The Wyoming Nonprofit Corporation Act, found in Title 17, Chapter 19, of the Wyoming Statues is broken down into the following articles:
Article 1 - General Provisions
Article 2 - Organization
Article 3 - Purposes And Powers
Article 4 - Names
Article 5 - Office And Agent
Article 6 - Members And Memberships
Article 7 - Members' Meetings And Voting
Article 8 - Directors And Officers
Article 9 - Reserved
Article 10 - Amendment Of Articles Of Incorporation And Bylaws
Article 11 - Merger And Consolidation
Article 12 - Sale Of Assets
Article 13 - Distributions
Article 14 - Dissolution
Article 15 - Foreign Corporations
Article 16 - Records And Reports
Article 17 - Domestication And Continuance Of Foreign Corporation
Article 18 - Transition Provisions
| Section Name | Section Number |
|---|---|
| Short title | § 17-19-101 |
| Reservation of power to amend or repeal | § 17-19-102 |
| Filing requirements | § 17-19-120 |
| Forms | § 17-19-121 |
| Filing, service and copying fees | § 17-19-122 |
| Effective date of document | § 17-19-123 |
| Correcting filed document | § 17-19-124 |
| Filing duty of secretary of state | § 17-19-125 |
| Appeal from secretary of state's refusal to file document | § 17-19-126 |
| Evidentiary effect of copy of filed document | § 17-19-127 |
| Certificate of existence | § 17-19-128 |
| [Repealed] | § 17-19-129 |
| Powers | § 17-19-130 |
| General definitions | § 17-19-140 |
| Notice | § 17-19-141 |
| Private foundations | § 17-19-150 |
| Judicial relief | § 17-19-160 |
| Attorney general | § 17-19-170 |
| Constitutional protections | § 17-19-180 |
Article 2 - Organization |
| Section Name | Section Number |
| Incorporators | § 17-19-201 |
| Articles of incorporation | § 17-19-202 |
| Incorporation | § 17-19-203 |
| Liability for preincorporation transactions | § 17-19-204 |
| Organization of corporation | § 17-19-205 |
| Bylaws | § 17-19-206 |
| Emergency bylaws and powers | § 17-19-207 |
Article 3 - Purposes And Powers |
| Section Name | Section Number |
| Purposes | § 17-19-301 |
| General powers | § 17-19-302 |
| Emergency powers | § 17-19-303 |
| Ultra vires | § 17-19-304 |
Article 4 - Names |
| Section Name | Section Number |
| Corporate name | § 17-19-401 |
| Reserved name | § 17-19-402 |
Article 5 - Office And Agent |
| Section Name | Section Number |
| Registered office and registered agent | § 17-19-501 |
| Repealed | § 17-19-502 |
| Repealed | § 17-19-503 |
| Repealed | § 17-19-504 |
Article 6 - Members And Memberships |
| Section Name | Section Number |
| Admission | § 17-19-601 |
| Consideration | § 17-19-602 |
| No requirement of members | § 17-19-603 |
| Differences in rights and obligations of members | § 17-19-610 |
| Transfers | § 17-19-611 |
| Member's liability to third parties | § 17-19-612 |
| Member's liability for dues, assessments and fees | § 17-19-613 |
| Creditor's action against member | § 17-19-614 |
| Resignation | § 17-19-620 |
| Termination, expulsion and suspension | § 17-19-621 |
| Purchase of memberships | § 17-19-622 |
| Derivative suits | § 17-19-630 |
| Delegates | § 17-19-640 |
Article 7 - Members' Meetings And Voting |
| Section Name | Section Number |
| Annual and regular meetings | § 17-19-701 |
| Special meeting | § 17-19-702 |
| Court-ordered meeting | § 17-19-703 |
| Action by written consent | § 17-19-704 |
| Notice of meeting | § 17-19-705 |
| Waiver of notice | § 17-19-706 |
| Record date; determining members entitled to notice and vote | § 17-19-707 |
| Action by written ballot | § 17-19-708 |
| Members' list for meeting | § 17-19-720 |
| Voting entitlement generally | § 17-19-721 |
| Quorum requirements | § 17-19-722 |
| Voting requirements | § 17-19-723 |
