Wyoming · 17 · statute
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(a) The board of directors of a statutory foundation shall keep and maintain adequate records regarding the administration of the foundation. (b) The board of directors of a statutory foundation may invest property of two (2) or more statutory foundations as a whole as long as the board maintains clear records indicating the respective interests of each foundation.
Propose a change(a) Every statutory foundation formed under the laws of this state and every foreign foundation that obtains a certificate of registration shall file an annual report, under penalty of perjury, with the secretary of state on or before the first day of the month of formation. The annual report shall contain the address of the principal office of the statutory foundation or the foreign foundation. (b) If an annual report does not contain the information required by this section, the secretary of state shall promptly notify the reporting statutory foundation or foreign foundation in writing and return the annual report for correction. (c) Every statutory foundation formed under the laws of this state and every foreign foundation registered in this state shall preserve annual reports at its principal office for three (3) years after submission to the secretary of state.
Propose a change(a) The secretary of state shall collect the following fees from statutory foundations and foreign statutory foundations: (i) Filing the original articles of formation or issuing a certificate of authority for a foreign statutory foundation, a fee of two hundred fifty dollars ($250.00); (ii) Filing amended articles of formation, a fee of one hundred dollars ($100.00); (iii) Filing the annual report required under W.S. 17-30-703, due and payable on or before the date of the annual filing, a fee of one hundred dollars ($100.00); (iv) A fee for other services provided by the secretary of state which is not established by this section, including other filings, service of process and copying, provided the fee shall not exceed the actual cost of the service.
Propose a changeThe property of a statutory foundation contributed by a founder or a contributor, and all income, appreciation and proceeds thereof, shall not be subject to the claims of a founder's or a contributor's creditor, including any claims for forced heirship or legitime right.
Propose a change(a) A statutory foundation may be terminated, and its activities wound up, upon the occurrence of any of the following: (i) An event or circumstance provided in the operating agreement or articles of formation of the foundation that results in or authorizes termination; (ii) Upon consent of all adult beneficiaries, the founder and the protector, if any, agree to terminate the statutory foundation, provided that this consent is only valid to the extent that termination is not inconsistent with a material purpose of the statutory foundation; (iii) Upon a finding of a court that the purpose of the statutory foundation can no longer be achieved.
Propose a change(a) The articles of formation of the statutory foundation shall be cancelled upon the completion of termination and winding up of the foundation. A certificate of cancellation shall be filed with the secretary of state and shall set forth: (i) The name of the statutory foundation; (ii) The date of filing of its articles of formation; and (iii) Any other information the board of directors determines is necessary or advisable for inclusion. (b) The certificate of cancellation shall be effective as of the filing date.
Propose a change(a) A terminated statutory foundation may publish notice of termination and, in the notice, request persons with claims against the foundation to present them in accordance with the notice. (b) The notice authorized by subsection (a) of this section shall: (i) Be published at least once in a newspaper of general circulation in the county of this state in which the principal office of the terminated statutory foundation was located or, if the foundation does not have a principal office in this state, in the county in which the designated office of the foundation is or was last located; (ii) Describe the information required to be contained in a claim and provide a mailing address to which a claim may be sent; and (iii) State that a claim against the foundation is barred one hundred twenty (120) days after the date of first publication of the notice. (c) A creditor may file a claim against the assets of a terminated statutory foundation within the earlier of: (i) One hundred twenty (120) days after the termination of the statutory foundation; (ii) If the terminated statutory foundation publishes a notice under subsection (a) of this section, one hundred twenty (120) days after the first publication of a notice complying with subsection (b) of this section; or (iii) One hundred twenty (120) days after a known creditor has been mailed notice, by certified mail return receipt requested. As part of notice under this paragraph, notice shall inform a known creditor: (A) Of the information required to be included in a claim; (B) Of the name of the terminated statutory foundation and the mailing address to which a claim may be sent; and (C) Of the deadline for the known creditor to make a claim, one hundred twenty (120) days after a notice is mailed by certified mail return receipt requested. (d) A creditor failing to file a claim within the times set forth in this section is prohibited from making a claim against the assets of a terminated statutory foundation.
