(a) A corporation's board of directors may restate its articles of incorporation at any time with or without approval by members or any other person.
(b) The restatement may include one (1) or more amendments to the articles. If the restatement includes an amendment requiring approval by the members or any other person, it shall be adopted as provided in W.S. 17-19-1003.
(c) If the restatement includes an amendment requiring approval by members, the board shall submit the restatement to the members for their approval.
(d) If the board seeks to have the restatement approved by the members at a membership meeting, the corporation shall notify each of its members of the proposed membership meeting in writing in accordance with W.S. 17-19-705. The notice shall also state that the purpose, or one (1) of the purposes, of the meeting is to consider the proposed restatement and contain or be accompanied by a copy or summary of the restatement that identifies any amendments or other change it would make in the articles.
(e) If the board seeks to have the restatement approved by the members by written ballot or written consent, the material soliciting the approval shall contain or be accompanied by a copy or summary of the restatement that identifies any amendments or other change it would make in the articles.
(f) A restatement requiring approval by the members shall be approved by the same vote as an amendment to articles under W.S. 17-19-1003.
(g) If the restatement includes an amendment requiring approval pursuant to W.S. 17-19-1030, the board shall submit the restatement for approval.
(h) A corporation restating its articles shall deliver to the secretary of state articles of restatement setting forth the name of the corporation and the text of the restated articles of incorporation together with a certificate setting forth:
(i) Whether the restatement contains an amendment to the articles requiring approval by the members or any other person other than the board of directors and, if it does not, that the board of directors adopted the restatement; or
(ii) If the restatement contains an amendment to the articles requiring approval by the members, the information required by W.S. 17-19-1005; and
(iii) If the restatement contains an amendment to the articles requiring approval by a person whose approval is required pursuant to W.S. 17-19-1030, a statement that the approval was obtained.
(j) Duly adopted restated articles of incorporation supersede the original articles of incorporation and all amendments to them.
(k) The secretary of state may certify restated articles of incorporation, as the articles of incorporation currently in effect, without including the certificate information required by subsection (h) of this section.
17-19-1007. Amendment pursuant to judicial reorganization.
(a) A corporation's articles may be amended without board approval or approval by the members or approval required pursuant to W.S. 17-19-1030 to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under federal statute if the articles after amendment contain only provisions required or permitted by W.S. 17-19-202.
(b) The individual or individuals designated by the court shall deliver to the secretary of state articles of amendment setting forth:
(i) The name of the corporation;
(ii) The text of each amendment approved by the court;
(iii) The date of the court's order or decree approving the articles of amendment;
(iv) The title of the reorganization proceeding in which the order or decree was entered; and
(v) A statement that the court had jurisdiction of the proceeding under federal statute.
(c) This section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan.
An amendment to articles of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party, any requirement or limitation imposed upon the corporation or any property held by it by virtue of any trust upon which the property is held by the corporation or the existing rights of persons other than members of the corporation. An amendment changing a corporation's name does not abate a proceeding brought by or against the corporation in its former name. B. Bylaws
If a corporation has no members, its incorporators, until directors have been chosen, and thereafter its board of directors, may adopt one (1) or more amendments to the corporation's bylaws subject to any approval required pursuant to W.S. 17-19-1030. The corporation shall provide notice of any meeting of directors at which an amendment is to be approved. The notice shall be in accordance with W.S. 17-19-822(c). The notice shall also state that the purpose, or one (1) of the purposes, of the meeting is to consider a proposed amendment to the bylaws and contain or be accompanied by a copy or summary of the amendment or state the general nature of the amendment. The amendment shall be approved by a majority of the directors in office at the time the amendment is adopted.
(a) For corporations with directors and members, unless this act, the articles, bylaws, the members, (acting pursuant to subsection (b) of this section), or the board of directors (acting pursuant to subsection (c) of this section) require a greater vote or voting by class, an amendment to a corporation's bylaws to be adopted shall be approved:
(i) By the board if the corporation is a public benefit or religious corporation and the amendment does not relate to the number of directors, the composition of the board, the term of office of directors, or the method or way in which directors are elected or selected;
(ii) By the members by two-thirds (2/3) of the votes cast or a majority of the voting power, whichever is less; and
(iii) In writing by any person or persons whose approval is required by a provision of the articles authorized by W.S. 17-19-1030.
(b) The members may condition the amendment's adoption on its receipt of a higher percentage of affirmative votes or on any other basis.
(c) If the board initiates an amendment to the bylaws or board approval is required by subsection (a) of this section to adopt an amendment to the bylaws, the board may condition the amendment's adoption on receipt of a higher percentage of affirmative votes or on any other basis.
(d) If the board or the members seek to have the amendment approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in writing in accordance with W.S. 17-19-705. The notice shall also state that the purpose, or one (1) of the purposes, of the meeting is to consider the proposed amendment and contain or be accompanied by a copy or summary of the amendment.
(e) If the board or the members seek to have the amendment approved by the members by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the amendment.
17-19-1022. Class voting by members on amendments.
(a) The members of a class in a public benefit corporation are entitled to vote as a class on a proposed amendment to the bylaws if the amendment would change the rights of that class as to voting in a manner different than the amendment affects another class or members of another class.
