State of the Nonprofit Regulatory Environment in WYOMING

BIFURCD-BIFURC-NS

REGULATORY BODY: Not Specific

NOTES: Charitable Orgs Not Required to Register

BIFURCD-REGIOF-NS

REGULATORY BODY: Not Specific

WY Code § 17-19-1202

REGULATORY BODY: Attorney General

STATUTE TEXT: 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.

NOTES: Public Benefit and Rel. Orgs (All or substantial amount) [W.S.1977 § 17-19-1202

WY Code § 17-19-1202

REGULATORY BODY: Other

STATUTE TEXT: 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.

NOTES: W.S.1977 § 17-19-1202

WY Code § 17-19-1102

REGULATORY BODY: Attorney General

STATUTE TEXT: 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.

NOTES: Public Benefit and Rel. Orgs [W.S.1977 § 17-19-1102; W.S.1977 § 17-19-1111]

WY Code § 17-19-1111

REGULATORY BODY: Attorney General

STATUTE TEXT: 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.

NOTES: Public Benefit and Rel. Orgs [W.S.1977 § 17-19-1102; W.S.1977 § 17-19-1111]

WY Code § 17-19-1111

REGULATORY BODY: Other

STATUTE TEXT: 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.

NOTES: File with Sec. of State - Public Benefit and Rel. Orgs W.S.1977 § 17-19-1111; Court Approval Public Benefit and Rel. Orgs W.S.1977 § 17-19-1102

WY Code § 17-19-1102

REGULATORY BODY: Other

STATUTE TEXT: 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.

NOTES: File with Sec. of State - Public Benefit and Rel. Orgs W.S.1977 § 17-19-1111; Court Approval Public Benefit and Rel. Orgs W.S.1977 § 17-19-1102

REPORTS-AMMEND-AG

REGULATORY BODY: Attorney General

NOTES: No

WY Code § 17-19-1005

REGULATORY BODY: Other

STATUTE TEXT: 17-19-1005. Articles of amendment. (a) A corporation amending its articles shall deliver to the secretary of state articles of amendment setting forth: (i) The name of the corporation; (ii) The text of each amendment adopted; (iii) The date of each amendment’s adoption; (iv) If approval of members was not required, a statement to that effect and a statement that the amendment 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 the amendment, and number of votes of each class indisputably voting on the amendment; and (B) Either the total number of votes cast for and against the amendment by each class entitled to vote separately on the amendment or the total number of undisputed votes cast for the amendment by each class and a statement that the number cast for the amendment by each class was sufficient for approval by that class. (vi) If approval of the amendment by some person or persons other than the members, the board or the incorporators is required pursuant to W.S. 17-19-1030, a statement that the approval was obtained.

NOTES: W.S.1977 § 17-19-1005]

REPORTS-FINANC-NS

REGULATORY BODY: Not Specific

WY Code § 17-19-1403

REGULATORY BODY: Attorney General

STATUTE TEXT: 17-19-1403. Notices to the secretary of state. (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.

NOTES: Public Benefit and Rel. Orgs [W.S.1977 § 17-19-1403

WY Code § 17-19-1403

REGULATORY BODY: Other

STATUTE TEXT: 17-19-1403. Notices to the secretary of state. (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.

NOTES: File with Sec. of State W.S.1977 W.S.1977 § 17-19-1403; § 17-19-1404

WY Code § 17-19-1404

REGULATORY BODY: Other

STATUTE TEXT: 17-19-1404. Articles of dissolution. (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.

NOTES: File with Sec. of State W.S.1977 W.S.1977 § 17-19-1403; § 17-19-1404

WY Code § 17-19-1430

REGULATORY BODY: Attorney General

STATUTE TEXT: 17-19-1430. Grounds for judicial dissolution. (a) The district court may dissolve a corporation: (i) In a proceeding by the attorney general if it is established that: (A) The corporation obtained its articles of incorporation through fraud; (B) The corporation has continued to exceed or abuse the authority conferred upon it by law; (C) The corporation is a public benefit corporation and the corporate assets are being misapplied or wasted; or (D) The corporation is a public benefit corporation and is no longer able to carry out its purposes. (ii) Except as provided in the articles or bylaws of a religious corporation, in a proceeding by fifty (50) members or members holding five percent (5%) of the voting power, whichever is less, or by a director or any person specified in the articles, if it is established that: (A) The directors are deadlocked in the management of the corporate affairs, and the members, if any, are unable to break the deadlock; (B) The directors or those in control of the corporation have acted, are acting or will act in a manner that is illegal, oppressive or fraudulent; (C) The members are deadlocked in voting power and have failed, for a period that includes at least two (2) consecutive annual meeting dates, to elect successors to directors whose terms have, or would otherwise have, expired; (D) The corporate assets are being misapplied or wasted; or (E) The corporation is a public benefit or religious corporation and is no longer able to carry out its purposes. (iii) In a proceeding by a creditor if it is established that: (A) The creditor’s claim has been reduced to judgment, the execution on the judgment returned unsatisfied and the corporation is insolvent; or (B) The corporation has admitted in writing that the creditor’s claim is due and owing and the corporation is insolvent. (iv) In a proceeding by the corporation to have its voluntary dissolution continued under court supervision. (b) Prior to dissolving a corporation, the court shall consider whether: (i) There are reasonable alternatives to dissolution; (ii) Dissolution is in the public interest, if the corporation is a public benefit corporation; and (iii) Dissolution is the best way of protecting the interests of members, if the corporation is a mutual benefit corporation.

