately after acquisition of the shares directly or indirectly, alone or as a part of a group, to exercise or direct the exercise of the voting power of the issuing public corporation in the election of directors within any of the following ranges of voting power: (A) One-fifth (1/5) or more but less than one-third (1/3) of all voting power; (B) One-third (1/3) or more but less than a majority of all voting power; or (C) A majority or more of all voting power. (iii) "Control share acquisition" means the acquisition directly or indirectly by any person of ownership of, or the power to direct the exercise of voting power with respect to, issued and outstanding control shares. Shares acquired within ninety (90) days or shares acquired pursuant to a plan to make a control share acquisition are considered to have been acquired in the same acquisition. Control share acquisition does not include the acquisition of shares: (A) In the ordinary course of business for the benefit of others if: (I) They are acquired in good faith and not for the purpose of circumventing this article; and (II) The person who acquires the shares is not able to exercise or direct the exercise of votes without further instruction from others. (B) Of an issuing public corporation consummated: (I) Before July 1, 1990; (II) Pursuant to a contract existing before July 1, 1990; (III) Pursuant to a transfer by gift, will or the laws of descent and distribution; (IV) Pursuant to the satisfaction of a pledge or other security interest created in good faith and not for the purpose of circumventing this article; (V) Pursuant to a merger, share exchange or consolidation effected in compliance with W.S. 17-16-1101 through 17-16-1114 or an agreement or plan for a merger, share exchange or consolidation, if the issuing public corporation is a party to the agreement or plan of merger, share exchange or consolidation; (VI) Pursuant to a transfer of shares by the issuing public corporation to its shareholders in the form of a dividend on a class or series of the issuing public corporation's outstanding shares; (VII) Pursuant to an order or decree of a court of competent jurisdiction; (VIII) Pursuant to a transfer to a plan or trust for the benefit of employees of the issuing public corporation; (IX) Pursuant to a direct issue by or transfer from the issuing public corporation of its own shares, other than shares issued or transferred upon the conversion of a convertible security or on the exercise of an option, warrant or other right to purchase shares unless the convertible security, option, warrant or other right was acquired directly from the corporation by the acquiring person; or (X) In good faith and not for the purpose of circumventing this article, by a person whose voting rights over control shares have been authorized under W.S. 17-18-306, if the person's voting power after the acquisition would be within the same range of voting power previously authorized under W.S. 17-18-306 for the person. (iv) "Interested shares" means the shares of an issuing public corporation of which any of the following persons may exercise or direct the exercise of the voting power of the corporation in the election of directors: (A) An acquiring person; (B) Any officer of the issuing public corporation or of the acquiring person; or (C) Any employee of the issuing public corporation or of the acquiring person who is also a director of the corporation or of the acquiring person, except shares over which a plan or trust for the benefit of employees of the corporation or of the acquiring person has voting power are not interested shares except to the extent the voting of the shares is directed by the employee. (v) "Issuing public corporation" means a qualified corporation as defined by W.S. 17-18-102(b)(xii); (vi) "Range of voting power" means a range of voting power provided by paragraph (ii) of this subsection; (vii) "Voting power" means the sole or shared power to vote or direct the voting of shares, directly or indirectly, other than under an immediately revocable proxy that authorizes the person named proxy to vote at a meeting of shareholders that was called before the proxy is delivered or at an adjournment of the meeting.
Propose a change(a) Control shares of an issuing public corporation acquired in a control share acquisition do not have voting rights unless conferred by a vote of shareholders pursuant to W.S. 17-18-306. (b) Control shares for which voting rights have not been conferred under W.S. 17-18-306 are not considered outstanding shares for the purposes of determining whether a quorum is present or whether an action requiring the affirmative vote of the holders of a specified percentage of the corporation's outstanding shares has received the requisite affirmative vote.
