Title 17 · WY

17-19-125 and reserve the name for the applicant's exclusive use

Citation: Wyo. Stat. § 17-19-125

Section: 17-19-125

17-19-125 and reserve the name for the applicant's exclusive use for a nonrenewable one hundred twenty (120) day period.

(b) The owner of a reserved corporate name may transfer the reservation to another person by delivering to the secretary of state a manually signed notice of the transfer that states the name and address of the transferee. ARTICLE 5 - OFFICE AND AGENT

17-19-501. Registered office and registered agent.

(a) Each corporation shall continuously maintain in this state:

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

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

(A) Repealed by Laws 2008, Ch. 90, § 3.

(B) Repealed by Laws 2008, Ch. 90, § 3.

(b) The provisions of W.S. 17-28-101 through 17-28-111 shall apply to all nonprofit corporations.

17-19-502. Repealed by Laws 2008, Ch. 90, § 3.

17-19-503. Repealed by Laws 2008, Ch. 90, § 3.

17-19-504. Repealed by Laws 2008, Ch. 90, § 3.

ARTICLE 6 - MEMBERS AND MEMBERSHIPS

A. Admission of Members

17-19-601. Admission.

(a) The articles or bylaws may establish criteria or procedures for admission of members.

(b) No person shall be admitted as a member without his consent.

17-19-602. Consideration.

Except as provided in its articles or bylaws, a corporation may admit members for no consideration or for any consideration as is determined by the board.

17-19-603. No requirement of members. A corporation is not required to have members.

B. Types of Memberships ‑ Members' Rights and Oblications

17-19-610. Differences in rights and obligations of members.

All members shall have the same rights and obligations with respect to voting, dissolution, redemption and transfer, unless the articles or bylaws establish classes of membership with different rights or obligations. All members shall have the same rights and obligations with respect to any other matters, except as set forth in or authorized by the articles or bylaws.

17-19-611. Transfers.

(a) Except as set forth in or authorized by the articles or bylaws, no member of a mutual benefit corporation may transfer a membership or any right arising therefrom.

(b) No member of a public benefit or religious corporation may transfer a membership or any right arising therefrom.

(c) Where transfer rights have been provided, no restriction on them shall be binding with respect to a member holding a membership issued prior to the adoption of the restriction unless the restriction is approved by the members and the affected member.

17-19-612. Member's liability to third parties.

A member of a corporation is not, as such, personally liable for the acts, debts, liabilities or obligations of the corporation.

17-19-613. Member's liability for dues, assessments and fees.

A member may become liable to the corporation for dues, assessments or fees as a condition for remaining a member. An article, bylaw or corporate resolution authorizing dues, assessments or fees is not, by itself, sufficient to impose liability without the consent or acquiescence of the member.

17-19-614. Creditor's action against member. (a) No proceeding may be brought by a creditor to reach the liability, if any, of a member to the corporation unless final judgment has been rendered in favor of the creditor against the corporation and execution has been returned unsatisfied in whole or in part or unless such proceeding would be useless.

(b) All creditors of the corporation, with or without reducing their claims to judgment, may intervene in any creditor's proceeding brought under subsection (a) of this section to reach and apply unpaid amounts due the corporation. Any or all members who owe amounts to the corporation may be joined in such proceeding.

C. Resignation and Termination

17-19-620. Resignation.

(a) A member may resign at any time.

(b) The resignation of a member does not relieve the member from any obligations the member may have to the corporation as a result of obligations incurred or commitments made prior to resignation.

17-19-621. Termination, expulsion and suspension.

(a) No member of a public benefit or mutual benefit corporation may be expelled or suspended, and no membership or memberships in such corporations may be terminated or suspended except pursuant to a procedure that is fair and reasonable and is carried out in good faith.

(b) A procedure is fair and reasonable when either:

(i) The articles or bylaws set forth a procedure that provides:

(A) Not less than fifteen (15) days prior written notice of the expulsion, suspension or termination and the reasons therefor; and

(B) An opportunity for the member to be heard, orally or in writing, not less than five (5) days before the effective date of the expulsion, suspension or termination by a person or persons authorized to decide that the proposed expulsion, termination or suspension not take place; or (ii) It is fair and reasonable taking into consideration all of the relevant facts and circumstances.

(c) Any written notice given by mail shall be given by first class, return receipt requested, sent to the last address of the member shown on the corporation's records.