Propose a change(a) If the registered agent of the statutory foundation has filed its resignation with the secretary of state and the foundation has not replaced its registered agent, or the statutory foundation is without a registered agent or registered office in this state for any reason, the foundation shall be deemed to be operating in this state without authority and to have forfeited any rights or privileges acquired under the laws of this state. (b) A forfeiture under subsection (a) of this section shall be made effective as follows: (i) The secretary of state shall mail by first class mail or submit by electronic means a notice of the failure of the statutory foundation to comply with subsection (a) of this section; and (ii) Unless compliance is made within sixty (60) days of mailing or electronic submission, the statutory foundation shall be deemed defunct and to have forfeited its articles of formation filed in this state. (c) A statutory foundation, at any time within two (2) years after a forfeiture under subsection (a) or (b) of this section, may be revived and reinstated by filing the necessary statement under this act and paying a reinstatement fee established by the secretary of state by rule, together with a penalty of two hundred fifty dollars ($250.00). A reinstatement fee under this subsection shall not exceed the costs of providing the reinstatement service. The foundation shall retain its registered name during the two (2) year reinstatement period under this section. (d) If a statutory foundation has failed to pay any fee required by the secretary of state under W.S. 17-30-704 or any penalties imposed under W.S. 17-28-109, the statutory foundation shall be deemed to be operating within this state without authority and to have forfeited any rights or privileges acquired under the laws of this state. (e) A forfeiture under subsection (d) of this section shall be made effective as follows: (i) The secretary of state shall provide notice to the statutory foundation at its last known mailing address by first class mail or submit by electronic means a notice of the failure of the statutory foundation to comply; and (ii) Unless compliance is made within sixty (60) days of the date of mailing or electronic submission of the notice, the statutory foundation shall be deemed defunct and to have forfeited its articles of formation filed in this state. (f) A statutory foundation, at any time within two (2) years after a forfeiture under subsection (d) of this section, may be revived and reinstated by paying the delinquent fees. (g) Upon reinstatement of a statutory foundation under this section, the reinstatement shall relate back to and take effect as of the date the forfeiture was made effective under this section and the statutory foundation may resume carrying on operations as if the forfeiture was never effective. (h) A statutory foundation shall be deemed to be operating within this state without authority, to have forfeited any rights or privileges acquired under the laws of this state and shall be deemed to have forfeited its articles of formation filed in this state if: (i) An organizer, founder or any other person authorized to act on behalf of the foundation 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; (ii) The statutory foundation has failed to respond to a valid subpoena; or (iii) The public interest is served by forfeiture and the statutory foundation, its founder or any other person authorized to act on behalf of the statutory foundation: (A) Failed to provide records to the registered agent as required by this act; (B) Provided fraudulent information or failed to correct false information upon request of the secretary of state on any filing under this act; (C) Cannot be served by either the registered agent or by the secretary of state acting as the agent for process; (D) 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 (E) 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. (j) The secretary of state may classify a statutory foundation as delinquent and as awaiting forfeiture of its articles of formation at the time the secretary of state mails or electronically submits any notice required under this section to the foundation.
Propose a changeAppeals from decisions of the secretary of state made under this act shall occur as provided in W.S. 17-16-1423.
Propose a changeUpon the occurrence of an event terminating a statutory foundation, including forfeiture under this section, the board of directors shall proceed expeditiously to distribute the property of the foundation as provided in the articles of formation or the operating agreement of the foundation.
Propose a change(a) The court may intervene in the administration of a statutory foundation only to the extent its jurisdiction is invoked as provided in this act or as otherwise provided by law. (b) A statutory foundation is not subject to continuing judicial supervision unless ordered by a court. (c) A civil proceeding to approve or disapprove a proposed decision or transaction of a statutory foundation may be commenced by the board of directors of the foundation.
Propose a change(a) Upon application to the court by a founder, protector or statutory foundation, the court may issue a declaratory judgment regarding the following: (i) The meaning and effect of a provision in the articles of formation or operating agreement of the foundation; (ii) The administration of the property or purpose of the foundation; (iii) The function of the board of directors of the foundation; (iv) Such other matters as determined by the court to be relevant to the statutory foundation and its purpose. (b) If there is no express power to amend the purpose of a statutory foundation in the articles of formation, then a founder or the protector may apply to a court for an order to amend the purpose stated in the articles of formation in accordance with the probable intent of the founder and subject to the following: (i) The purpose stated in the articles of formation has been fulfilled; (ii) The purpose stated in the articles of formation cannot be carried out in accordance with the intent of the founder; (iii) The purpose stated in the articles of formation provides a use for only part of the property of the foundation; (iv) The purpose stated in the articles of formation cannot be completed or no longer exists.