Propose a change(a) Any person who proposes to make a control share acquisition may, and any person who has made a control share acquisition shall, deliver an acquiring person statement to the issuing public corporation at the issuing public corporation's principal office. The acquiring person statement shall contain the following: (i) The identity of the acquiring person, including the identity of each member of any partnership, limited partnership, syndicate or other group which constitutes a part of the acquiring person for purposes of W.S. 17-18-301(a)(i); (ii) A statement that the acquiring person statement is delivered pursuant to this article; (iii) A statement of the number of shares of the issuing public corporation owned directly or indirectly by the acquiring person or with respect to which the acquiring person may exercise or direct the exercise of voting power; (iv) The range of voting power for which the acquiring person seeks voting rights; and (v) Any undertaking to pay expenses made pursuant to W.S. 17-18-304(a) or any requests made pursuant to W.S. 17-18-304(d). (b) If the control share acquisition has not taken place the acquiring person statement shall, in addition to the requirements stated in subsection (a) of this section, contain: (i) A description in reasonable detail of the terms and conditions of the proposed control share acquisition, including without limitation the amount and class or classes of shares to be acquired, the price or prices to be offered for the shares and the form of the consideration to be offered; and (ii) Representations by the acquiring person, together with a statement in reasonable detail of the facts upon which they are based and other supporting evidence reasonably sufficient to establish the representations, that: (A) The proposed control share acquisition will not be contrary to law; (B) The acquiring person has the financial capacity to make, and will make, the proposed control share acquisition forthwith after the shareholder vote if voting rights are accorded. (iii) An affidavit of the acquiring person that: (A) States that the acquiring person statement contains all of the information required by this section; (B) States that the information contained in the acquiring person statement is true, correct and complete; and (C) Is signed by the acquiring person if the acquiring person is an individual or by the chief executive officer or similar representative of the acquiring person if the acquiring person is not an individual.
Propose a change(a) If the acquiring person requests a special meeting at the time of delivery of an acquiring person statement pursuant to W.S. 17-18-303 and agrees to pay the corporation's expenses of a special meeting, the directors of the issuing public corporation shall call a special meeting of shareholders of the issuing public corporation within ten (10) days after the date of the corporation's receipt of the request for the purpose of considering whether the shares acquired or to be acquired in the control share acquisition will be accorded voting rights. (b) Unless the acquiring person agrees in writing to another date, a special meeting of shareholders shall be held within fifty (50) days after receipt by the issuing public corporation of the request. (c) If no request is made for a special meeting, the issue of whether the shares acquired in the control share acquisition will be accorded voting rights shall be presented at the next special or annual meeting of shareholders. (d) If requested in writing by the acquiring person when the acquiring person statement is delivered pursuant to W.S. 17-18-303, the special meeting shall not be held sooner than thirty (30) days after receipt by the issuing public corporation of the acquiring person statement.
Propose a change(a) The issuing public corporation shall give notice of a special meeting of shareholders requested pursuant to W.S. 17-18-304 as promptly as practicable to each shareholder of record as of the record date set for the meeting, whether or not the shareholder is entitled to vote at the meeting. (b) Notice of the special or annual shareholder meeting at which the voting rights are to be considered shall include or be accompanied by: (i) A copy of the acquiring person statement delivered to the issuing public corporation pursuant to this article; and (ii) A statement by the board of directors of the issuing public corporation which: (A) Is authorized by its directors; and (B) Contains the position or recommendation of the board of directors or states that the board of directors takes no position or makes no recommendation concerning the proposed control share acquisition; and (C) Contains a statement of any dissenters' rights accorded to shareholders of the issuing public corporation under W.S. 17-18-308.
Propose a change(a) Control shares acquired in a control share acquisition have the same voting rights accorded the shares before the control share acquisition only to the extent granted by resolution approved by the shareholders of the issuing public corporation. (b) The resolution required by subsection (a) of this section shall be approved both by a majority of: (i) All outstanding voting shares, including interested shares; and (ii) All outstanding shares, excluding interested shares. (c) In addition to the vote required by subsection (b) of this section, in the event the holders of the outstanding shares of a class are entitled to vote as a separate voting group and the proposed control share acquisition would, if fully carried out, result in any of the changes described in W.S. 17-16-1004(a), the resolution required by subsection (a) of this section shall be approved both by: (i) Each voting group entitled to vote separately on a proposal by a majority of all votes entitled to be cast by that voting group, including all interested shares; and (ii) Each voting group entitled to vote separately on a proposal by a majority vote of all the votes entitled to be cast by that voting group excluding all interested shares.