(b) The members of a class in a mutual benefit corporation are entitled to vote as a class on a proposed amendment to the bylaws if the amendment would:
(i) Affect the rights, privileges, preferences, restrictions or conditions of that class as to voting, dissolution, redemption or transfer of memberships in a manner different than the amendment would affect another class;
(ii) Change the rights, privileges, preferences, restrictions or conditions of that class as to voting, dissolution, redemption or transfer by changing the rights, privileges, preferences, restrictions or conditions of another class;
(iii) Increase or decrease the number of memberships authorized for that class;
(iv) Increase the number of memberships authorized for another class;
(v) Effect an exchange, reclassification or termination of all or part of the memberships of that class; or
(vi) Authorize a new class of memberships.
(c) The members of a class of a religious corporation are entitled to vote as a class on a proposed amendment to the bylaws only if a class vote is provided for in the articles or bylaws.
(d) If a class is to be divided into two (2) or more classes as a result of an amendment to the bylaws, the amendment shall be approved by the members of each class that would be created by the amendment.
(e) If a class vote is required to approve an amendment to the bylaws, the amendment shall be approved by the members of the class by two-thirds (2/3) of the votes cast by the class or a majority of the voting power of the class, whichever is less.
(f) A class of members is entitled to the voting rights granted by this section although the articles and bylaws provide that the class may not vote on the proposed amendment. C. Articles of Incorporation and Bylaws
The articles may require an amendment to the articles or bylaws to be approved in writing by a specified person or persons other than the board. Such an article provision may only be amended with the approval in writing of the specified person or persons.
17-19-1031. Amendment terminating members or redeeming or canceling memberships.
(a) Any amendment to the articles or bylaws of a public benefit or mutual benefit corporation that would terminate all members or any class of members or redeem or cancel all memberships or any class of memberships shall meet the requirements of the act and this section.
(b) Before adopting a resolution proposing such an amendment, the board of a mutual benefit corporation shall give notice of the general nature of the amendment to the members.
(c) After adopting a resolution proposing such an amendment, the notice to members proposing the amendment shall include one (1) statement of up to five hundred (500) words opposing the proposed amendment if such statement is submitted by any five (5) members or members having three percent (3%) or more of the voting power, whichever is less, not later than twenty (20) days after the board has voted to submit the amendment to the members for their approval. In public benefit corporations the production and mailing costs shall be paid by the requesting members. In mutual benefit corporations the production and mailing costs shall be paid by the corporation.
(d) Any such amendment shall be approved by the members by two-thirds (2/3) of the votes cast by each class.
(e) The provisions of W.S. 17-19-621 shall not apply to any amendment meeting the requirements of the act and this section. A. Merger
(a) Subject to the limitations set forth in W.S. 17-19-1102, one (1) or more nonprofit corporations may merge into a business or nonprofit corporation, if the plan of merger is approved as provided in W.S. 17-19-1103.
(b) The plan of merger shall set forth:
(i) The name of each corporation planning to merge and the name of the surviving corporation into which each plans to merge;
(ii) The terms and conditions of the planned merger;
(iii) The manner and basis, if any, of converting the memberships of each public benefit or religious corporation into memberships of the surviving corporation; and
(iv) If the merger involves a mutual benefit corporation, the manner and basis, if any, of converting memberships of each merging corporation into memberships, obligations or securities of the surviving or any other corporation or into cash or other property in whole or part.
(c) The plan of merger may set forth:
(i) Any amendments to the articles of incorporation or bylaws of the surviving corporation to be effected by the planned merger; and
(ii) Other provisions relating to the planned merger.
17-19-1102. Limitations on mergers by public benefit or religious corporations.
(a) Without the prior approval of a district court in a proceeding which the secretary of state has been given written notice, a public benefit or religious corporation may merge only with:
(i) A public benefit or religious corporation;
(ii) A foreign corporation that would qualify under this act as a public benefit or religious corporation;
(iii) A wholly-owned foreign or domestic business or mutual benefit corporation, provided the public benefit or religious corporation is the surviving corporation and continues to be a public benefit or religious corporation after the merger;
(iv) A governmental subdivision; or
(v) A business or mutual benefit corporation, provided that:
(A) On or prior to the effective date of the merger, assets with a value equal to the greater of the fair market value of the net tangible and intangible assets, including goodwill, of the public benefit corporation or the fair market value of the public benefit corporation if it were to be operated as a business concern are transferred or conveyed to one (1) or more persons who would have received its assets under W.S. 17-19-1406(a)(v) and (vi) had it dissolved;
(B) It shall return, transfer or convey any assets held by it upon condition requiring return, transfer or conveyance, which condition occurs by reason of the merger, in accordance with the condition; and
(C) The merger is approved by a majority of directors of the public benefit or religious corporation who are not and will not become members or shareholders in or officers, employees, agents or consultants of the surviving corporation.
(b) At least twenty (20) days before consummation of any merger of a public benefit corporation or a religious corporation pursuant to paragraph (a)(v) of this section, notice including a copy of the proposed plan of merger, shall be delivered to the secretary of state. The secretary of state shall notify the attorney general of the proposed plan.
(c) Without the prior written consent of the attorney general or of the district court in a proceeding in which the attorney general has been given notice, no member of a public benefit or religious corporation may receive or keep anything as a result of a merger other than a membership or membership in the surviving public benefit or religious corporation. The court shall approve the transaction if it is in the public interest.
17-19-1103. Action on plan by board, members and third persons.