Propose a changeExcept for information that is otherwise publicly available, the privacy of persons who have organized a statutory foundation shall be protected in any judicial proceeding. A filed document or court order issued concerning a statutory foundation shall be sealed and shall not be made a part of the public record of the proceeding except as otherwise required by law. A filed document or court order issued shall be available to the court, a founder, the board of directors, a protector, the attorney of any of the persons specified in this section and any other interested person as the court may order upon a showing of need.
Propose a change(a) Consistent with subsection (d) of this section, a foreign foundation organized under the laws of a foreign jurisdiction may apply to the secretary of state for registration under this act, upon acknowledgement by the foreign jurisdiction that the domicile of the foreign foundation in that jurisdiction has terminated. (b) The secretary of state may issue a certificate of registration upon receipt of an application supported by articles of continuance specified by subsection (e) of this section together with the other statements, information and documents required by this section. (c) Upon issuance of a certificate of registration by the secretary of state, the foreign foundation shall continue to operate under the laws of this state as if the foreign foundation had been organized as a statutory foundation in this state. The secretary of state may impose limitations or conditions on a certificate of registration as appropriate. (d) The secretary of state shall cause notice of issuance of a certificate of registration to be given to the proper officer of the foreign jurisdiction in which the foreign foundation was previously organized. (e) Articles of continuance filed with the secretary of state by a foreign foundation under this section shall contain: (i) A certified copy of the original articles of formation of the foundation, including any amendments thereto, or its equivalent basic charter or other authorization; (ii) The name of the foreign foundation and the foreign jurisdiction in which the foundation was lawfully organized; (iii) The date of organization of the foreign foundation in the foreign jurisdiction; (iv) The principal mailing address of the foreign foundation; (v) The name and address of the proposed registered agent in this state; (vi) Any additional information specified for articles of formation under W.S. 17-30-303. (f) An application for articles of continuance shall be executed by any member of the board of directors of the foreign foundation or any officer authorized to execute the application on behalf of the foundation. (g) The provisions of the articles of continuance may vary from the provisions of the articles of formation of the foreign foundation, the equivalent basic charter or other authorization in the foreign jurisdiction only if those variations could be lawfully effectuated by amending articles of formation as otherwise provided under this act. (h) Upon issuance of a certificate of registration by the secretary of state, the articles of continuance shall be deemed to be the articles of formation of the foreign foundation. The foreign foundation may elect to incorporate by reference in its articles of continuance the basic charter or other authorization adopted in the foreign jurisdiction in which the foreign foundation was formed, for the purpose of continuing to act under the charter or other authorization, provided that the basic charter or other authorization shall be deemed amended to the extent necessary to make the charter or authorization conform to this act and other provisions of law. (j) The existence of a foreign foundation that is issued a certificate of continuation under this act shall be deemed to have commenced on the date the foreign foundation commenced its existence in the foreign jurisdiction in which it was first formed, organized or otherwise came into being. The laws of this state shall apply to a foreign foundation continuing under this act to the same extent as if it had been organized under the laws of this state from and after the issuance of a certificate of continuation under this act by the secretary of state. If a foreign foundation is continued under this act, the continuance shall not affect the ownership of its property or its liability for any existing obligations, causes of action, claims, pending or threatened prosecutions or civil or administrative actions, or other convictions, rulings, orders or judgments.