Propose a change(a) Control shares acquired in a control share acquisition may be redeemed by the corporation at fair value pursuant to the procedures adopted by the corporation at any time during the period ending sixty (60) days after the last acquisition of control shares by the acquiring person if the control shares are not accorded voting rights by the shareholders pursuant to W.S. 17-18-306. (b) For purposes of this section, the procedures to be adopted by the corporation for determining the fair value to be paid for a share upon redemption are not required to take into account and may expressly disregard any increase or proposal for any increase in the price of the shares following the announcement or commencement of the control share acquisition or any proposal. The provisions of W.S. 17-18-308(b) do not apply to this section. (c) The provisions of this section shall not apply to a control share acquisition to which the provisions of this article otherwise apply if, at the time the issuing public corporation receives an acquiring person statement with respect to the control share acquisition, the articles of incorporation or bylaws of the issuing public corporation contain a provision expressly electing not to be governed by this section.
Propose a change(a) A shareholder of the issuing public corporation, other than the acquiring person, who does not vote in favor of the control share acquisition may dissent from any proposal to accord voting rights to the control shares over which voting power was or is to be acquired in the control share acquisition. Each shareholder dissenting from the proposal is entitled to receive the fair value of the shareholder's shares under W.S. 17-16-1301 through 17-16-1331 if the control shares acquired or to be acquired in the control share acquisition are accorded voting rights under W.S. 17-18-306 and the acquiring person has or is authorized to have a majority of all voting power. (b) For purposes of this section, the fair value to be paid for a share of a dissenting shareholder may not be less than the highest price paid for a share by the acquiring person in the control share acquisition. (c) The provisions of this section shall not apply to a control share acquisition to which the provisions of this article otherwise apply if, at the time the issuing public corporation receives an acquiring person statement with respect to the control share acquisition, the articles of incorporation or bylaws of the issuing public corporation contain a provision expressly electing not to be governed by this section.
Propose a change(a) The provisions of this article shall not apply to a control share acquisition if, at the time the issuing public corporation receives an acquiring person statement with respect to the control share acquisition, the articles of incorporation or bylaws of the issuing public corporation contain a provision expressly electing not to be governed by this article. (b) A corporation which is not an issuing public corporation may provide in its articles of incorporation or bylaws that this article does not apply to control share acquisitions of shares of the corporation in the event it becomes an issuing public corporation.
Propose a changeThis act does not effect, directly or indirectly, the validity of another action by the board of directors of a corporation, nor does it preclude the board of directors from taking other action in accordance with law. The board of directors incurs no liability for elections made or not made under this act.
Propose a changeIf a provision of this act conflicts with another provision of the Wyoming Business Corporation Act, the provision of this act controls.
Propose a changeA condition, stipulation or other provision in an agreement or transaction between any shareholders of a corporation that purports to waive compliance with or the rights afforded stockholders under this act is void. A. Short Title and Reservation of Power
Propose a changeThis act shall be known and may be cited as the "Wyoming Nonprofit Corporation Act."
Propose a changeThe legislature shall have the power to amend or repeal all or part of this act at any time and all domestic and foreign corporations subject to this act shall be governed by the amendment or repeal. B. Filing Documents
Propose a change(a) A document shall satisfy the requirements of this section, and of any other section that adds to or varies these requirements, to be entitled to filing by the secretary of state. (b) This act shall require or permit filing the document in the office of the secretary of state. (c) The document shall contain the information required by this act. It may contain other information as well. (d) The document shall be typewritten or printed. (e) The document shall be in the English language. However, a corporate name need not be in English if written in English letters or Arabic or Roman numerals, and the certificate of existence required of foreign corporations need not be in English if accompanied by an English translation acceptable to the secretary of state. (f) The document shall be executed: (i) By the chairman of the board of directors of a domestic or foreign corporation, by its president or by another of its officers; (ii) If directors have not been selected or the corporation has not been formed, by an incorporator; or (iii) If the corporation is in the hands of a receiver, trustee or other court-appointed fiduciary, by that fiduciary. (g) The person executing a document shall sign it manually and shall state beneath or opposite the signature his name and the capacity in which he signs. The document may, but need not, contain: (i) The corporate seal; (ii) An attestation by the secretary or an assistant secretary; or (iii) An acknowledgment, verification or proof. (h) If the secretary of state has prescribed a mandatory form for a document under W.S. 17-19-121, the document shall be in or on the prescribed form. (j) The document shall be delivered to the office of the secretary of state for filing and shall be accompanied by: (i) One (1) exact or conformed copy (except as provided in W.S. 17-28-103); (ii) The correct filing fee; and (iii) Any past due or currently due franchise tax, license fee, other fee or penalty required by this act or other law.