(a) Unless this act, the articles, bylaws or the board of directors or members, acting pursuant to subsection (c) of this section, require a greater vote or voting by class, a plan of merger to be adopted shall be approved:
(i) By the board;
(ii) By the members, if any, by two-thirds (2/3) of the votes cast or a majority of the voting power, whichever is less; and
(iii) In writing by any person or persons whose approval is required by a provision of the articles authorized by W.S. 17-19-1030 for an amendment to the articles or bylaws.
(b) If the corporation does not have members, the merger shall be approved by a majority of the directors in office at the time the merger is approved. In addition the corporation shall provide notice of any directors' meeting at which such approval is to be obtained in accordance with W.S. 17-19-822(c). The notice shall also state that the purpose, or one (1) of the purposes, of the meeting is to consider the proposed merger.
(c) The board may condition its submission of the proposed merger, and the members may condition their approval of the merger, on receipt of a higher percentage of affirmative votes or on any other basis.
(d) If the board seeks to have the plan approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in accordance with W.S. 17-19-705. The notice shall also state that the purpose, or one (1) of the purposes, of the meeting is to consider the plan of merger and contain or be accompanied by a copy or summary of the plan. The copy or summary of the plan for members of the surviving corporation shall include any provision that, if contained in a proposed amendment to the articles of incorporation or bylaws, would entitle members to vote on the provision. The copy or summary of the plan for members of the disappearing corporation shall include a copy or summary of the articles and bylaws that will be in effect immediately after the merger takes effect.
(e) If the board seeks to have the plan approved by the members by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the plan. The copy or summary of the plan for members of the surviving corporation shall include any provision that, if contained in a proposed amendment to the articles of incorporation or bylaws, would entitle members to vote on the provision. The copy or summary of the plan for members of the disappearing corporation shall include a copy or summary of the articles and bylaws that will be in effect immediately after the merger takes effect.
(f) Voting by a class of members is required on a plan of merger if the plan contains a provision that, if contained in a proposed amendment to articles of incorporation or bylaws, would entitle the class of members to vote as a class on the proposed amendment under W.S. 17-19-1004 or 17-19-1022. The plan is approved by a class of members by two-thirds (2/3) of the votes cast by the class or a majority of the voting power of the class, whichever is less.
(g) After a merger is adopted, and at any time before articles of merger are filed, the planned merger may be abandoned, subject to any contractual rights, without further action by members or other persons who approved the plan in accordance with the procedure set forth in the plan of merger or, if none is set forth, in the manner determined by the board of directors.
(a) After a plan of merger is approved by the board of directors, and if required by W.S. 17-19-1103, by the members and any other persons, the surviving or acquiring corporation shall deliver to the secretary of state articles of merger setting forth:
(i) The plan of merger;
(ii) If approval of members was not required, a statement to that effect and a statement that the plan was approved by a sufficient vote of the board of directors;
(iii) If approval by members was required:
(A) The designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on the plan, and number of votes of each class indisputably voting on the plan; and
(B) Either the total number of votes cast for and against the plan by each class entitled to vote separately on the plan or the total number of undisputed votes cast for the plan by each class and a statement that the number cast for the plan by each class was sufficient for approval by that class.
(iv) If approval of the plan by some person or persons other than the members or the board is required pursuant to W.S. 17-19-1103(a)(iii), a statement that the approval was obtained.
(a) When a merger takes effect:
(i) Every other corporation party to the merger merges into the surviving corporation and the separate existence of every corporation except the surviving corporation ceases;
(ii) The title to all real estate and other property owned by each corporation party to the merger is vested in the surviving corporation without reversion or impairment subject to any and all conditions to which the property was subject prior to the merger;
(iii) The surviving corporation has all liabilities and obligations of each corporation party to the merger;
(iv) A proceeding pending against any corporation party to the merger may be continued as if the merger did not occur or the surviving corporation may be substituted in the proceeding for the corporation whose existence ceased; and
(v) The articles of incorporation and bylaws of the surviving corporation are amended to the extent provided in the plan of merger.
(a) Except as provided in W.S. 17-19-1102, one (1) or more foreign business or nonprofit corporations may merge with one (1) or more domestic nonprofit corporations if:
(i) The merger is permitted by the law of the state or country under whose law each foreign corporation is incorporated and each foreign corporation complies with that law in effecting the merger;
(ii) The foreign corporation complies with W.S. 17-19-1104 if it is the surviving corporation of the merger; and
(iii) Each domestic nonprofit corporation complies with the applicable provisions of W.S. 17-19-1101 through 17-19-1103 and, if it is the surviving corporation of the merger, with W.S. 17-19-1104.
(b) Upon the merger taking effect, the surviving foreign business or nonprofit corporation is deemed to have irrevocably appointed the secretary of state as its agent for service of process in any proceeding brought against it.
Any bequest, devise, gift, grant or promise contained in a will or other instrument of donation, subscription or conveyance, that is made to a constituent corporation and that takes effect or remains payable after the merger, inures to the surviving corporation unless the will or other instrument otherwise specifically provides.
17-19-1108. Merger with a governmental subdivision.
Except for W.S. 17-19-1102, this article does not apply if a public benefit, mutual benefit or religious corporation merges with a governmental subdivision. The corporation shall file with the secretary of state notice of the consummated merger. D. Consolidation
(a) Subject to the limitations set forth in W.S. 17-19-1111, one (1) or more nonprofit corporations may consolidate into a new business or nonprofit corporation, if the plan of consolidation is approved as provided in W.S. 17-19-1112.