Propose a change(a) A statutory foundation formed or continued under this act may, if authorized under subsection (f) of this section and by the laws of the foreign jurisdiction, apply to the proper officer of the foreign jurisdiction for a certificate of registration and to the secretary of state of this state for a certificate of transfer. The application for a certificate of transfer shall set forth the following: (i) The name of the statutory foundation immediately before the transfer, and if that name is unavailable for use in the foreign jurisdiction or, if the foundation desires to change its name in connection with the transfer, the name by which the foundation will be known in the foreign jurisdiction; (ii) The name of the foreign jurisdiction to which the foundation is to be transferred; (iii) Acknowledgement that the foundation shall surrender its articles of formation under this act upon transfer to the foreign jurisdiction; and (iv) A statement that the transfer was duly approved by the board of directors in the manner required by subsection (f) of this section. (b) The secretary of state shall require that a statutory foundation transferred under this section maintain an agent for service of process within this state for at least one (1) year after the transfer is complete and may impose any conditions the secretary of state considers appropriate for the protection of creditors, including the provision of notice to the public of the application described in subsection (a) of this section, the provision of a bond or a deposit of funds in an appropriate bank located in Wyoming and subject to the jurisdiction of the courts of Wyoming. If any conditions imposed under this subsection are not met, the secretary of state may refuse to issue a certificate of transfer. (c) The secretary of state shall, upon compliance by the applicant with subsections (a) and (b) of this section and receipt of payment under subsection (e) of this section, immediately transmit a notice of issuance of a certificate of transfer to the proper officer of the foreign jurisdiction to which the statutory foundation is transferred. (d) For the purposes of the laws of this state, upon issuance of a certificate of transfer, the statutory foundation shall be continued as if it had been organized under the laws of the foreign jurisdiction and shall become a statutory foundation under the laws of the foreign jurisdiction, upon issuance by such foreign jurisdiction of a certificate of registration. (e) In addition to all other fees and impositions, a statutory foundation organized or continued under the laws of this state shall pay to the secretary of state a special fee established by rule before receiving a certificate of transfer pursuant to subsection (c) of this section. (f) A resolution to transfer the statutory foundation to a foreign jurisdiction shall be adopted by the board of directors unless the operating agreement of the foundation provides otherwise. (g) The statutory foundation may represent to the proper officer of the foreign jurisdiction to which the statutory foundation is transferred that the laws of this state permit such transfer, and may describe the authorization extended by this section as permitting the continuance or other transfer of domicile as may be required by the laws of the foreign jurisdiction, in order for the statutory foundation to be accepted in that foreign jurisdiction, provided that the statutory foundation may not misrepresent the requirements or effects of this section.
Propose a changeThis chapter shall be known and may be cited as the "Wyoming Decentralized Autonomous Organization Supplement."
Propose a change(a) As used in this chapter: (i) "Blockchain" means as defined in W.S. 34-29-106(g)(i); (ii) "Decentralized autonomous organization" means a limited liability company organized under this chapter; (iii) "Digital asset" means as defined in W.S. 34-29-101(a)(i); (iv) Repealed by Laws 2022, ch. 36, § 2. (v) "Majority of the members" means more than fifty percent (50%) of the membership interests eligible to participate in a vote or any membership interests required pursuant to the decentralized autonomous organization's articles of organization or operating agreement. A person dissociated as a member as set forth in W.S. 17-29-602 shall not be included for the purposes of calculating the majority of the members; (vi) "Membership interest" means a member's ownership right in a decentralized autonomous organization, which may be determined by the organization's articles of organization or operating agreement or ascertainable from a blockchain on which the organization relies to determine a member's ownership right. A membership interest may also be characterized as either a digital security or a digital consumer asset as defined in W.S. 34-29-101, if designated as such in the organization's articles of organization or operating agreement; (vii) "Open blockchain" means a blockchain as defined in W.S. 34-29-106(g)(i) that is publicly accessible and its ledger of transactions is transparent; (viii) Repealed by Laws 2022, ch. 36, § 2. (ix) "Smart contract" means an automated transaction, as defined in W.S. 40-21-102(a)(ii), or any substantially similar analogue, or code, script or programming language relying on a blockchain which may include taking custody of and transferring an asset, administrating membership interest votes with respect to a decentralized autonomous organization or issuing executable instructions for these actions, based on the occurrence or nonoccurrence of specified conditions; (x) "Publicly available identifier" means an address that is available publicly and that identifies a smart contract and may include a uniform resource locator, contract address or other similar reference.
Propose a change(a) The Wyoming Limited Liability Company Act applies to decentralized autonomous organizations to the extent not inconsistent with the provisions of this chapter, and the powers provided to the secretary of state by W.S. 17-29-1102 shall apply to this chapter. (b) This chapter does not repeal or modify any statute or rule of law that applies to a limited liability company that is organized under the Wyoming Limited Liability Company Act that does not elect to become a decentralized autonomous organization.