Propose a change(a) If the secretary of state so requires, use of forms provided by the secretary of state pursuant to this subsection is mandatory. The secretary of state may prescribe and furnish on request forms for: (i) An application for a certificate of existence; (ii) A foreign corporation's application for a certificate of authority to transact business in this state; (iii) A foreign corporation's application for a certificate of withdrawal; (iv) The annual report; (v) A foreign corporation's application for a certificate of continuance; and (vi) A foreign corporation's application for certificate of domestication. (b) The secretary of state may prescribe and furnish on request forms for other documents required or permitted to be filed by this act but their use is not mandatory.
Propose a change(a) The secretary of state shall collect the following fees when the documents described in this subsection are delivered for filing: Document Fee (i) Articles of Incorporation......$50.00 (ii) Repealed By Laws 2014, Ch. 65, § 2. (iii) Repealed By Laws 2014, Ch. 65, § 2. (iv) Amendment of articles of incorporation.................................$25.00 (v) Application for certificate of authority ..............................................$50.00 (vi) Application for certificate of existence or authorization.................................$20.00 (vii) Application for conversion..........$75.00 (b) The secretary of state shall collect a fee of five dollars ($5.00) upon being served with process under this act. (c) The secretary of state shall set and collect comparable filing, service and copying fees for those documents not listed in subsection (a) of this section.
Propose a change(a) Except as provided in subsection (b) of this section, a document is effective: (i) At the time of filing on the date it is filed, as evidenced by the secretary of state's endorsement on the original document; or (ii) At the time specified in the document as its effective time on the date it is filed. (b) A document may specify a delayed effective time and date, and if it does so the document becomes effective at the time and date specified. If a delayed effective date but no time is specified, the document is effective at the close of business on that date. A delayed effective date for a document may not be later than the 90th day after the date filed.
Propose a change(a) A domestic or foreign corporation may correct a document filed by the secretary of state if the document: (i) Contains an incorrect statement; or (ii) Was defectively executed, attested, sealed, verified or acknowledged. (b) A document is corrected: (i) By preparing articles of correction that: (A) Describe the document, including its filing date, or attach a copy of the document to the articles of correction; (B) Specify the incorrect statement and the reason it is incorrect or the manner in which the execution was defective; and (C) Correct the incorrect statement or defective execution. (ii) By delivering the articles of correction to the secretary of state for filing. (c) Articles of correction are effective on the effective date of the document they correct except as to persons relying on the uncorrected document and adversely affected by the correction. As to those persons, articles of correction are effective when filed.
Propose a change(a) If a document delivered to the office of the secretary of state for filing satisfies the requirements of W.S. 17-19-120, the secretary of state shall file it. (b) The secretary of state files a document by stamping or otherwise endorsing "Filed," together with his name and official title and the date and the time of filing, on both the original and copy of the document and on the receipt for the filing fee. After filing a document, except as provided in W.S. 17-28-103, the secretary of state shall deliver the document copy, with the filing fee receipt (or acknowledgment of receipt if no fee is required) attached, to the domestic or foreign corporation or its representative. The secretary of state, in his discretion, may issue a certificate evidencing the filing of a document upon the payment of the requisite fee. (c) If the secretary of state refuses to file a document he shall return it to the domestic or foreign corporation or its representative within fifteen (15) days after the document was delivered, together with a brief, written explanation of the reason or reasons for his refusal. (d) The secretary of state's duty to file documents under this section is ministerial. Filing or refusal to file a document does not: (i) Affect the validity or invalidity of the document in whole or in part; (ii) Relate to the correctness or incorrectness of information contained in the document; or (iii) Create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect.
Propose a change(a) If the secretary of state refuses to file a document delivered to his office for filing, the domestic or foreign corporation may, within thirty (30) days after the return of the document, appeal the refusal to the district court of the county where the corporation's principal office is located in the state or, if the corporation does not have a principal office in the state, the district court of the county where its registered office is or will be located, or the district court of the county of residence of an incorporator for a domestic corporation, or in the district court of Laramie county. The appeal is commenced by petitioning the court to compel filing the document and by attaching to the petition the document and the secretary of state's explanation of his refusal to file. (b) The court may summarily order the secretary of state to file the document or take other action the court considers appropriate. (c) The court's final decision may be appealed as in other civil proceedings.