(b) The plan of consolidation shall set forth:
(i) The name of each corporation planning to consolidate and the name of the new corporation into which each plans to consolidate which is hereinafter designated as the new corporation;
(ii) The terms and conditions of the planned consolidation;
(iii) The manner and basis, if any, of converting the memberships of each public benefit or religious corporation into memberships of the new corporation;
(iv) If the consolidation involves a mutual benefit corporation, the manner and basis, if any, of converting memberships of each consolidating corporation into memberships, obligations or securities of the new corporation or into cash or other property in whole or part; and
(v) With respect to the new corporation, all of the statements required to be set forth in articles of incorporation for corporations organized under this act.
(c) The plan of consolidation may set forth other provisions relating to the planned consolidation.
17-19-1111. Limitations on consolidations by public benefit or religious corporations.
(a) Without the prior approval of the district court in a proceeding which the secretary of state has been given written notice, a public benefit or religious corporation may consolidate only with:
(i) A public benefit or religious corporation;
(ii) A foreign corporation that would qualify under this act as a public benefit or religious corporation;
(iii) A wholly-owned foreign or domestic business or mutual benefit corporation, provided the new corporation is and will continue to be a public benefit or religious corporation;
(iv) A governmental subdivision; or
(v) A business or mutual benefit corporation, provided that:
(A) On or prior to the effective date of the consolidation, assets with a value equal to the greater of the fair market value of the net tangible and intangible assets, including goodwill, of the public benefit corporation or the fair market value of the public benefit corporation if it were to be operated as a business concern are transferred or conveyed to one (1) or more persons who would have received its assets under W.S. 17-19-1406(a)(v) and (vi) had it dissolved;
(B) It shall return, transfer or convey any assets held by it upon condition requiring return, transfer or conveyance, which condition occurs by reason of the consolidation, in accordance with the condition; and
(C) The consolidation is approved by a majority of directors of each public benefit or religious corporation who are not and will not become members or shareholders in or officers, employees, agents or consultants of the new corporation.
(b) At least twenty (20) days before consummation of any consolidation of a public benefit corporation or a religious corporation pursuant to paragraph (a)(v) of this section, notice including a copy of the proposed plan of consolidation, shall be delivered to the secretary of state. The secretary of state shall give notice of the proposed plan to the attorney general.
(c) Without the prior written consent of the attorney general or of the district court in a proceeding in which the attorney general has been given notice, no member of a public benefit or religious corporation may receive or keep anything as a result of a consolidation other than a membership or membership in the new public benefit or religious corporation. The court shall approve the transaction if it is in the public interest.
17-19-1112. Action on plan by board, members and third persons.
(a) Unless this act, the articles, bylaws or the board of directors or members, acting pursuant to subsection (c) of this section, require a greater vote or voting by class, a plan of consolidation to be adopted shall be approved:
(i) By the board;
(ii) By the members, if any, by two-thirds (2/3) of the votes cast or a majority of the voting power, whichever is less; and
(iii) In writing by any person or persons whose approval is required by a provision of the articles authorized by W.S. 17-19-1030 for an amendment to the articles or bylaws.
(b) If a corporation party to a consolidation does not have members, the consolidation shall be approved by a majority of the directors in office at the time the consolidation is approved. In addition the corporation shall provide notice of any directors' meeting at which such approval is to be obtained in accordance with W.S. 17-19-822(c). The notice shall also state that the purpose, or one (1) of the purposes, of the meeting is to consider the proposed consolidation.
(c) Each board may condition its submission of the proposed consolidation, and the members may condition their approval of the consolidation, on receipt of a higher percentage of affirmative votes or on any other basis.
(d) If each board seeks to have the plan approved by the members at a membership meeting, each corporation shall give notice to its members of the proposed membership meeting in accordance with W.S. 17-19-705. The notice shall also state that the purpose, or one (1) of the purposes, of the meeting is to consider the plan of consolidation and contain or be accompanied by a copy or summary of the plan. The copy or summary of the plan for members of the corporations involved shall include any provision that, if contained in a proposed amendment to the articles of incorporation or bylaws, would entitle members to vote on the provision. The copy or summary of the plan for members of the disappearing corporation or corporations shall include a copy or summary of the articles and bylaws that will be in effect immediately after the consolidation takes effect.
(e) If each board seeks to have the plan approved by the members by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the plan. The copy or summary of the plan for members of the new corporation shall include any provision that, if contained in a proposed amendment to the articles of incorporation or bylaws, would entitle members to vote on the provision. The copy or summary of the plan for members of the disappearing corporation or corporations shall include a copy or summary of the articles and bylaws that will be in effect immediately after the consolidation takes effect.
(f) Voting by a class of members is required on a plan of consolidation if the plan contains a provision that, if contained in a proposed amendment to articles of incorporation or bylaws, would entitle the class of members to vote as a class on the proposed amendment under W.S. 17-19-1004 or 17-19-1022. The plan is approved by a class of members by two-thirds (2/3) of the votes cast by the class or a majority of the voting power of the class, whichever is less.
