17-19-120, the secretary of state shall file it.

17-19-120, the secretary of state shall file it.

(b) The secretary of state files a document by stamping or otherwise endorsing "Filed," together with his name and official title and the date and the time of filing, on both the original and copy of the document and on the receipt for the filing fee. After filing a document, except as provided in W.S. 17-28-103, the secretary of state shall deliver the document copy, with the filing fee receipt (or acknowledgment of receipt if no fee is required) attached, to the domestic or foreign corporation or its representative. The secretary of state, in his discretion, may issue a certificate evidencing the filing of a document upon the payment of the requisite fee.

(c) If the secretary of state refuses to file a document he shall return it to the domestic or foreign corporation or its representative within fifteen (15) days after the document was delivered, together with a brief, written explanation of the reason or reasons for his refusal.

(d) The secretary of state's duty to file documents under this section is ministerial. Filing or refusal to file a document does not:

(i) Affect the validity or invalidity of the document in whole or in part;

(ii) Relate to the correctness or incorrectness of information contained in the document; or

(iii) Create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect.

17-19-126. Appeal from secretary of state's refusal to file document.

(a) If the secretary of state refuses to file a document delivered to his office for filing, the domestic or foreign corporation may, within thirty (30) days after the return of the document, appeal the refusal to the district court of the county where the corporation's principal office is located in the state or, if the corporation does not have a principal office in the state, the district court of the county where its registered office is or will be located, or the district court of the county of residence of an incorporator for a domestic corporation, or in the district court of Laramie county. The appeal is commenced by petitioning the court to compel filing the document and by attaching to the petition the document and the secretary of state's explanation of his refusal to file.  (b) The court may summarily order the secretary of state to file the document or take other action the court considers appropriate.

(c) The court's final decision may be appealed as in other civil proceedings.

17-19-127. Evidentiary effect of copy of filed document.

A certificate attached to a copy of a document filed by the secretary of state, bearing his signature (which may be in facsimile) and the seal of this state, is conclusive evidence that the original document is on file with the secretary of state.

17-19-128. Certificate of existence.

(a) Any person may apply to the secretary of state to furnish a certificate of existence for a domestic or foreign corporation.

(b) The certificate of existence sets forth:

(i) The domestic corporation's corporate name or the foreign corporation's corporate name used in this state;

(ii) That:

(A) The domestic corporation is duly incorporated under the law of this state, the date of its incorporation, and the period of its duration if less than perpetual; or

(B) The foreign corporation is authorized to transact business in this state.

(iii) That all fees, taxes and penalties owed to this state have been paid, if:

(A) Payment is reflected in the records of the secretary of state; and

(B) Nonpayment affects the good standing of the domestic or foreign corporation.

(iv) That its most recent annual report required by W.S. 17-19-1630 has been delivered to the secretary of state;  (v) That articles of dissolution have not been filed; and

(vi) Other facts of record in the office of the secretary of state that may be requested by the applicant.

(c) Subject to any qualification stated in the certificate, a certificate of existence issued by the secretary of state may be relied upon as conclusive evidence that the domestic or foreign corporation is in existence or is authorized to transact business in this state.

(d) The term "certificate of existence" is synonymous with the term "certificate of good standing."

17-19-129. Repealed By Laws 2014, Ch. 65, § 2.

C. Secretary of State

17-19-130. Powers.

The secretary of state has the power reasonably necessary to perform the duties required of him by this act. The secretary of state shall promulgate reasonable forms, rules and regulations necessary to carry out the purposes of this act.

D. Definitions

17-19-140. General definitions.

(a) As used in this act:

(i) "Approved by (or approval by) the members" means approved or ratified by the affirmative vote of a majority of the votes represented and voting at a duly held meeting at which a quorum is present (which affirmative votes also constitute a majority of the required quorum) or by a written ballot or written consent in conformity with this act or by the affirmative vote, written ballot or written consent of such greater proportion, including the votes of all the members of any class, unit or grouping as may be provided in the articles, bylaws or this act for any specified member action;

(ii) "Articles of incorporation" or "articles" include amended and restated articles of incorporation and articles of merger;  (iii) "Board" or "board of directors" means the board of directors except that no person or group of persons are the board of directors because of powers delegated to that person or group pursuant to W.S. 17-19-801, and includes any person or group under whose authority corporate powers are exercised and under whose direction the affairs of the corporation are managed, regardless of the name of the person or group whether it be trustees, regents, overseers or some other name;

(iv) "Bylaws" means the code or codes of rules (other than the articles) adopted pursuant to this act for the regulation or management of the affairs of the corporation irrespective of the name or names by which such rules are designated;

(v) "Certificate of existence" means a certificate issued pursuant to W.S. 17-19-128;

(vi) "Class" refers to a group of memberships which have the same rights with respect to voting, dissolution, redemption and transfer. For the purpose of this section, rights shall be considered the same if they are determined by a formula applied uniformly;

(vii) "Corporation" means public benefit, mutual benefit and religious corporation;

(viii) "Delegates" means those persons elected or appointed to vote in a representative assembly for the election of a director or directors or on other matters;

(ix) "Deliver" includes mail;

(x) "Directors" means individuals, designated in the articles or bylaws or elected by the incorporators, and their successors and individuals elected or appointed by any other name or title to act as members of the board;

(xi) "Distribution" means the payment of a dividend or any part of the income or profit of a corporation to its members, directors or officers;

(xii) "Domestic corporation" means a corporation;

(xiii) "Effective date of notice" is defined in W.S.