Propose a changeA certificate attached to a copy of a document filed by the secretary of state, bearing his signature (which may be in facsimile) and the seal of this state, is conclusive evidence that the original document is on file with the secretary of state.
Propose a change(a) Any person may apply to the secretary of state to furnish a certificate of existence for a domestic or foreign corporation. (b) The certificate of existence sets forth: (i) The domestic corporation's corporate name or the foreign corporation's corporate name used in this state; (ii) That: (A) The domestic corporation is duly incorporated under the law of this state, the date of its incorporation, and the period of its duration if less than perpetual; or (B) The foreign corporation is authorized to transact business in this state. (iii) That all fees, taxes and penalties owed to this state have been paid, if: (A) Payment is reflected in the records of the secretary of state; and (B) Nonpayment affects the good standing of the domestic or foreign corporation. (iv) That its most recent annual report required by W.S. 17-19-1630 has been delivered to the secretary of state; (v) That articles of dissolution have not been filed; and (vi) Other facts of record in the office of the secretary of state that may be requested by the applicant. (c) Subject to any qualification stated in the certificate, a certificate of existence issued by the secretary of state may be relied upon as conclusive evidence that the domestic or foreign corporation is in existence or is authorized to transact business in this state. (d) The term "certificate of existence" is synonymous with the term "certificate of good standing."
Propose a changeC. Secretary of State
Propose a changeThe secretary of state has the power reasonably necessary to perform the duties required of him by this act. The secretary of state shall promulgate reasonable forms, rules and regulations necessary to carry out the purposes of this act. D. Definitions
Propose a change(a) As used in this act: (i) "Approved by (or approval by) the members" means approved or ratified by the affirmative vote of a majority of the votes represented and voting at a duly held meeting at which a quorum is present (which affirmative votes also constitute a majority of the required quorum) or by a written ballot or written consent in conformity with this act or by the affirmative vote, written ballot or written consent of such greater proportion, including the votes of all the members of any class, unit or grouping as may be provided in the articles, bylaws or this act for any specified member action; (ii) "Articles of incorporation" or "articles" include amended and restated articles of incorporation and articles of merger; (iii) "Board" or "board of directors" means the board of directors except that no person or group of persons are the board of directors because of powers delegated to that person or group pursuant to W.S. 17-19-801, and includes any person or group under whose authority corporate powers are exercised and under whose direction the affairs of the corporation are managed, regardless of the name of the person or group whether it be trustees, regents, overseers or some other name; (iv) "Bylaws" means the code or codes of rules (other than the articles) adopted pursuant to this act for the regulation or management of the affairs of the corporation irrespective of the name or names by which such rules are designated; (v) "Certificate of existence" means a certificate issued pursuant to W.S. 17-19-128; (vi) "Class" refers to a group of memberships which have the same rights with respect to voting, dissolution, redemption and transfer. For the purpose of this section, rights shall be considered the same if they are determined by a formula applied uniformly; (vii) "Corporation" means public benefit, mutual benefit and religious corporation; (viii) "Delegates" means those persons elected or appointed to vote in a representative assembly for the election of a director or directors or on other matters; (ix) "Deliver" includes mail; (x) "Directors" means individuals, designated in the articles or bylaws or elected by the incorporators, and their successors and individuals elected or appointed by any other name or title to act as members of the board; (xi) "Distribution" means the payment of a dividend or any part of the income or profit of a corporation to its members, directors or officers; (xii) "Domestic corporation" means a corporation; (xiii) "Effective date of notice" is defined in W.S. 17-19-141; (xiv) "Employee" does not include an officer or director who is not otherwise employed by the corporation; (xv) "Entity" includes corporation and foreign corporation, business corporation and foreign business corporation, profit and nonprofit unincorporated association, corporation sole, business trust, estate, partnership, trust, and two (2) or more persons having a joint or common economic interest, and state, United States and foreign government; (xvi) "File," "filed," or "filing" means filed in the office of the secretary of state; (xvii) "Foreign corporation" means the corporation organized under a law other than the law of this state which would be a nonprofit corporation if formed under the laws of this state; (xviii) "Governmental subdivision" includes authority, county, district, municipality and any other