17-10-253.

17-10-253.

17-10-203. Filing fee; rules and regulations; annual reports and license taxes.

(a) Unless otherwise provided, the filing fee for documents filed under this article with the secretary of state shall be subject to the provisions of W.S. 17-16-122. The secretary of state shall promulgate rules and regulations necessary to implement the provisions of this article.

(b) The provisions of W.S. 17-16-1630 regarding the filing of reports, license taxes and records shall apply to cooperatives formed under this article.

17-10-204. Registered agent; change of registered office or registered agent.

(a) Each cooperative shall have and continuously maintain in this state:

(i) A registered office as provided in W.S. 17-28-101 through 17-28-111;

(ii) A registered agent as provided in W.S. 17-28-101 through 17-28-111.

(b) Repealed by Laws 2008, Ch. 90, § 3.

(c) Repealed by Laws 2008, Ch. 90, § 3.  (d) Repealed by Laws 2008, Ch. 90, § 3

(e) If any cooperative has failed for thirty (30) days to appoint and maintain a registered agent in this state, or has failed for thirty (30) days after change of its registered office or registered agent to file in the office of the secretary of state a statement of the change it shall be deemed to be transacting business within this state without authority and to have forfeited any franchises, rights or privileges acquired under the laws thereof and the forfeiture shall be made effective in the following manner. The secretary of state shall provide by first class mail or by electronic means a notice of its failure to comply with aforesaid provisions. Unless compliance is made within thirty (30) days of mailing or electronic submission of the notice, the cooperative shall be deemed defunct and to have forfeited its certificate of organization acquired under the laws of this state. Provided, that any defunct cooperative may at any time within two (2) years after the forfeiture of its certificate, in the manner herein provided, 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 one hundred dollars ($100.00). The reinstatement fee shall not exceed the costs of providing the reinstatement service. The cooperative shall retain its registered name during the two (2) year reinstatement period under this section.

(f) The provisions of W.S. 17-28-101 through 17-28-111 shall apply to all cooperatives.

17-10-205. Organizational purpose.

A cooperative may be formed and organized on a cooperative plan as provided under this article to market, process, or otherwise change the form or marketability of crops, livestock and other agricultural products, including manufacturing and further processing of those products and other purposes that are necessary or convenient to facilitate the production or marketing of agricultural products by patron members and other purposes that are related to the business of the cooperative.

17-10-206. Organizers.

A cooperative may be organized by one (1) or more organizers who shall be adult natural persons, who may act for themselves as individuals or as the agents of other entities. The organizers forming the cooperative need not be members of the cooperative.

17-10-207. Cooperative name.

(a) The name of a cooperative shall distinguish the cooperative upon the records in the office of the secretary of state from the name of a domestic business entity or a foreign business entity, authorized or registered to do business in this state or a name the right to which is, at the time of organization, reserved or provided for by law.

(b) The cooperative name shall be reserved for the cooperative during its existence.

17-10-208. Articles of organization.

(a) The organizers shall prepare the articles, which shall include:

(i) The name of the cooperative;

(ii) The purpose of the cooperative;

(iii) The principal place of business for the cooperative and the name and address of its registered agent in this state;

(iv) The period of duration for the cooperative, if the duration is not to be perpetual;

(v) The capital structure of the cooperative including a statement of the classes and relative rights, preferences, and restrictions granted to or imposed upon each class of member interests, the rights to share in profits or distributions of the cooperative, and the authority to issue member interests, which may be designated to be determined by the board;

(vi) A provision designating the voting and governance rights, including which membership interests have voting power and any limitations or restrictions on the voting power, which shall be in accordance with the provisions of this article;

(vii) A statement that patron membership interests with voting power shall be restricted to one (1) vote for each member regardless of the amount of patron membership interests held in the affairs of the cooperative or a statement describing the allocation of voting power allocated as prescribed in this article;

(viii) A statement that membership interests held by a member are transferable only with the approval of the board or as provided in the bylaws;

(ix) The names, post office addresses, and terms of office of the directors of the first board;

(x) A statement as to how profits and losses will be allocated and cash will be distributed between patron membership interests collectively and nonpatron membership interests collectively, a statement that net income allocated to a patron membership interests as determined by the board in excess of dividends and additions to reserves shall be distributed on the basis of patronage, and that the records of the cooperative shall include the interests of patron membership interests and nonpatron membership interests which may be further described in the bylaws, of any classes, and in the reserves; and

(xi) The registered address of the cooperative.

(b) The articles shall contain the provisions in subsection (a) of this section, except that the names, post office addresses of the directors of the first board may be omitted after their successors have been elected by the members or the articles are amended in their entirety.

(c) The articles may contain any other lawful provision.

(d) The articles shall be signed by the organizers.

(e) The original articles shall be filed with the secretary of state. The fee for filing the articles with the secretary of state shall be subject to the provisions of W.S.