NOTES: W.S.1977 § 17-19-1430

WY Code § 17-19-1433

REGULATORY BODY: Other

STATUTE TEXT: 17-19-1433. Decree of dissolution. (a) If after a hearing the court determines that one (1) or more grounds for judicial dissolution described in W.S. 17-19-1430 exist, it may enter a decree dissolving the corporation and specifying the effective date of the dissolution, and the clerk of the court shall deliver a certified copy of the decree to the secretary of state, who shall file it. (b) After entering the decree of dissolution, the court shall direct the winding up and liquidation of the corporation’s affairs in accordance with W.S. 17-19-1406 and the notification of its claimants in accordance with W.S. 17-19-1407 and 17-19-1408.

NOTES: W.S.1977 § 17-19-1433

WY Code § 17-19-1421

REGULATORY BODY: Attorney General

STATUTE TEXT: 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, ss 3.

NOTES: [W.S.1977 § 17-19-1421

WY Code § 17-19-1420

REGULATORY BODY: Other

STATUTE TEXT: 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; or (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. (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.

NOTES: W.S.1977 § 17-19-1420

HOSPCON-STATUT-NS

REGULATORY BODY: Not Specific

NOTES: No

HOSPCON-OVERSI-AG

REGULATORY BODY: Attorney General

HOSPCON-OVERSI-OT

REGULATORY BODY: Other

HOSPCON-FILING-OT

REGULATORY BODY: Other

AUDITFI-AUDITS-NS

REGULATORY BODY: Not Specific

NOTES: No

AUDITFI-THRESH-NS

REGULATORY BODY: Not Specific

REGILAW-REGIST-NS

REGULATORY BODY: Not Specific

NOTES: NONE

ORGTYPE-RELIGI-NS

REGULATORY BODY: Not Specific

ORGTYPE-SMALLO-NS

REGULATORY BODY: Not Specific

ORGTYPE-EDUCAT-NS

REGULATORY BODY: Not Specific

ORGTYPE-GOVMNT-NS

REGULATORY BODY: Not Specific

ORGTYPE-HOSPIT-NS

REGULATORY BODY: Not Specific

ORGTYPE-VETERA-NS

REGULATORY BODY: Not Specific

ORGTYPE-FNDYES-NS

REGULATORY BODY: Not Specific

ORGTYPE-FNDNOS-NS

REGULATORY BODY: Not Specific

ORGTYPE-CTRUST-NS

REGULATORY BODY: Not Specific

ORGTYPE-PTOEDU-NS

REGULATORY BODY: Not Specific

ORGTYPE-CONGRE-NS

REGULATORY BODY: Not Specific

ORGTYPE-NONSOL-NS

REGULATORY BODY: Not Specific

ORGTYPE-MEMFRA-NS

REGULATORY BODY: Not Specific

ORGTYPE-POLITI-NS

REGULATORY BODY: Not Specific

ORGTYPE-OTHTYP-NS

REGULATORY BODY: Not Specific

WY Code § 17-19-1430

REGULATORY BODY: Not Specific

STATUTE TEXT: 17-19-1430. Grounds for judicial dissolution. (a) The district court may dissolve a corporation: (i) In a proceeding by the attorney general if it is established that: (A) The corporation obtained its articles of incorporation through fraud; (B) The corporation has continued to exceed or abuse the authority conferred upon it by law; (C) The corporation is a public benefit corporation and the corporate assets are being misapplied or wasted; or (D) The corporation is a public benefit corporation and is no longer able to carry out its purposes. (ii) Except as provided in the articles or bylaws of a religious corporation, in a proceeding by fifty (50) members or members holding five percent (5%) of the voting power, whichever is less, or by a director or any person specified in the articles, if it is established that: (A) The directors are deadlocked in the management of the corporate affairs, and the members, if any, are unable to break the deadlock; (B) The directors or those in control of the corporation have acted, are acting or will act in a manner that is illegal, oppressive or fraudulent; (C) The members are deadlocked in voting power and have failed, for a period that includes at least two (2) consecutive annual meeting dates, to elect successors to directors whose terms have, or would otherwise have, expired; (D) The corporate assets are being misapplied or wasted; or (E) The corporation is a public benefit or religious corporation and is no longer able to carry out its purposes. (iii) In a proceeding by a creditor if it is established that: (A) The creditor’s claim has been reduced to judgment, the execution on the judgment returned unsatisfied and the corporation is insolvent; or (B) The corporation has admitted in writing that the creditor’s claim is due and owing and the corporation is insolvent. (iv) In a proceeding by the corporation to have its voluntary dissolution continued under court supervision. (b) Prior to dissolving a corporation, the court shall consider whether: (i) There are reasonable alternatives to dissolution; (ii) Dissolution is in the public interest, if the corporation is a public benefit corporation; and (iii) Dissolution is the best way of protecting the interests of members, if the corporation is a mutual benefit corporation.