political subdivision; (xix) "Includes" denotes a partial definition; (xx) "Individual" includes the estate of an incompetent individual; (xxi) "Means" denotes a complete definition; (xxii) "Member" means (without regard to what a person is called in the articles or bylaws) any person or persons who on more than one (1) occasion, pursuant to a provision of a corporation's articles or bylaws, have the right to vote for the election of a director or directors, subject to the following: (A) A person is not a member by virtue of any of the following: (I) Any rights the person has as a delegate; (II) Any rights the person has to designate a director or directors; or (III) Any rights the person has as a director. (B) All members or all members of a class of members shall have the same number of votes unless the articles of incorporation specify otherwise. (xxiii) "Membership" refers to the rights and obligations a member or members have pursuant to a corporation's articles, bylaws and this act; (xxiv) "Mutual benefit corporation" means a domestic corporation which is formed as a mutual benefit corporation pursuant to article 2 of this act or is required to be a mutual benefit corporation pursuant to W.S. 17-19-1804; (xxv) "Notice" is defined in W.S. 17-19-141; (xxvi) "Person" includes any individual or entity; (xxvii) "Principal office" means the office (within or outside this state) so designated in the annual report; (xxviii) "Proceeding" includes civil suit and criminal, administrative, and investigatory action; (xxix) "Public benefit corporation" means a domestic corporation which is formed as a public benefit corporation pursuant to article 2 of this act or is required to be a public benefit corporation pursuant to W.S. 17-19-1804; (xxx) "Record date" means the date established under article 6 or 7 of this act on which a corporation determines the identity of its members for the purposes of this act; (xxxi) "Religious corporation" means a domestic corporation which is formed as a religious corporation pursuant to article 2 of this act or is required to be a religious corporation pursuant to W.S. 17-19-1804; (xxxii) "Secretary" means the corporate officer to whom the board of directors has delegated responsibility under W.S. 17-19-840(b) for custody of the minutes of the directors' and members' meetings and for authenticating the records of the corporation; (xxxiii) "State," when referring to a part of the United States, includes a state and commonwealth (and their agencies and governmental subdivisions) and a territory, and insular possession (and their agencies and governmental subdivisions) of the United States; (xxxiv) "United States" includes district, authority, bureau, commission, department and any other agency of the United States; (xxxv) "Vote" includes authorization by written ballot and written consent; (xxxvi) "Voting power" means the total number of votes entitled to be cast for the election of directors at the time the determination of voting power is made, excluding a vote which is contingent upon the happening of a condition or event that has not occurred at the time. Where a class is entitled to vote as a class for directors, the determination of voting power of the class shall be based on the percentage of the number of directors the class is entitled to elect out of the total number of authorized directors; (xxxvii) "Registered agent" means as provided in W.S. 17-28-101 through 17-28-111; (xxxviii) "This act" means W.S. 17-19-101 through 17-19-1807.
Propose a change(a) Notice under this act shall be in writing unless oral notice is reasonable under the circumstances. (b) Notice may be communicated in person; by telephone, telegraph, teletype or other form of wire or wireless communication; or by mail or private carrier. If these forms of personal notice are impracticable, notice may be communicated by a newspaper of general circulation in the area where published; or by radio, television or other form of public broadcast communication. (c) Oral notice is effective when communicated if communicated in a comprehensible manner. (d) Written notice, if in a comprehensible form, is effective at the earliest of the following: (i) When received; (ii) Five (5) days after its deposit in the United States mail, as evidenced by the postmark, if mailed correctly addressed and with first class postage affixed; (iii) On the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee; (iv) Thirty (30) days after its deposit in the United States mail, as evidenced by the postmark, if mailed correctly addressed and with other than first class, registered or certified postage affixed. (e) Written notice is correctly addressed to a member of a domestic or foreign corporation if addressed to the member's address shown in the corporation's current list of members. (f) A written notice or report delivered as part of a newsletter, magazine or other publication regularly sent to members shall constitute a written notice or report if addressed or delivered to the member's address shown in the corporation's current list of members, or in the case of members who are residents of the same household and who have the same address in the corporation's current list of members, if addressed or delivered to one (1) of such members, at the address appearing on the current list of members. (g) Written notice is correctly addressed to a domestic or foreign corporation (authorized to transact business in this state), other than in its capacity as a member, if addressed to its registered agent or to its secretary at its principal office shown in its most recent annual report or, in the case of a foreign corporation that has not yet delivered an annual report, in its application for a certificate of authority. (h) If W.S. 17-19-705(b) or any other provision of this act prescribes notice requirements for particular circumstances, those requirements govern. If articles or bylaws prescribe notice requirements, not inconsistent with this section or other provisions of this act, those requirements govern. E. Private Foundations