(g) After a consolidation is adopted, and at any time before articles of consolidation are filed, the planned consolidation may be abandoned, subject to any contractual rights, without further action by members or other persons who approved the plan in accordance with the procedure set forth in the plan of consolidation or, if none is set forth, in the manner determined by the board of directors.
(a) After a plan of consolidation is approved by the board of directors, and if required by W.S. 17-19-1112, by the members and any other persons, the new corporation shall deliver to the secretary of state articles of consolidation setting forth:
(i) The plan of consolidation;
(ii) If approval of members was not required, a statement to that effect and a statement that the plan was approved by a sufficient vote of the board of directors;
(iii) If approval by members was required:
(A) The designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on the plan, and number of votes of each class indisputably voting on the plan; and
(B) Either the total number of votes cast for and against the plan by each class entitled to vote separately on the plan or the total number of undisputed votes cast for the plan by each class and a statement that the number cast for the plan by each class was sufficient for approval by that class.
(iv) If approval of the plan by some person or persons other than the members or the board is required pursuant to W.S. 17-19-1112(a)(iii), a statement that the approval was obtained.
(a) When a consolidation takes effect:
(i) Every other corporation party to the consolidation consolidates into the new corporation and the separate existence of every corporation except the new corporation ceases;
(ii) The title to all real estate and other property owned by each corporation party to the consolidation is vested in the new corporation without reversion or impairment subject to any and all conditions to which the property was subject prior to the consolidation;
(iii) The new corporation has all liabilities and obligations of each corporation party to the consolidation;
(iv) A proceeding pending against any corporation party to the consolidation may be continued as if the consolidation did not occur or the new corporation may be substituted in the proceeding for the corporation whose existence ceased; and
(v) The articles of incorporation and bylaws of the new corporation are amended to the extent provided in the plan of consolidation.
17-19-1115. Consolidation with foreign corporation.
(a) Except as provided in W.S. 17-19-1111, one (1) or more foreign business or nonprofit corporations may consolidate with one (1) or more domestic nonprofit corporations if:
(i) The consolidation is permitted by the law of the state or country under whose law each foreign corporation is incorporated and each foreign corporation complies with that law in effecting the consolidation;
(ii) The foreign corporation complies with W.S. 17-19-1113 if it is the new corporation of the consolidation; and
(iii) Each domestic nonprofit corporation complies with the applicable provisions of W.S. 17-19-1110 through 17-19-1112 and, if it is the new corporation of the consolidation, with W.S. 17-19-1113.
(b) Upon the consolidation taking effect, the new foreign business or nonprofit corporation is deemed to have irrevocably appointed the secretary of state as its agent for service of process in any proceeding brought against it.
Any bequest, devise, gift, grant or promise contained in a will or other instrument of donation, subscription or conveyance, that is made to a constituent corporation and that takes effect or remains payable after the consolidation, inures to the new corporation unless the will or other instrument otherwise specifically provides.
17-19-1117. Consolidation with a governmental subdivision.
Except for W.S. 17-19-1111, this article does not apply if a public benefit, mutual benefit or religious corporation consolidates with a governmental subdivision. The corporation shall file notice with the secretary of state of the consummated consolidation.
17-19-1201. Sale of assets in regular course of activities and mortgage of assets.
(a) A corporation may on the terms and conditions and for the consideration determined by the board of directors:
(i) Sell, lease, exchange or otherwise dispose of all, or substantially all, of its property in the usual and regular course of its activities; or
(ii) Mortgage, pledge, dedicate to the repayment of indebtedness, whether with or without recourse, or otherwise encumber any or all of its property whether or not in the usual and regular course of its activities.
(b) Unless the articles require it, approval of the members or any other person of a transaction described in subsection (a) of this section is not required.
17-19-1202. Sale of assets other than in regular course of activities.
(a) A corporation may sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property, with or without the goodwill, other than in the usual and regular course of its activities on the terms and conditions and for the consideration determined by the corporation's board if the proposed transaction is authorized by subsection (b) of this section.
(b) Unless this act, the articles, bylaws or the board of directors or members, acting pursuant to subsection (d) of this section, require a greater vote or voting by class, the proposed transaction to be authorized shall be approved:
(i) By the board;
(ii) By the members by two-thirds (2/3) of the votes cast or a majority of the voting power, whichever is less; and
(iii) In writing by any person or persons whose approval is required by a provision of the articles authorized by W.S. 17-19-1030 for an amendment to the articles or bylaws.
(c) If the corporation does not have members the transaction shall be approved by a vote of a majority of the directors in office at the time the transaction is approved. In addition the corporation shall provide notice of any directors' meeting at which the approval is to be obtained in accordance with W.S. 17-19-822(c). The notice shall also state that the purpose, or one (1) of the purposes, of the meeting is to consider the sale, lease, exchange or other disposition of all, or substantially all, of the property or assets of the corporation and contain or be accompanied by a copy or summary of a description of the transaction.
(d) The board may condition its submission of the proposed transaction, and the members may condition their approval of the transaction, on receipt of a higher percentage of affirmative votes or on any other basis.
(e) If the corporation seeks to have the transaction approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in accordance with W.S. 17-19-705. The notice shall also state that the purpose, or one (1) of the purposes, of the meeting is to consider the sale, lease, exchange or other disposition of all, or substantially all, of the property or assets of the corporation and contain or be accompanied by a copy or summary of a description of the transaction.
(f) If the board needs to have the transaction approved by the members by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of a description of the transaction.