Propose a change(a) A decentralized autonomous organization is a limited liability company whose articles of organization contain a statement that the company is a decentralized autonomous organization as described in subsection (c) of this section. (b) A limited liability company formed under the Wyoming Limited Liability Company Act, W.S. 17-29-101 through 17-29-1102, may convert to a decentralized autonomous organization by amending its articles of organization to include the statement required by subsections (a) and (c) of this section and W.S. 17-31-106. (c) A statement in substantially the following form shall appear conspicuously in the articles of organization or operating agreement, if applicable, in a decentralized autonomous organization: NOTICE OF RESTRICTIONS ON DUTIES AND TRANSFERS The rights of members in a decentralized autonomous organization may differ materially from the rights of members in other limited liability companies. The Wyoming Decentralized Autonomous Organization Supplement, underlying smart contracts, articles of organization and operating agreement, if applicable, of a decentralized autonomous organization may define, reduce or eliminate fiduciary duties and may restrict transfer of ownership interests, withdrawal or resignation from the decentralized autonomous organization, return of capital contributions and dissolution of the decentralized autonomous organization. (d) The registered name for a decentralized autonomous organization shall include wording or abbreviation to denote its status as a decentralized autonomous organization, specifically "DAO", "LAO", or "DAO LLC." (e) A statement in the articles of organization shall establish how the decentralized autonomous organization shall be managed by the members, including to what extent the management will be conducted algorithmically.
Propose a change(a) Any person may form a decentralized autonomous organization which shall have one (1) or more members by signing and delivering one (1) original and one (1) exact or conformed copy of the articles of organization to the secretary of state for filing. The person forming the decentralized autonomous organization need not be a member of the organization. (b) Each decentralized autonomous organization shall have and continuously maintain in this state a registered agent as provided in W.S. 17-28-101 through 17-28-111. (c) A decentralized autonomous organization may form and operate for any lawful purpose, regardless of whether for profit. (d) Repealed by Laws 2022, ch. 36, § 2. (e) If the articles of organization filed pursuant to subsection (a) of this section does not include a publicly available identifier as required by W.S. 17-31-106(b), the person filing shall have thirty (30) days to provide the publicly available identifier to the secretary of state. If the publicly available identifier is not provided within thirty (30) days, the secretary of state shall dissolve the decentralized autonomous organization.
Propose a change(a) The articles of organization of a decentralized autonomous organization shall include a statement that the organization is a decentralized autonomous organization, pursuant to W.S. 17-31-104, and shall set forth the matters required by W.S. 17-29-201. (b) In addition to the requirements of subsection (a) of this section the articles of organization shall include a publicly available identifier of any smart contract directly used to manage, facilitate or operate the decentralized autonomous organization. (c) Except as otherwise provided in this chapter, the articles of organization and the smart contracts for a decentralized autonomous organization shall govern all of the following: (i) Relations among the members and between the members and the decentralized autonomous organization; (ii) Rights and duties under this chapter of a person in their capacity as a member; (iii) Activities of the decentralized autonomous organization and the conduct of those activities; (iv) Means and conditions for amending the operating agreement; (v) Rights and voting rights of members; (vi) Transferability of membership interests; (vii) Withdrawal of membership; (viii) Distributions to members prior to dissolution; (ix) Amendment of the articles of organization; (x) Procedures for updating, modifying or otherwise revising the organization's smart contracts; (xi) Dispute resolution; (xii) All other aspects of the decentralized autonomous organization.
Propose a change(a) Articles of organization shall be amended when: (i) There is a change in the name of the decentralized autonomous organization; (ii) There is a false or erroneous statement in the articles of organization; (iii) The decentralized autonomous organization's smart contracts have been updated or changed; or (iv) The publicly available identifier has changed.
Propose a changeTo the extent the articles of organization or smart contract do not otherwise provide for a matter described in W.S. 17-31-106, the obligations, rights and duties of the members and operation of a decentralized autonomous organization may be supplemented by an operating agreement. An operating agreement may be a smart contract.
Propose a changeManagement of a decentralized autonomous organization shall be vested in its members or the members and any applicable smart contracts. All smart contracts utilized by a decentralized autonomous organization shall be capable of being updated, modified or otherwise upgraded.
Propose a changeUnless otherwise provided for in the articles of organization or operating agreement, no member of a decentralized autonomous organization shall have any fiduciary duty to the organization or any member except that the members shall be subject to the implied contractual covenant of good faith and fair dealing.