Propose a change(a) Except where otherwise determined by a court of competent jurisdiction, a corporation that is a private foundation as defined in section 509(a) of the Internal Revenue Code of 1986: (i) Shall distribute such amounts for each taxable year at such time and in such manner as not to subject the corporation to tax under section 4942 of the code; (ii) Shall not engage in any act of self-dealing as defined in section 4941(d) of the code; (iii) Shall not retain any excess business holdings as defined in section 4943(c) of the code; (iv) Shall not make any taxable expenditures as defined in section 4944 of the code; (v) Shall not make any taxable expenditures as defined in section 4945(d) of the code. (b) All references in this section to sections of the code shall be to such sections of the Internal Revenue Code of 1986 as amended from time to time, or to corresponding provisions of subsequent internal revenue laws of the United States. F. Judicial Relief
Propose a change(a) If for any reason it is impractical or impossible for any corporation to call or conduct a meeting of its members, delegates or directors, or otherwise obtain their consent, in the manner prescribed by its articles, bylaws or this act, then upon petition of a director, officer, delegate, member or the attorney general, the district court of the county where the corporation's principal office is located in the state or, if the corporation does not have a principal office in this state, of the county where its registered office is located, may order that such a meeting be called or that a written ballot or other form of obtaining the vote of members, delegates or directors be authorized, in such a manner as the court finds fair and equitable under the circumstances. (b) The court shall, in an order issued pursuant to this section, provide for a method of notice reasonably designed to give actual notice to all persons who would be entitled to notice of a meeting held pursuant to the articles, bylaws and this act, whether or not the method results in actual notice to all such persons or conforms to the notice requirements that would otherwise apply. In a proceeding under this section the court may determine who the members or directors are. (c) The order issued pursuant to this section may dispense with any requirement relating to the holding of or voting at meetings or obtaining votes, including any requirement as to quorums or as to the number or percentage of votes needed for approval, that would otherwise be imposed by the articles, bylaws or this act. (d) Whenever practical any order issued pursuant to this section shall limit the subject matter of meetings or other forms of consent authorized to items, including amendments to the articles or bylaws, the resolution of which will or may enable the corporation to continue managing its affairs without further resort to this section; provided, however, that an order under this section may also authorize the obtaining of whatever votes and approvals are necessary for the dissolution, merger, consolidation or sale of assets. (e) Any meeting or other method of obtaining the vote of members, delegates or directors conducted pursuant to an order issued under this section, and that complies with all the provisions of such order, is for all purposes a valid meeting or vote, as the case may be, and shall have the same force and effect as if it complied with every requirement imposed by the articles, bylaws and this act. G. Attorney General
Propose a change(a) The secretary of state shall be given notice of the commencement of any proceeding that this act authorizes the attorney general to bring but that has been commenced by another person. (b) Whenever any provision of this act requires that notice be given to the secretary of state before or after commencing a proceeding or permits the attorney general to commence a proceeding: (i) If no proceeding has been commenced, the attorney general may take appropriate action including, but not limited to, seeking injunctive relief; (ii) If a proceeding has been commenced by a person other than the attorney general, the attorney general, as of right, may intervene in such proceeding. H. Religious Corporations
Propose a changeIf religious doctrine governing the affairs of a religious corporation is inconsistent with the provisions of this act on the same subject, the religious doctrine shall control to the extent required by the constitution of the United States or the constitution of this state or both.
Propose a changeOne (1) or more persons may act as the incorporator or incorporators of a corporation by delivering articles of incorporation to the secretary of state for filing.
