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[Repealed] | § 17-19-129 |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Repealed | § 17-19-502 |
Repealed | § 17-19-503 |
Repealed | § 17-19-504 |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 |