NOTES: W.S.1977 § 17-19-1430

WY Code § 17-19-810

REGULATORY BODY: Not Specific

STATUTE TEXT: 17-19-810. Removal of directors by judicial proceeding. (a) The district court of the county where a corporation’s principal office is located, or if none in the county where registered office is located, may remove any director of the corporation from office in a proceeding commenced either by the corporation, its members holding at least ten percent (10%) of the voting power of any class, or the attorney general in the case of a public benefit corporation, if the court finds that: (i) The director engaged in fraudulent or dishonest conduct, or gross abuse of authority or discretion, with respect to the corporation, or a final judgment has been entered finding that the director has violated a duty set forth in W.S. 17-19-830 through 17-19-832; and (ii) Removal is in the best interest of the corporation. (b) The court that removes a director may bar the director from serving on the board for a period prescribed by the court. (c) If members or the attorney general commence a proceeding under subsection (a) of this section, the corporation shall be made a party defendant. (d) If a public benefit corporation or its members commence a proceeding under subsection (a) of this section, they shall give the secretary of state written notice of the proceeding. (e) The articles or bylaws of a religious corporation may limit or prohibit the application of this section.

NOTES: Wyo. Stat. Ann. § 17-19-810

FNDRAZE-COMREG-NS

REGULATORY BODY: Not Specific

FNDRAZE-COUNSL-NS

REGULATORY BODY: Not Specific

FNDRAZE-VENTUR-NS

REGULATORY BODY: Not Specific

FNDRAZE-NOTICE-NS

REGULATORY BODY: Not Specific

FNDRAZE-DDONOR-NS

REGULATORY BODY: Not Specific

FNDRAZE-CNTRCT-NS

REGULATORY BODY: Not Specific

FNDRAZE-ANNUAL-NS

REGULATORY BODY: Not Specific

FNDRAZE-BONDNG-NS

REGULATORY BODY: Not Specific

1 Bifurcation of charitable regulatory body

Bifurcated Regulatory Structure

BIFURCD-BIFURC-NS

Registration Office

BIFURCD-REGIOF-NS

2 Notice, Filing or Review of Transactions

Sale of Assets

WY Code § 17-19-1202

WY Code § 17-19-1202

Mergers

WY Code § 17-19-1102

WY Code § 17-19-1111

WY Code § 17-19-1111

WY Code § 17-19-1102

Certificate of Amendments

REPORTS-AMMEND-AG

WY Code § 17-19-1005

Does the state require annual financial reporting by charitable organizations in addition to filing a copy of the 990 with the regulator (if filing 990 is required)?

REPORTS-FINANC-NS

3 Notice or Action for Dissolutions

Voluntary Dissolutions

WY Code § 17-19-1403

WY Code § 17-19-1403

WY Code § 17-19-1404

Judicial Dissolutions

WY Code § 17-19-1430

WY Code § 17-19-1433

Administrative Dissolutions

WY Code § 17-19-1421

WY Code § 17-19-1420

4 Notice, Oversight or Filing of Hospital Conversions

Has Statute

HOSPCON-STATUT-NS

Requires Notice or Oversight

HOSPCON-OVERSI-AG

HOSPCON-OVERSI-OT

Requires Filing

HOSPCON-FILING-OT

5 Audits

Requires Audit

AUDITFI-AUDITS-NS

Audit Threshold

AUDITFI-THRESH-NS

6 Registration Law

Registration Law

REGILAW-REGIST-NS

7 Exemptions from Registering for Specific Organization Types

Religious Organizations

ORGTYPE-RELIGI-NS

Small organizations

ORGTYPE-SMALLO-NS

Educational Institutions

ORGTYPE-EDUCAT-NS

Governmental Organizations

ORGTYPE-GOVMNT-NS

Hospitals

ORGTYPE-HOSPIT-NS

Veterans organizations

ORGTYPE-VETERA-NS

Foundations

ORGTYPE-FNDYES-NS

Foundations that don’t solicit contributions

ORGTYPE-FNDNOS-NS

Charitable Trusts

ORGTYPE-CTRUST-NS

Parent-Teacher Organizations

ORGTYPE-PTOEDU-NS

Reports to congress

ORGTYPE-CONGRE-NS

Non-soliciting

ORGTYPE-NONSOL-NS

Fraternal/ Membership

ORGTYPE-MEMFRA-NS

Political Orgs

ORGTYPE-POLITI-NS

Other

ORGTYPE-OTHTYP-NS

8 Defined remedies

Dissolution

WY Code § 17-19-1430