| Proxies | § 17-19-724 |
| Cumulative voting for directors | § 17-19-725 |
| Other methods of electing directors | § 17-19-726 |
| Corporation's acceptance of votes | § 17-19-727 |
| Voting agreements | § 17-19-730 |
Article 8 - Directors And Officers |
| Section Name | Section Number |
| Requirement for and duties of board | § 17-19-801 |
| Qualifications of directors | § 17-19-802 |
| Number of directors | § 17-19-803 |
| Election, designation and appointment of directors | § 17-19-804 |
| Terms of directors generally | § 17-19-805 |
| Staggered terms for directors | § 17-19-806 |
| Resignation of directors | § 17-19-807 |
| Removal of directors elected by members or directors | § 17-19-808 |
| Removal of designated or appointed directors | § 17-19-809 |
| Removal of directors by judicial proceeding | § 17-19-810 |
| Vacancy on board | § 17-19-811 |
| Compensation of directors | § 17-19-812 |
| Regular and special meetings | § 17-19-820 |
| Action without meeting | § 17-19-821 |
| Call and notice of meetings | § 17-19-822 |
| Waiver of notice | § 17-19-823 |
| Quorum and voting | § 17-19-824 |
| Committees of the board; other informal committees | § 17-19-825 |
| Directors' standards and liabilities | § 17-19-830 |
| Director conflict of interest | § 17-19-831 |
| Loans to or guaranties for directors and officers | § 17-19-832 |
| Required officers | § 17-19-840 |
| Duties and authority of officers | § 17-19-841 |
| Standards of conduct for officers | § 17-19-842 |
| Resignation and removal of officers | § 17-19-843 |
| Contract rights of officers | § 17-19-844 |
| Officers' authority to execute documents | § 17-19-845 |
| Subarticle definitions | § 17-19-850 |
| Reserved | § 17-19-851 |
| Mandatory indemnification | § 17-19-852 |
| Advance for expenses | § 17-19-853 |
| Court-ordered indemnification | § 17-19-854 |
| Reserved | § 17-19-855 |
| Indemnification of officers, employees and agents | § 17-19-856 |
| Insurance | § 17-19-857 |
| Application of subarticle | § 17-19-858 |
Article 10 - Amendment Of Articles Of Incorporation And Bylaws |
| Section Name | Section Number |
| Authority to amend | § 17-19-1001 |
| Amendment by directors | § 17-19-1002 |
| Amendment by directors and members | § 17-19-1003 |
| Class voting by members on amendments | § 17-19-1004 |
| Articles of amendment | § 17-19-1005 |
| Restated articles of incorporation | § 17-19-1006 |
| Amendment pursuant to judicial reorganization | § 17-19-1007 |
| Effect of amendment | § 17-19-1008 |
| Amendment by directors | § 17-19-1020 |
| Amendment by directors and members | § 17-19-1021 |
| Class voting by members on amendments | § 17-19-1022 |
| Approval by third persons | § 17-19-1030 |
| Amendment terminating members or redeeming or canceling memberships | § 17-19-1031 |
Article 11 - Merger And Consolidation |
| Section Name | Section Number |
| Approval of plan of merger | § 17-19-1101 |
| Limitations on mergers by public benefit or religious corporations | § 17-19-1102 |
| Action on plan by board, members and third persons | § 17-19-1103 |
| Articles of merger | § 17-19-1104 |
| Effect of merger | § 17-19-1105 |
| Merger with foreign corporation | § 17-19-1106 |
| Bequests, devises and gifts | § 17-19-1107 |
| Merger with a governmental subdivision | § 17-19-1108 |
| Approval of plan of consolidation | § 17-19-1110 |
| Limitations on consolidations by public benefit or religious corporations | § 17-19-1111 |
| Action on plan by board, members and third persons | § 17-19-1112 |
| Articles of consolidation | § 17-19-1113 |
| Effect of consolidation | § 17-19-1114 |
| Consolidation with foreign corporation | § 17-19-1115 |