(g) A public benefit or religious corporation shall give written notice to the secretary of state (who shall then give notice to the attorney general) twenty (20) days before it sells, leases, exchanges or otherwise disposes of all, or substantially all, of its property if the transaction is not in the usual and regular course of its activities unless the attorney general has given the corporation a written waiver of this subsection.
(h) After a sale, lease, exchange or other disposition of property is authorized, the transaction may be abandoned, subject to any contractual rights, without further action by the members or any other person who approved the transaction in accordance with the procedure set forth in the resolution proposing the transaction or, if none is set forth, in the manner determined by the board of directors.
17-19-1302. Purchase of memberships; authorized distributions.
(a) A mutual benefit corporation may purchase its memberships if after the purchase is completed:
(i) The corporation would be able to pay its debts as they become due in the usual course of its activities; and
(ii) The corporation's total assets would at least equal the sum of its total liabilities.
(b) Corporations may make distributions upon dissolution in conformity with article 14 of this act. A. Voluntary Dissolution
17-19-1401. Dissolution by incorporators or directors.
(a) A majority of the incorporators or directors of a corporation that has no members may, subject to any approval required by the articles or bylaws, dissolve the corporation by delivering to the secretary of state articles of dissolution.
(b) The corporation shall give notice of any meeting at which dissolution will be approved. The notice shall be in accordance with W.S. 17-19-822(c). The notice shall also state that the purpose, or one (1) of the purposes, of the meeting is to consider dissolution of the corporation.
(c) The incorporators or directors in approving dissolution shall adopt a plan of dissolution indicating to whom the assets owned or held by the corporation will be distributed after all creditors have been paid.
17-19-1402. Dissolution by directors, members and third persons.
(a) Unless this act, the articles, bylaws or the board of directors or members (acting pursuant to subsection (c) of this section) require a greater vote or voting by class, dissolution is authorized if it is approved:
(i) By the board;
(ii) By the members, if any, by two-thirds (2/3) of the votes cast or a majority of the voting power, whichever is less; and
(iii) In writing by any person or persons whose approval is required by a provision of the articles authorized by W.S. 17-19-1030 for an amendment to the articles or bylaws.
(b) If the corporation does not have members, dissolution shall be approved by a vote of a majority of the directors in office at the time the transaction is approved. In addition, the corporation shall provide notice of any directors' meeting at which such approval is to be obtained in accordance with W.S. 17-19-822(c). The notice shall also state that the purpose, or one (1) of the purposes, of the meeting is to consider dissolution of the corporation and contain or be accompanied by a copy or summary of the plan of dissolution.
(c) The board may condition its submission of the proposed dissolution, and the members may condition their approval of the dissolution on receipt of a higher percentage of affirmative votes or on any other basis.
(d) If the board seeks to have dissolution approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in accordance with W.S. 17-19-705. The notice shall also state that the purpose, or one (1) of the purposes, of the meeting is to consider dissolving the corporation and contain or be accompanied by a copy or summary of the plan of dissolution.
(e) If the board seeks to have dissolution approved by the members by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the plan of dissolution.
(f) The plan of dissolution shall indicate to whom the assets owned or held by the corporation will be distributed after all creditors have been paid.
(a) A public benefit or religious corporation shall give the secretary of state written notice that it intends to dissolve at or before the time it delivers articles of dissolution to him. The notice shall include a copy or summary of the plan of dissolution. The secretary of state shall then give notice of the plan to the attorney general.
(b) No assets shall be transferred or conveyed by a public benefit or religious corporation as part of the dissolution process until twenty (20) days after it has given the written notice required by subsection (a) of this section to the secretary of state or until the attorney general has consented in writing to the dissolution, or indicated in writing that he will take no action in respect to, the transfer or conveyance, whichever is earlier.
(c) When all or substantially all of the assets of a public benefit corporation have been transferred or conveyed following approval of dissolution, the board shall deliver to the secretary of state (who shall then provide notice to the attorney general) a list showing those, other than creditors, to whom the assets were transferred or conveyed. The list shall indicate the addresses of each person, other than creditors, who received assets and indicate what assets each received.
(a) At any time after dissolution is authorized, the corporation may dissolve by delivering to the secretary of state articles of dissolution setting forth:
(i) The name of the corporation;
(ii) The date dissolution was authorized;
(iii) A statement that dissolution was approved by a sufficient vote of the board;
(iv) If approval of members was not required, a statement to that effect and a statement that dissolution was approved by a sufficient vote of the board of directors or incorporators;
(v) If approval by members was required:
(A) The designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on dissolution, and number of votes of each class indisputably voting on dissolution; and
(B) Either the total number of votes cast for and against dissolution by each class entitled to vote separately on dissolution or the total number of undisputed votes cast for dissolution by each class and a statement that the number cast for dissolution by each class was sufficient for approval by that class.
(vi) If approval of dissolution by some person or persons other than the members, the board or the incorporators is required pursuant to W.S. 17-19-1402(a)(iii), a statement that the approval was obtained; and
(vii) If the corporation is a public benefit or religious corporation, that the notice to the secretary of state required by W.S. 17-19-1403(a) has been given.
(b) A corporation is dissolved upon the effective date of its articles of dissolution.
(a) A corporation may revoke its dissolution within one hundred twenty (120) days of its effective date.