Propose a change(a) The articles of incorporation shall set forth: (i) A corporate name for the corporation that satisfies the requirements of W.S. 17-19-401; (ii) One (1) of the following statements: (A) This corporation is a public benefit corporation; (B) This corporation is a mutual benefit corporation; (C) This corporation is a religious corporation. (iii) The street address of the corporation's initial registered office and the name of its initial registered agent at that office; (iv) The name and address of each incorporator; (v) Whether or not the corporation will have members; and (vi) Provisions not inconsistent with law regarding the distribution of assets on dissolution. These provisions may be consistent with the requirements of the Internal Revenue Code, as amended, for tax exempt status. (b) The articles of incorporation may set forth: (i) Any provision required by the Internal Revenue Code, as amended, for tax exempt or other tax status; (ii) The purpose or purposes for which the corporation is organized, which may be, either alone or in combination with other purposes, the transaction of any lawful activity; (iii) The names and addresses of the individuals who are to serve as the initial directors; (iv) Provisions not inconsistent with law regarding: (A) Managing and regulating the affairs of the corporation; (B) Defining, limiting and regulating the powers of the corporation, its board of directors and members (or any class of members); and (C) The characteristics, qualifications, rights, limitations and obligations attaching to each or any class of members. (v) Any provision that under this act is required or permitted to be set forth in the bylaws; (vi) Any provision giving members different numbers of votes on all questions or particular classes of questions, unequal assessments, or in the case of mutual benefit corporations, unequal rights to assets upon dissolution. These provisions may include the basis upon which these inequalities are to be determined. For mutual benefit corporations, the provisions may include rights of dissent if these rights or inequalities are changed. (c) Each incorporator and director named in the articles shall sign the articles. (d) The articles of incorporation need not set forth any of the corporate powers enumerated in this act. (e) The articles of incorporation shall be accompanied by a written consent to appointment manually signed by the registered agent.
Propose a change(a) Unless a delayed effective date is specified, the corporate existence begins when the articles of incorporation are filed. (b) The secretary of state's filing of the articles of incorporation is conclusive proof that the incorporators satisfied all conditions precedent to incorporation except in a proceeding by the state to cancel or revoke the incorporation or involuntarily dissolve the corporation.
Propose a changeAll persons purporting to act as or on behalf of a corporation formed under this act, knowing there was no incorporation under this act, are jointly and severally liable for all liabilities created while so acting.
Propose a change(a) After incorporation: (i) If initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers, adopting bylaws and carrying on any other business brought before the meeting; (ii) If initial directors are not named in the articles, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators: (A) To elect directors and complete the organization of the corporation; or (B) To elect a board of directors who shall complete the organization of the corporation. (b) Action required or permitted by this act to be taken by incorporators at an organizational meeting may be taken without a meeting if the action taken is evidenced by one (1) or more written consents describing the action taken and signed either manually or in facsimile by each incorporator. (c) An organizational meeting may be held in or out of this state.
Propose a change(a) The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation. (b) The bylaws may contain any provision for regulating and managing the affairs of the corporation that is not inconsistent with law or the articles of incorporation. (c) If bylaws are not adopted: (i) An annual meeting shall be held within three (3) months after the close of the corporation's fiscal year; (ii) The required officers shall be the president, the secretary and the treasurer; and (iii) Bylaws may be adopted at any director or member meeting.
Propose a change(a) Unless the articles of incorporation provide otherwise, the board of directors of a corporation may adopt bylaws to be effective only in an emergency defined in subsection (d) of this section. The emergency bylaws, which are subject to amendment or repeal by the members, may make all provisions necessary for managing the corporation during the emergency, including: (i) Procedures for calling a meeting of the board of directors; (ii) Quorum requirements for the meeting; and (iii) Designation of additional or substitute directors. (b) All provisions of the regular bylaws consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends. (c) Corporate action taken in good faith in accordance with the emergency bylaws: (i) Binds the corporation; and (ii) Shall not be used to impose liability on a corporate director, officer, employee or agent unless the action violates standards otherwise set forth in this act. (d) An emergency exists for purposes of this section if a quorum of the corporation's directors cannot readily be assembled because of some extraordinary event.
Propose a change(a) Every corporation incorporated under this act has the purpose of engaging in any lawful activity unless a more limited purpose is set forth in the articles of incorporation. (b) A corporation engaging in an activity that is subject to regulation under another statute of this state may incorporate under this act only if permitted by, and subject to all limitations of, the other statute.
Propose a change