Law

Title 17 Corporations, Partnerships and Associations

Wyoming · 17 · statute

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Contents: 1,420 provisions

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1,420 provisions

17-6-115. Repealed by Laws 1992, ch. 53, § 3.

Repealed by Laws 1992, ch. 53, § 3.

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17-6-116. Repealed by Laws 1992, ch. 53, § 3.

Repealed by Laws 1992, ch. 53, § 3.

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17-6-117. Repealed by Laws 1992, ch. 53, § 3.

Repealed by Laws 1992, ch. 53, § 3.

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17-7-101. Repealed by Laws 1992, ch. 53, § 3.

Repealed by Laws 1992, ch. 53, § 3.

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17-7-102. Repealed by Laws 1992, ch. 53, § 3.

Repealed by Laws 1992, ch. 53, § 3.

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17-7-103. Repealed by Laws 1992, ch. 53, § 3.

Repealed by Laws 1992, ch. 53, § 3.

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17-7-104. Repealed by Laws 1992, ch. 53, § 3.

Repealed by Laws 1992, ch. 53, § 3.

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17-7-105. Repealed by Laws 1992, ch. 53, § 3.

Repealed by Laws 1992, ch. 53, § 3.

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17-7-106. Repealed by Laws 1992, ch. 53, § 3.

Repealed by Laws 1992, ch. 53, § 3.

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17-7-107. Repealed by Laws 1992, ch. 53, § 3.

Repealed by Laws 1992, ch. 53, § 3.

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17-7-108. Repealed by Laws 1992, ch. 53, § 3.

Repealed by Laws 1992, ch. 53, § 3.

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17-7-109. Repealed by Laws 1992, ch. 53, § 3.

Repealed by Laws 1992, ch. 53, § 3.

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17-7-110. Repealed by Laws 1992, ch. 53, § 3.

Repealed by Laws 1992, ch. 53, § 3.

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17-7-111. Repealed by Laws 1992, ch. 53, § 3.

Repealed by Laws 1992, ch. 53, § 3.

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17-7-112. Repealed by Laws 1992, ch. 53, § 3.

Repealed by Laws 1992, ch. 53, § 3.

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17-7-113. Repealed by Laws 1992, ch. 53, § 3.

Repealed by Laws 1992, ch. 53, § 3.

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17-7-114. Repealed by Laws 1992, ch. 53, § 3.

Repealed by Laws 1992, ch. 53, § 3.

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17-7-115. Repealed by Laws 1992, ch. 53, § 3.

Repealed by Laws 1992, ch. 53, § 3.

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17-7-116. Repealed by Laws 1992, ch. 53, § 3.

Repealed by Laws 1992, ch. 53, § 3.

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17-7-201. Repealed By Laws 2009, Ch. 185, § 2.

Repealed By Laws 2009, Ch. 185, § 2.

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17-7-202. Repealed By Laws 2009, Ch. 185, § 2.

Repealed By Laws 2009, Ch. 185, § 2.

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17-7-203. Repealed By Laws 2009, Ch. 185, § 2.

Repealed By Laws 2009, Ch. 185, § 2.

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17-7-204. Repealed By Laws 2009, Ch. 185, § 2.

Repealed By Laws 2009, Ch. 185, § 2.

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17-7-205. Repealed By Laws 2009, Ch. 185, § 2.

Repealed By Laws 2009, Ch. 185, § 2.

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17-7-301. Short title.

This act shall be known and may be cited as the Uniform Prudent Management of Institutional Funds Act.

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17-7-302. Definitions.

(a) As used in this act: (i) "Charitable purpose" means the relief of poverty, the advancement of education or religion, the promotion of health, the promotion of a governmental purpose or any other purpose the achievement of which is beneficial to the community; (ii) "Endowment fund" means an institutional fund or part thereof that, under the terms of a gift instrument, is not wholly expendable by the institution on a current basis. The term does not include assets that an institution designates as an endowment fund for its own use; (iii) "Gift instrument" means a record or records, including an institutional solicitation, under which property is granted to, transferred to or held by an institution as an institutional fund; (iv) "Institution" means: (A) A person, other than an individual, organized and operated exclusively for charitable purposes; (B) A government or governmental subdivision, agency or instrumentality to the extent that it holds funds exclusively for a charitable purpose; or (C) A trust that had both charitable and noncharitable interests, after all noncharitable interests have been terminated. (v) "Institutional fund" means a fund held by an institution exclusively for charitable purposes. The term does not include: (A) Program-related assets; (B) A fund held for an institution by a trustee that is not an institution; or (C) A fund in which a beneficiary that is not an institution has an interest, other than an interest that could arise upon violation or failure of the purposes of the fund. (vi) "Person" means as defined by W.S. 8-1-102; (vii) "Program-related asset" means an asset held by an institution primarily to accomplish a charitable purpose of the institution and not primarily for investment; (viii) "Record" means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form; (ix) "This act" means W.S. 17-7-301 through 17-7-307.