(b) Revocation of dissolution shall be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by action of the board of directors alone, in which event the board of directors may revoke the dissolution without action by the members or any other person.
(c) After the revocation of dissolution is authorized, the corporation may revoke the dissolution by delivering to the secretary of state for filing articles of revocation of dissolution, together with a copy of its articles of dissolution, that set forth:
(i) The name of the corporation;
(ii) The effective date of the dissolution that was revoked;
(iii) The date that the revocation of dissolution was authorized;
(iv) If the corporation's board of directors, or incorporators, revoked the dissolution, a statement to that effect;
(v) If the corporation's board of directors revoked a dissolution authorized by the members alone or in conjunction with another person or persons, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization; and
(vi) If member or third person action was required to revoke the dissolution, the information required by W.S. 17-19-1404(a)(v) and (vi).
(d) Revocation of dissolution is effective upon the effective date of the articles of revocation of dissolution.
(e) When the revocation of dissolution is effective, it relates back to and takes effect as of the effective date of the dissolution and the corporation resumes carrying on its activities as if dissolution had never occurred.
(a) A dissolved corporation continues its corporate existence but shall not carry on any activities except those appropriate to wind up and liquidate its affairs, including:
(i) Preserving and protecting its assets and minimizing its liabilities;
(ii) Discharging or making provision for discharging its liabilities and obligations;
(iii) Disposing of its properties that will not be distributed in kind;
(iv) Returning, transferring or conveying assets held by the corporation upon a condition requiring return, transfer or conveyance, which condition occurs by reason of the dissolution, in accordance with such condition;
(v) Transferring, subject to any contractual or legal requirements, its assets as provided in or authorized by its articles of incorporation or bylaws;
(vi) If the corporation is a public benefit or religious corporation, and no provision has been made in its articles or bylaws for distribution of assets on dissolution, transferring, subject to any contractual or legal requirement, its assets:
(A) To one (1) or more persons described in section 501(c)(iii) of the Internal Revenue Code; or
(B) If the dissolved corporation is not described in section 501(c)(iii) of the Internal Revenue Code, to one (1) or more public benefit or religious corporations.
(vii) If the corporation is a mutual benefit corporation and no provision has been made in its articles or bylaws for distribution of assets on dissolution, transferring its assets to its members or, if it has no members, to those persons whom the corporation holds itself out as benefitting or serving; and
(viii) Doing every other act necessary to wind up and liquidate its assets and affairs.
(b) Dissolution of a corporation does not:
(i) Transfer title to the corporation's property;
(ii) Subject its directors or officers to standards of conduct different from those prescribed in article 8 of this act;
(iii) Change quorum or voting requirements for its board or members; change provisions for selection, resignation or removal of its directors or officers or both; or change provisions for amending its bylaws;
(iv) Prevent commencement of a proceeding by or against the corporation in its corporate name;
(v) Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or
(vi) Terminate the authority of the registered agent.
17-19-1407. Known claims against dissolved corporation.
(a) A dissolved corporation may dispose of the known claims against it by following the procedure described in this section.
(b) The dissolved corporation shall notify its known claimants in writing by mail or private carrier or by personal delivery of the dissolution at any time after its effective date. The written notice shall:
(i) Describe information that shall be included in a claim;
(ii) Provide a mailing address where a claim may be sent;
(iii) State the deadline, which may not be fewer than one hundred twenty (120) days from the effective date of the written notice, by which the dissolved corporation shall receive the claim; and
(iv) State that the claim will be barred if not received by the deadline.
(c) A claim against the dissolved corporation is barred:
(i) If a claimant who was given written notice under subsection (b) of this section does not deliver the claim to the dissolved corporation by the deadline; or
(ii) If a claimant whose claim was rejected by the dissolved corporation does not commence a proceeding to enforce the claim within ninety (90) days from the effective date of the rejection notice.
(d) For purposes of this section "claim" does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution.
17-19-1408. Unknown claims against dissolved corporation.
(a) A dissolved corporation may also publish notice of its dissolution and request that persons with claims against the corporation present them in accordance with the notice.
(b) The notice shall:
(i) Be published one (1) time in a newspaper of general circulation in the county where the dissolved corporation's principal office, or, if none in this state, its registered office, is or was last located;
(ii) Describe the information that shall be included in a claim and provide a mailing address where the claim may be sent; and
(iii) State that a claim against the corporation will be barred unless a proceeding to enforce the claim is commenced within five (5) years or the number of years set forth in the applicable statute of limitation, whichever is less, after publication of the notice.
(c) If the dissolved corporation publishes a newspaper notice in accordance with subsection (b) of this section, the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved corporation within five (5) years or the number of years set forth in the applicable statute of limitations, whichever is less, after the publication date of the newspaper notice:
(i) A claimant who did not receive written notice under W.S. 17-19-1407;
(ii) A claimant whose claim was timely sent to the dissolved corporation but not acted on; and
(iii) A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.
(d) A claim may be enforced under this section:
(i) Against the dissolved corporation, to the extent of its undistributed assets; or
(ii) If the assets have been distributed in liquidation, against any person, other than a creditor of the corporation, to whom the corporation distributed its property to the extent of the distributee's pro rata share of the claim or the corporate assets distributed to such person in liquidation, whichever is less, but the distributee's total liability for all claims under this section may not exceed the total amount of assets distributed to the distributee. B. Administrative Dissolution
17-19-1420. Grounds for administrative dissolution.