(d) Any proceeding challenging an expulsion, suspension or termination, including a proceeding in which defective notice is alleged, shall be commenced within one (1) year after the effective date of the expulsion, suspension or termination.

(e) A member who has been expelled or suspended may be liable to the corporation for dues, assessments or fees as a result of obligations incurred or commitments made prior to expulsion or suspension.

17-19-622. Purchase of memberships.

(a) A public benefit or religious corporation may not purchase any of its memberships or any right arising therefrom.

(b) A mutual benefit corporation may purchase the membership of a member who resigns or whose membership is terminated for the amount and pursuant to the conditions set forth in or authorized by its articles or bylaws. No payment shall be made in violation of article 13 of this act.

D. Derivative Suits

17-19-630. Derivative suits.

(a) A proceeding may be brought in the right of a domestic or foreign corporation to procure a judgment in its favor by:

(i) Any member or members having five percent (5%) or more of the voting power or by fifty (50) members, whichever is less; or

(ii) Any director.

(b) In any proceeding under this section, each complainant shall be a member or director at the time of bringing the proceeding. (c) A complaint in a proceeding brought in the right of a corporation shall be verified and allege with particularity the demand made, if any, to obtain action by the directors and either why the complainants could not obtain the action or why they did not make the demand. If a demand for action was made and the corporation's investigation of the demand is in progress when the proceeding is filed, the court may stay the suit until the investigation is completed.

(d) On termination of the proceeding the court may require the complainants to pay any defendant's reasonable expenses, including counsel fees, incurred in defending the suit if it finds that the proceeding was commenced frivolously or in bad faith.

(e) If the proceeding on behalf of the corporation results in the corporation taking some action requested by the complainants or otherwise was successful, in whole or in part, or if anything was received by the complainants as the result of a judgment, compromise or settlement of an action or claim, the court may award the complainants reasonable expenses, including counsel fees.

(f) The complainants shall notify the secretary of state within ten (10) days after commencing any proceeding under this section if the proceeding involves a public benefit corporation or assets held in charitable trust by a mutual benefit corporation. The secretary of state shall then notify the attorney general.

D. Delegates

17-19-640. Delegates.

(a) A corporation may provide in its articles or bylaws for delegates having some or all of the authority of members.

(b) The articles or bylaws may set forth provisions relating to:

(i) The characteristics, qualifications, rights, limitations and obligations of delegates including their selection and removal;

(ii) Calling, noticing, holding and conducting meetings of delegates; and (iii) Carrying on corporate activities during and between meetings of delegates.

ARTICLE 7 - MEMBERS' MEETINGS AND VOTING

A. Meetings and Action without Meetings

17-19-701. Annual and regular meetings.

(a) A corporation with members shall hold a membership meeting annually at a time stated in or fixed in accordance with the bylaws.

(b) A corporation with members may hold regular membership meetings at the times stated in or fixed in accordance with the bylaws.

(c) Annual and regular membership meetings may be held in or out of this state at the place stated in or fixed in accordance with the bylaws. If no place is stated in or fixed in accordance with the bylaws, annual and regular meetings shall be held at the corporation's principal office.

(d) At the annual meeting:

(i) The president and chief financial officer shall report on the activities and financial condition of the corporation; and

(ii) The members shall consider and act upon such other matters as may be raised consistent with the notice requirements of W.S. 17-19-705 and 17-19-723(b).

(e) At regular meetings the members shall consider and act upon such matters as may be raised consistent with the notice requirements of W.S. 17-19-705 and 17-19-723(b).

(f) The failure to hold an annual or regular meeting at a time stated in or fixed in accordance with a corporation's bylaws does not affect the validity of any corporate action.

17-19-702. Special meeting.

(a) A corporation with members shall hold a special meeting of members: (i) On call of its board or the person or persons authorized to do so by the articles or bylaws; or

(ii) Except as provided in the articles or bylaws of a religious corporation if the holders of at least five percent (5%) of the voting power of any corporation sign, date, and deliver to any corporate officer one (1) or more written demands for the meeting describing the purpose or purposes for which it is to be held.

(b) The close of business on the 30th day before delivery of the demand or demands for a special meeting to any corporate officer is the record date for the purpose of determining whether the five percent (5%) requirement of subsection (a) of this section has been met.