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17-7-303. Standard of conduct in managing and investing institutional fund.

(a) Subject to the intent of a donor expressed in a gift instrument, an institution, in managing and investing an institutional fund, shall consider the charitable purposes of the institution and the purposes of the institutional fund. (b) In addition to complying with the duty of loyalty imposed by law other than this act, each person responsible for managing and investing an institutional fund shall manage and invest the fund in good faith and with the care an ordinarily prudent person in a like position would exercise under similar circumstances. (c) In managing and investing an institutional fund, an institution: (i) May incur only costs that are appropriate and reasonable in relation to the assets, the purposes of the institution and the skills available to the institution; and (ii) Shall make a reasonable effort to verify facts relevant to the management and investment of the fund. (d) An institution may pool two (2) or more institutional funds for purposes of management and investment. (e) Except as otherwise provided by a gift instrument, the following rules shall apply: (i) In managing and investing an institutional fund, the following factors if relevant shall be considered: (A) General economic conditions; (B) The possible effect of inflation or deflation; (C) The expected tax consequences, if any, of investment decisions or strategies; (D) The role that each investment or course of action plays within the overall investment portfolio of the fund; (E) The expected total return from income and the appreciation of investments; (F) Other resources of the institution; (G) The needs of the institution and the fund to make distributions and to preserve capital; and (H) An asset's special relationship or special value, if any, to the charitable purposes of the institution. (ii) Management and investment decisions about an individual asset shall be made not in isolation but rather in the context of the institutional fund's portfolio of investments as a whole and as a part of an overall investment strategy having risk and return objectives reasonably suited to the fund and to the institution; (iii) Except as otherwise provided by law other than this act, an institution may invest in any kind of property or type of investment consistent with this section; (iv) An institution shall diversify the investments of an institutional fund unless the institution reasonably determines that, because of special circumstances, the purposes of the fund are better served without diversification; (v) Within a reasonable time after receiving property, an institution shall make and carry out decisions concerning the retention or disposition of the property or to rebalance a portfolio in order to bring the institutional fund into compliance with the purposes, terms and distribution requirements of the institution as necessary to meet other circumstances of the institution and the requirements of this act; (vi) A person who has special skills or expertise, or is selected in reliance upon the person's representation that the person has special skills or expertise, has a duty to use those skills or that expertise in managing and investing institutional funds.

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17-7-304. Appropriation for expenditure or accumulation of endowment fund; rules of construction.

(a) Subject to subsection (d) of this section and to the intent of a donor expressed in the gift instrument, an institution may appropriate for expenditure or accumulate so much of an endowment fund as the institution determines is prudent for the uses, benefits, purposes and duration for which the endowment fund is established. Unless stated otherwise in the gift instrument, the assets in an endowment fund are donor-restricted assets until appropriated for expenditure by the institution. In making a determination to appropriate or accumulate, the institution shall act in good faith, with the care that an ordinarily prudent person in a like position would exercise under similar circumstances, and shall consider, if relevant, the following factors: (i) The duration and preservation of the endowment fund; (ii) The purposes of the institution and the endowment fund; (iii) General economic conditions; (iv) The possible effect of inflation or deflation; (v) The expected total return from income and the appreciation of investments; (vi) Other resources of the institution; and (vii) The investment policy of the institution. (b) To limit the authority to appropriate for expenditure or accumulate under subsection (a) of this section, a gift instrument shall specifically state the limitation. (c) Terms in a gift instrument designating a gift as an endowment, or a direction or authorization in the gift instrument to use only "income", "interest", "dividends", or "rents, issues or profits", or "to preserve the principal intact" or words of similar import: (i) Create an endowment fund of permanent duration unless other language in the gift instrument limits the duration or purpose of the fund; and (ii) Do not otherwise limit the authority to appropriate for expenditure or accumulate under subsection (a) of this section. (d) The appropriation for expenditure in any year of an amount greater than seven percent (7%) of the fair market value of an endowment fund, calculated on the basis of market values determined at least quarterly and averaged over a period of not less than three (3) years immediately preceding the year in which the appropriation for expenditure is made, creates a rebuttable presumption of imprudence. For an endowment fund in existence for fewer than three (3) years, the fair market value of the endowment fund shall be calculated for the period the endowment fund has been in existence. This subsection shall not: (i) Apply to an appropriation for expenditure permitted under law other than this act or by the gift instrument; or (ii) Create a presumption of prudence for an appropriation for expenditure of an amount less than or equal to seven percent (7%) of the fair market value of the endowment fund.