Propose a change(a) For purposes of W.S. 17-31-113 and 17-31-114 and unless otherwise provided for in the articles of organization, smart contract or operating agreement: (i) Membership interests in a decentralized autonomous organization shall be calculated by dividing a member's contribution of digital assets to the organization by the total amount of digital assets contributed to the organization at the time of a vote; or (ii) If all members have not contributed digital assets to an organization as a prerequisite to becoming a member, each member shall possess one (1) membership interest and be entitled to one (1) vote; (iii) Repealed by Laws 2022, ch. 36, § 2.
Propose a changeTo the extent the information is available on an open blockchain, members and dissociated members shall have no right under W.S. 17-29-410 to separately inspect or copy records of a decentralized autonomous organization and the organization shall have no obligation to furnish any information to members or dissociated members concerning the organization's activities, financial condition or other circumstances.
Propose a change(a) Except as specified in subsection (d) of this section, a member may only withdraw from a decentralized autonomous organization in accordance with the terms set forth in the articles of organization, the smart contracts or the operating agreement. (b) A member of a decentralized autonomous organization may not have the organization dissolved for a failure to return the members' contribution to capital. (c) Unless the organization's articles of organization, smart contracts or operating agreement provide otherwise, a withdrawn member forfeits all membership interests in the decentralized autonomous organization, including any governance or economic rights. (d) Where the articles of organization, operating agreement and smart contracts for a decentralized autonomous organization do not specify the manner by which a person: (i) Becomes a member of a decentralized autonomous organization, a person shall be considered a member if the person purchases or otherwise assumes a right of ownership of a membership interest or other property that confers upon the person a voting or economic right within the decentralized autonomous organization; (ii) Withdraws membership from a decentralized autonomous organization, the person shall cease to be a member if the person transfers, sells or alienates all membership interests or other property that confers upon the person a voting or economic right within the decentralized autonomous organization and retains no further right of ownership therein.
Propose a change(a) A decentralized autonomous organization organized under this chapter shall be dissolved upon the occurrence of any of the following events: (i) The period fixed for the duration of the organization expires; (ii) By vote of the majority of the members of a decentralized autonomous organization; (iii) At the time or upon the occurrence of events specified in the underlying smart contracts or as specified in the articles of organization or operating agreement; (iv) The decentralized autonomous organization has failed to approve any proposals or take any actions for a period of one (1) year; (v) The decentralized autonomous organization no longer performs a lawful purpose or is no longer under the control of at least one (1) natural person; (vi) Where all members of the decentralized autonomous organization have withdrawn in accordance with W.S. 17-31-113. (b) As soon as possible following the occurrence of any of the events specified in subsection (a) of this section causing the dissolution of a decentralized autonomous organization, the organization shall execute a statement of intent to dissolve in the form prescribed by the secretary of state. (c) Any interested party may petition a court of competent jurisdiction for dissolution of a decentralized autonomous organization upon the occurrence of any of the events specified in subsection (a) of this section and upon finding the occurrence of one (1) or more of the events specified in subsection (a) of this section the court shall enter an order dissolving the decentralized autonomous organization.
Propose a changeThe articles of organization and the operating agreement of a decentralized autonomous organization are effective as statements of authority. Where the underlying articles of organization and operating agreement are in conflict, the articles of organization shall preempt any conflicting provisions. Where the underlying articles of organization and smart contract are in conflict, the smart contract shall preempt any conflicting provisions of the articles of organization, except as it relates to W.S. 17-31-104 and 17-31-106(a) and (b).
Propose a changeThe secretary of state shall not issue a certificate of authority for a foreign decentralized autonomous organization.
Propose a changeThis act shall be known and may be cited as the "Wyoming Decentralized Unincorporated Nonprofit Association Act."