| Bequests, devises and gifts | § 17-19-1116 |
| Consolidation with a governmental subdivision | § 17-19-1117 |
Article 12 - Sale Of Assets |
| Section Name | Section Number |
| Sale of assets in regular course of activities and mortgage of assets | § 17-19-1201 |
| Sale of assets other than in regular course of activities | § 17-19-1202 |
Article 13 - Distributions |
| Section Name | Section Number |
| Prohibited distributions | § 17-19-1301 |
| Purchase of memberships; authorized distributions | § 17-19-1302 |
Article 14 - Dissolution |
| Section Name | Section Number |
| Dissolution by incorporators or directors | § 17-19-1401 |
| Dissolution by directors, members and third persons | § 17-19-1402 |
| Notices to the secretary of state | § 17-19-1403 |
| Articles of dissolution | § 17-19-1404 |
| Revocation of dissolution | § 17-19-1405 |
| Effect of dissolution | § 17-19-1406 |
| Known claims against dissolved corporation | § 17-19-1407 |
| Unknown claims against dissolved corporation | § 17-19-1408 |
| Grounds for administrative dissolution | § 17-19-1420 |
| Procedure for and effect of administrative dissolution | § 17-19-1421 |
| Reinstatement following administrative dissolution | § 17-19-1422 |
| Appeal from denial of reinstatement | § 17-19-1423 |
| Grounds for judicial dissolution | § 17-19-1430 |
| Procedure for judicial dissolution | § 17-19-1431 |
| Receivership or custodianship | § 17-19-1432 |
| Decree of dissolution | § 17-19-1433 |
| Deposit with state treasurer | § 17-19-1440 |
Article 15 - Foreign Corporations |
| Section Name | Section Number |
| Authority to transact business required | § 17-19-1501 |
| Consequences of transacting business without authority | § 17-19-1502 |
| Application for certificate of authority | § 17-19-1503 |
| Amended certificate of authority | § 17-19-1504 |
| Effect of certificate of authority | § 17-19-1505 |
| Corporate name of foreign corporation | § 17-19-1506 |
| Registered office and registered agent of foreign corporation | § 17-19-1507 |
| Repealed | § 17-19-1508 |
| Repealed | § 17-19-1509 |
| Repealed | § 17-19-1510 |
| Withdrawal of foreign corporation | § 17-19-1520 |
| Grounds for revocation | § 17-19-1530 |
| Procedure and effect of revocation | § 17-19-1531 |
| Appeal from revocation | § 17-19-1532 |
Article 16 - Records And Reports |
| Section Name | Section Number |
| Corporate records | § 17-19-1601 |
| Inspection of records by members | § 17-19-1602 |
| Scope of inspection rights | § 17-19-1603 |
| Court-ordered inspection | § 17-19-1604 |
| Limitations on use of membership list | § 17-19-1605 |
| Financial statements for members | § 17-19-1620 |
| Report of indemnification to members | § 17-19-1621 |
| Filing of reports | § 17-19-1630 |
| Repealed | § 17-19-1631 |
| Repealed | § 17-19-1632 |
| Repealed | § 17-19-1633 |
Article 17 - Domestication And Continuance Of Foreign Corporation |
| Section Name | Section Number |
| Domestication of foreign corporations | § 17-19-1701 |
| Application for certificate of domestication; articles of domestication | § 17-19-1702 |
| Continuance of foreign corporations | § 17-19-1710 |
Article 18 - Transition Provisions |
| Section Name | Section Number |
| Application to existing domestic corporations | § 17-19-1801 |
| Application to qualified foreign corporations | § 17-19-1802 |
| Saving provisions | § 17-19-1803 |
| Public benefit, mutual benefit and religious corporations | § 17-19-1804 |
| Issuance of additional capital stock prohibited | § 17-19-1805 |
| Transition of for profit corporations to nonprofit status | § 17-19-1806 |
| Transition of mutual benefit corporations to for profit status | § 17-19-1807 |