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17-7-305. Delegation of management and investment functions.

(a) Subject to any specific limitation set forth in a gift instrument or in law other than this act, an institution may delegate to an external agent the management and investment of an institutional fund to the extent that an institution could prudently delegate under the circumstances. An institution shall act in good faith, with the care that an ordinarily prudent person in a like position would exercise under similar circumstances, in: (i) Selecting an agent; (ii) Establishing the scope and terms of the delegation, consistent with the purposes of the institution and the institutional fund; and (iii) Periodically reviewing the agent's actions in order to monitor the agent's performance and compliance with the scope and terms of the delegation. (b) In performing a delegated function, an agent owes a duty to the institution to exercise reasonable care to comply with the scope and terms of the delegation. (c) An institution that complies with subsection (a) of this section is not liable for the decisions or actions of an agent to which the function was delegated. (d) By accepting delegation of a management or investment function from an institution that is subject to the laws of this state, an agent submits to the jurisdiction of the courts of this state in all proceedings arising from or related to the delegation or the performance of the delegated function. (e) An institution may delegate management and investment functions to its committees, officers or employees as authorized by law of this state other than this act.

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17-7-306. Release or modification of restrictions on management, investment or purpose.

(a) If the donor consents in a record, an institution may release or modify, in whole or in part, a restriction contained in a gift instrument on the management, investment or purpose of an institutional fund. A release or modification may not allow a fund to be used for a purpose other than a charitable purpose of the institution. (b) The court upon application of an institution, may modify a restriction contained in a gift instrument regarding the management or investment of an institutional fund if the restriction has become impracticable or wasteful, if it impairs the management or investment of the fund, or if, because of circumstances not anticipated by the donor, a modification of a restriction will further the purposes of the fund. If the institution is a governmental institution as defined by W.S. 17-7-302(a)(iv), the institution shall notify the attorney general of the application, and the attorney general shall be given an opportunity to be heard. To the extent practicable, any modification shall be made in accordance with the donor's probable intention. (c) If a particular charitable purpose or a restriction contained in a gift instrument on the use of an institutional fund becomes unlawful, impracticable, impossible to achieve or wasteful, the court, upon application of an institution, may modify the purpose of the fund or the restriction on the use of the fund in a manner consistent with the charitable purposes expressed in the gift instrument. If the institution is a governmental institution as defined by W.S. 17-7-302(a)(iv), the institution shall notify the attorney general of the application, and the attorney general shall be given an opportunity to be heard. (d) If an institution determines that a restriction contained in a gift instrument on the management, investment or purposes of an institutional fund is unlawful, impracticable, impossible to achieve or wasteful, the institution, not less than sixty (60) days after notification to the attorney general, may release or modify the restriction, in whole or part, if: (i) The institutional fund subject to the restriction has a total value of less than twenty-five thousand dollars ($25,000.00); (ii) More than twenty (20) years have elapsed since the fund was established; and (iii) The institution uses the property in a manner consistent with the charitable purposes expressed in the gift instrument.

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17-7-307. Reviewing compliance.

Compliance with this act shall be determined in light of the facts and circumstances existing at the time a decision is made or action is taken.

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17-8-101. Incorporation by churches, parishes and societies having governing body; purposes generally.