Propose a change(a) As used in this act: (i) "Administrator" means a person, whether or not a member, authorized by the membership of a decentralized unincorporated nonprofit association to fulfill administrative or operational tasks at the direction of the membership of the decentralized unincorporated nonprofit association; (ii) Repealed by Laws 2026, ch. 25, § 2. (iii) "Decentralized unincorporated nonprofit association" means an unincorporated nonprofit association that meets the following requirements: (A) Consists of at least one hundred (100) members joined by mutual consent under an agreement, that may be in writing or inferred from conduct, for a common nonprofit purpose; (B) Has elected to be formed under this act; and (C) Is not formed under any other law governing the decentralized unincorporated nonprofit association's organization or operation. (iv) "Digital asset" means as defined in W.S. 34-29-101(a)(i); (v) "Distributed ledger technology" means a distributed ledger protocol and supporting infrastructure, including blockchain, that uses a distributed, shared and replicated ledger, whether it be public or private, permissioned or permissionless, and that may include the use of digital assets as a medium of electronic exchange; (vi) "Established practices" means the practices used by a decentralized unincorporated nonprofit association without material change during the most recent five (5) years of the decentralized unincorporated nonprofit association's existence, or if the decentralized unincorporated nonprofit association has existed for less than five (5) years, during the decentralized unincorporated nonprofit association's entire existence; (vii) "Governing principles" means all agreements and any amendment or restatement of those agreements, including any decentralized unincorporated nonprofit association agreements, consensus formation algorithms, smart contracts or enacted governance proposals, that govern the purpose or operation of a decentralized unincorporated nonprofit association and the rights and obligations of the decentralized unincorporated nonprofit association's members and administrators, whether contained in a record, implied from the decentralized unincorporated nonprofit association's established practices or both; (viii) "Member" means a person who, under the governing principles of a decentralized unincorporated nonprofit association, may participate in the selection of the decentralized unincorporated nonprofit association's administrators or the development of the policies and activities of the decentralized unincorporated nonprofit association; (ix) "Membership interest" means a member's voting right in a decentralized unincorporated nonprofit association determined by the decentralized unincorporated nonprofit association's governing principles, including as ascertained from decentralized ledger technology on which the decentralized unincorporated nonprofit association relies to determine a member's voting right; (x) "Person" means an individual, corporation, business trust, estate, trust, partnership, association, agency, joint venture, government, governmental subdivision or instrumentality or any other legal commercial entity; (xi) "Record" means as defined in W.S. 40-21-102(a)(xiii); (xii) "Smart contract" means an automated transaction, as defined in W.S. 40-21-102(a)(ii), or any substantially similar analogue or code, script or programming language relying on distributed ledger technology, including blockchain, which may include facilitating and instructing transfers of an asset, administrating membership interest votes with respect to a decentralized unincorporated nonprofit association or issuing executable instructions for these actions based on the occurrence or nonoccurrence of specified conditions; (xiii) "State" means a state of the United States, the District of Columbia, the commonwealth of Puerto Rico or any territory or insular possession subject to the jurisdiction of the United States; (xiv) "Distributed ledger protocol" means an executable software deployed to a distributed ledger including smart contracts or networks of smart contracts; (xv) "This act" means W.S. 17-32-101 through 17-32-129.
Propose a change(a) The law of this state governs any decentralized unincorporated nonprofit association that is formed in this state. (b) A decentralized unincorporated nonprofit association's governing principles shall identify the jurisdiction in which the decentralized unincorporated nonprofit association is formed.
Propose a change(a) A decentralized unincorporated nonprofit association may engage in profit-making activities, but profits from any activities shall be used in furtherance of, or set aside for, the decentralized unincorporated nonprofit association's common nonprofit purpose. (b) Except as provided in subsection (c) of this section, a decentralized unincorporated nonprofit association may not pay dividends or distribute any part of its income or profits to its members or administrators or persons outside the decentralized unincorporated nonprofit association. (c) A decentralized unincorporated nonprofit association may: (i) Pay reasonable compensation or reimburse reasonable expenses to its members, administrators and persons outside the decentralized unincorporated nonprofit association for services rendered, including with respect to the administration and operation of the decentralized unincorporated nonprofit association, which may include the provisions of collateral for the self-insurance of the decentralized unincorporated nonprofit association, voting or participation in the decentralized unincorporated nonprofit association's operations and activities; (ii) Confer benefits on its members and administrators in conformity with its common nonprofit purpose; (iii) Repurchase membership interests to the extent authorized by the decentralized unincorporated nonprofit association's governing principles; and (iv) Make distributions of property to members upon winding up and termination of the decentralized unincorporated nonprofit association to the extent permitted by W.S. 17-32-126.