(a) The secretary of state may commence a proceeding under W.S. 17-19-1421 to administratively dissolve a corporation if any of the following has occurred:
(i) The corporation is without a registered agent or registered office in this state for thirty (30) days or more;
(ii) The corporation does not notify the secretary of state within thirty (30) days that its registered agent or registered office has been changed, that its registered agent has resigned or that its registered office has been discontinued;
(iii) The corporation's period of duration, if any, stated in its articles of incorporation expires;
(iv) The corporation does not deliver its annual reports or pay the annual license taxes to the secretary of state when due pursuant to W.S. 17-19-1630;
(v) It is in the public interest and the corporation:
(A) Has provided fraudulent information or has failed to correct false information upon request of the secretary of state on any filing under this act with the secretary of state;
(B) Cannot be served by either the secretary of state or the registered agent at its address provided pursuant to W.S. 17-28-107;
(C) Is owned or controlled by a foreign government or foreign nongovernment person determined to be a foreign adversary by the United States secretary of commerce and specified in 15 C.F.R. 791.4(a) or a successor regulation, except if the ownership or control has been approved by the committee on foreign investment in the United States; or
(D) Has provided false or fraudulent information to the registered agent, as determined by the secretary of state during or following an examination of records pursuant to W.S. 17-28-108 or following notification by the registered agent.
(vi) An incorporator, director, officer or agent of the corporation signed a document he knew was false in any material respect with intent that the document be delivered to the secretary of state for filing;
(vii) The corporation has failed to respond to a valid and enforceable subpoena;
(viii) The corporation has failed to pay any penalties imposed under W.S. 17-28-109.
(b) Prior to commencing a proceeding under W.S. 17-19-1421 the secretary of state may classify a corporation as delinquent awaiting administrative dissolution if the corporation meets any of the criteria in subsection (a) of this section.
17-19-1421. Procedure for and effect of administrative dissolution.
(a) Upon determining that one (1) or more grounds exist under W.S. 17-19-1420 for dissolving a corporation, the secretary of state shall serve the corporation with written notice of that determination under W.S. 17-28-104. In the case of a public benefit corporation the secretary of state shall also notify the attorney general in writing.
(b) If the corporation does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the secretary of state that each ground determined by the secretary of state does not exist within at least sixty (60) days after service of the notice is perfected under W.S. 17-28-104, the secretary of state may administratively dissolve the corporation by signing a certificate of dissolution that recites the ground or grounds for dissolution and its effective date. The secretary of state shall file the original of the certificate and serve a copy on the corporation under W.S. 17-28-104, and in the case of a public benefit corporation shall notify the attorney general in writing.
(c) A corporation administratively dissolved continues its corporate existence but may not carry on any activities except those necessary to wind up and liquidate its affairs under W.S. 17-19-1406 and notify its claimants under W.S. 17-19-1407 and 17-19-1408.
(d) The administrative dissolution of a corporation does not terminate the authority of its registered agent.
(e) Repealed by Laws 2008, Ch. 91, § 3.
17-19-1422. Reinstatement following administrative dissolution.
(a) A corporation administratively dissolved under W.S. 17-19-1421 may apply to the secretary of state for reinstatement within two (2) years after the effective date of dissolution. Reinstatement may be denied by the secretary of state if the corporation has been the subject of secretary of state and law enforcement investigation pertaining to fraud or any other violation of state or federal law, or if there is other reason to believe the corporation was engaged in illegal operations. The application shall:
(i) Recite the name of the corporation and the effective date of its administrative dissolution;
(ii) State that the ground or grounds for dissolution either did not exist or have been eliminated;
(iii) Repealed By Laws 1999, ch. 196, § 2.
(iv) If the corporation was administratively dissolved for failing to deliver its annual report or pay the annual license taxes to the secretary of state when due pursuant to W.S. 17-19-1630, include payment of fees and taxes then delinquent and the reinstatement certificate fee prescribed by W.S. 17-19-122; and
(v) If the corporation was administratively dissolved for failure to maintain a registered agent, include payment of a one hundred fifty dollar ($150.00) reinstatement fee and payment of any fees and taxes then delinquent.
(b) If the secretary of state determines that the application contains the information required by subsection (a) of this section and that the information is correct, the secretary of state shall cancel the certificate of dissolution and prepare a certificate of reinstatement reciting that determination and the effective date of reinstatement, file the original of the certificate, and serve a copy on the corporation under W.S. 17-28-104.
(c) When reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution and the corporation shall resume carrying on its activities as if the administrative dissolution had never occurred.
(d) The corporation shall retain its registered corporate name during the two (2) year reinstatement period.
(a) The secretary of state, upon denying a corporation's application for reinstatement following administrative dissolution, shall serve the corporation under W.S. 17-28-104 with a written notice that explains the reason or reasons for denial.
(b) The corporation may appeal the denial of reinstatement to the district court within thirty (30) days after service of the notice of denial is perfected. The corporation appeals by petitioning the court to set aside the dissolution and attaching to the petition copies of the secretary of state's certificate of dissolution, the corporation's application for reinstatement, and the secretary of state's notice of denial.
(c) The court may summarily order the secretary of state to reinstate the dissolved corporation or may take other action the court considers appropriate.
(d) The court's final decision may be appealed as in other civil proceedings. C. Judicial Dissolution