Churches, parishes, and societies of all religious bodies, sects, or denominations in this state, or a board of trustees of such churches, parishes, and societies of all religious bodies, having an episcopate, presbytery, synod, conference or other governing body, with spiritual jurisdiction extending over the whole state, or part thereof not less than six (6) counties, may become incorporated for religious, missionary, educational or charitable purposes in the manner hereinafter provided; or said incorporation may be limited to the purposes of acquiring and holding the legal title to property, real and personal, required for the use of such churches, parishes, or societies, or any of them, or of such general governing body, and for the purpose of conveying the same, and contracting with reference thereto.

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17-8-102. Organization meeting; officers.

The chief or presiding or executive officer of the religious bodies, sects or denominations mentioned in the preceding section may, at such place in this state as he may appoint for the purpose, convene a meeting of himself and some other officer or officers, subordinate to himself, but having general jurisdiction throughout the state, or part of the state aforesaid, and one (1) or more priests, ministers or clergymen of the proposed church, parish or society, and at least two (2) laymen resident within the limits thereof, of which meeting the said chief or presiding or executive officer shall be president and one (1) of the other persons present shall be secretary.

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17-8-103. Contents, execution and filing of articles of

incorporation; competency to transact business in corporate name. (a) The said five (5) or more persons, being so convened and organized as a meeting, shall adopt articles of incorporation which shall fix: (i) The name of the church, parish or society so incorporated, or the name of the church, parish or society in whose behalf or interest the corporation is formed; (ii) The object and purpose of the incorporation; (iii) The amount of debts which it shall be competent to contract, beyond which amount the corporation shall have no power to contract debts binding at law or equity upon it, its members or its property; (iv) The manner in which it may contract and become bound for debts and may convey, encumber or change its property; (v) The manner in which the succession of the members of said corporation shall be regulated and vacancies in their number filled; (vi) The time of the commencement and the termination of the corporation; (vii) By what officers its affairs shall be conducted. (b) Which articles, being subscribed and acknowledged by the persons present at said meeting and filed in the office of the secretary of state, and recorded in the office of the county clerk of the county where such church, parish or society shall be located, whereupon such corporation shall be competent to transact all business in any by its corporate name.

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17-8-104. Authority to make bylaws.

Every incorporation under this act shall be authorized to make such bylaws as may be necessary to carry into effect fully all the purposes of such incorporation; provided, the same be not in conflict with the constitution of the United States, the laws of congress or of this state.

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17-8-105. Corporators and members of corporation.

The persons attending said meeting shall be the corporators and members of the corporation until their places may be supplied by and under the provisions of the articles of incorporation.

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17-8-106. Incorporation by body of Christians for purposes of education, benevolence, charity and missions.

If any body of Christians has or shall have, according to its order or mode of government, an organization, whether known as synod, presbytery, conference, episcopate or other name, with ecclesiastical or spiritual jurisdiction over its members throughout this state, and its authorities shall desire to engage in work of education, benevolence, charity and missions, which works shall be of like extensive operation and benefit, and not of limited or local service, and they shall deem an incorporation convenient for the more successful operation of said works, all, or any of them, its said authorities, with such persons as they may associate with them, may cause such incorporation to be formed in the manner and with the powers hereinbefore provided for the incorporation of a church, congregation or society.

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17-8-107. Applicability of general corporation laws.

Corporations organized under the provisions of this act shall be subject to the laws of this state in respect to corporations which are applicable to them, save as herein expressly provided.

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17-8-108. Incorporation for establishing benevolent institutions and for holding real and personal property.

If any presbytery, synod, conference, episcopate or other ecclesiastical body or association of Christians having jurisdiction over its members throughout the state, or a part thereof, extending over at least four (4) counties, and its authorities shall desire to establish missions, churches and other benevolent institutions and in this behalf to acquire property real and personal to aid in extending its spiritual jurisdiction and charities, and shall deem an incorporation necessary or convenient for the more effective accomplishment of its general objects, its authorities may cause such incorporation to be formed in the manner and with all the powers now provided by law for the incorporation of churches, congregations or societies and such other powers as are incident and necessary to the successful performance of any or all its objects.

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17-8-109. Corporations; purposes for which such corporations may be formed.

Corporations may be formed for acquiring, holding or disposing of church or religious society property, for the benefit of religion, for works of charity and for public worship in the manner hereinafter provided.

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