Propose a changeunincorporated nonprofit association as beneficiary, legatee or devisee. (a) A decentralized unincorporated nonprofit association in its name may acquire, hold, encumber or transfer an estate or interest in real or personal property. (b) A decentralized unincorporated nonprofit association may be a legatee, devisee or beneficiary of a trust or contract.
Propose a change(a) A decentralized unincorporated nonprofit association shall execute and record a statement of authority to transfer an estate or interest in real property in the name of the decentralized unincorporated nonprofit association. (b) An estate or interest in real property in the name of a decentralized unincorporated nonprofit association may be transferred by a person so authorized in a statement of authority recorded in the office of the county clerk in which a transfer of the property would be recorded. (c) A statement of authority shall set forth: (i) The name of the decentralized unincorporated nonprofit association; (ii) The address in this state, including the street address, if any, of the decentralized unincorporated nonprofit association. If the decentralized unincorporated nonprofit association does not have an address in this state, the statement of authority shall include the decentralized unincorporated nonprofit association's address out of state; (iii) The name or title of the person authorized to transfer an estate or interest in real property held in the name of the decentralized unincorporated nonprofit association; and (iv) The action, procedure or vote of the decentralized unincorporated nonprofit association which authorizes the person to transfer the real property of the decentralized unincorporated nonprofit association and which authorizes the person to execute the statement of authority. (d) A statement of authority shall be executed in the same manner as a deed. The person who executes the statement of authority shall not be the named person in the statement of authority authorized to transfer the estate or interest. (e) The filing officer may collect a fee for recording the statement of authority in the amount authorized for recording a transfer of real property. (f) An amendment, including cancellation, of a statement of authority shall meet the requirements for execution and recording of an original statement. Unless canceled earlier, a recorded statement of authority or its most recent amendment is canceled by operation of law five (5) years after the date of the most recent recording. (g) If the record title to the real property is in the name of a decentralized unincorporated nonprofit association and the statement of authority is recorded in the office of the county clerk in which a transfer of real property would be recorded, the authority of the person named in a statement of authority is conclusive in favor of a transferee who gives value without notice that the person named in the statement of authority lacks authority.
Propose a change(a) A decentralized unincorporated nonprofit association is a legal entity separate from its members for the purposes of determining and enforcing rights, duties and liabilities in contract and tort. (b) A person is not liable for a breach of a decentralized unincorporated nonprofit association's contract merely because the person is a member, administrator, authorized to participate in the management of the affairs of the decentralized unincorporated nonprofit association or considered as a member by the decentralized unincorporated nonprofit association. (c) A person is not liable for a tortious act or omission for which a decentralized unincorporated nonprofit association is liable merely because the person is a member or administrator of the decentralized unincorporated nonprofit association, or is a person authorized to participate in the management of the affairs of the decentralized unincorporated nonprofit association or considered as a member by the decentralized unincorporated nonprofit association. (d) A tortious act or omission of a member, administrator or other person for which a decentralized unincorporated nonprofit association is liable is not imputed to a person merely because the person is a member or administrator of the decentralized unincorporated nonprofit association, or is a person authorized to participate in the management of the affairs of the decentralized unincorporated nonprofit association or considered as a member by the decentralized unincorporated nonprofit association. (e) A member, administrator, person authorized to participate in the management of the affairs of the decentralized unincorporated nonprofit association, or person considered as a member by the decentralized unincorporated nonprofit association, may assert a claim against the decentralized unincorporated nonprofit association. A decentralized unincorporated nonprofit association may assert a claim against a member, administrator, person authorized to participate in the management of the affairs of the decentralized unincorporated nonprofit association or person considered as a member by the decentralized unincorporated nonprofit association.
Propose a change(a) A decentralized unincorporated nonprofit association, in its name, may institute, defend, intervene or participate in a judicial, administrative or other governmental proceeding or in an arbitration, mediation or any other form of alternative dispute resolution. (b) A decentralized unincorporated nonprofit association may assert a claim on behalf of its members if: (i) One (1) or more members of the decentralized unincorporated nonprofit association have standing to assert a claim in their own right; (ii) The interests the decentralized unincorporated nonprofit association seeks to protect are germane to its purposes; and (iii) Neither the claim asserted, nor the relief requested requires the participation of a member.
Propose a changeA judgment or order against a decentralized unincorporated nonprofit association is not by itself a judgment or order against a member or administrator of the decentralized unincorporated nonprofit association.
Propose a change