17-19-202, each corporation organized under this act shall

17-19-202, each corporation organized under this act shall state, in its articles, that it is a cooperative utility.

(b) Each corporation incorporating under this act shall be considered a mutual benefit corporation and shall be subject to provisions governing mutual benefit corporations found in the Wyoming Nonprofit Corporation Act, except as provided in this act.

ARTICLES 3 - RESERVED

ARTICLES 4 - RESERVED

ARTICLES 5 - RESERVED

ARTICLE 6 - MEMBERS AND MEMBERSHIPS

A. Admission of Members

17-20-601. Admission.  (a) No person who is not an incorporator shall become a member of a cooperative utility unless the person agrees to use the services furnished by the cooperative utility on a continuing basis when such services shall be available through its facilities. The bylaws may provide that any person, including an incorporator, shall cease to be [a] member of the cooperative utility if the member fails or refuses to use the services made available by the cooperative utility, or if services are not made available to the member by the cooperative utility within the specified time after the person has become a member.

(b) The bylaws may prescribe additional qualifications and limitations in respect to membership.

17-20-602. Reserved.

17-20-603. Requirement of members.

A cooperative utility is required to have members.

ARTICLE 7 - MEMBERS' MEETINGS AND VOTING

A. [Reserved]

B. Voting

17-20-720. Reserved.

17-20-721. Reserved.

17-20-722. Quorum requirements.

Except for member votes on mergers, consolidations, sale or disposition of assets, and dissolutions, ten percent (10%) of all members of the cooperative utility present in person or by proxy or one hundred (100) members present in person, whichever is fewer, shall constitute a quorum for the transaction of business at all meetings of the members. If less than a quorum is present at any meeting, a majority of those present in person shall adjourn the meeting, but may reschedule the meeting with further notice.

17-20-723. Reserved.

17-20-724. Reserved.  17-20-725. Reserved.

17-20-726. Reserved.

17-20-727. Reserved.

17-20-728. Election of directors.

The bylaws may provide that the territory in which a cooperative utility supplies service to its members shall be divided into two (2) or more director districts, and in respect to each such director district shall describe the boundaries thereof and designate the number of directors that shall be elected by the members residing therein.

17-20-729. Amendment of bylaws.

(a) Notwithstanding W.S. 17-19-1021(a)(i) and (ii), a cooperative utility may amend its bylaws not inconsistent with its articles of incorporation by a two-thirds (2/3) vote of the board of directors after notice as required by this section.

(b) A cooperative utility shall provide notice of any meeting of the board of directors at which an amendment proposed under subsection (a) of this section is to be voted upon at least thirty (30) days before the meeting. The notice shall:

(i) State that a purpose of the meeting is to consider a proposed amendment to the bylaws;

(ii) Contain or be accompanied by a copy or summary of the amendment;

(iii) Be fair and reasonable. Fair and reasonable notice includes, but is not limited to, advertisement in a newspaper of general circulation within the cooperative utility's service area and direct mailings to members such as in a bill or other communication.

ARTICLES 8 - RESERVED

ARTICLES 9 - RESERVED

ARTICLES 10 - RESERVED

ARTICLE 11 - MERGER AND CONSOLIDATION  A. Merger

17-20-1101. Reserved.

17-20-1102. Reserved.

17-20-1103. Merger of 2 or more cooperative utilities.

Unless this act, the articles, bylaws or the board of directors or members, acting pursuant to W.S. 17-19-1103(c) require a greater vote, a plan of merger involving two (2) or more cooperative utilities to be adopted shall be approved as provided by W.S. 17-19-1103(a)(i) and (iii) and by the affirmative vote of not less than a majority of all of the members of each of the merging cooperative utilities.

17-20-1104. Reserved.

17-20-1105. Reserved.

17-20-1106. Merger with entity other than a cooperative utility.

(a) A cooperative utility may merge with any entity if:

(i) The merger is permitted by the law of the state or country under whose law the entity is organized and existing and each entity complies with that law in effecting the merger;

(ii) The entity complies with W.S. 17-19-1104 if it is the surviving corporation or entity;

(iii) The merger is approved by the affirmative vote of not less than two-thirds (2/3) of all of the members of the cooperative utility; and

(iv) The provisions in W.S. 17-20-1201 are met.

B. Consolidation

17-20-1110. Reserved.

17-20-1111. Reserved.

17-20-1112. Consolidation of 2 or more cooperative utilities. Unless this act, the articles, bylaws or the board of directors or members, acting pursuant to W.S. 17-19-1112(c) require a greater vote, a plan of consolidation involving two (2) or more cooperative utilities to be adopted shall be approved as provided by W.S. 17-19-1112(a)(i) and (iii) and by the affirmative vote of not less than a majority of all of the members of each of the consolidating cooperative utilities.

17-20-1113. Reserved.

17-20-1114. Reserved.

17-20-1115. Consolidation with entity other than a cooperative utility.

(a) A cooperative utility may consolidate with any entity if:

(i) The consolidation is permitted by the law of the state or country under whose law the entity is organized and existing and each entity complies with that law in effecting the consolidation;

(ii) The entity complies with 17-19-1113 if it is the new corporation or entity;

(iii) The consolidation is approved by the affirmative vote of not less than two-thirds (2/3) of all of the members of the cooperative utilities; and

(iv) The provisions in W.S. 17-20-1201 are met.

ARTICLE 12 - SALE OR ENCUMBRANCE OF ASSETS

17-20-1201. Sale or disposition of assets of a cooperative utility.

(a) A cooperative utility shall not sell, lease or otherwise dispose of all or any substantial portion of its property, when the action is not in the regular course of activities, except as provided in this section.

(b) Before a meeting is held to vote on approval of disposition of all or a substantial portion of cooperative utility property, the board of directors shall:  (i) Have the proposed disposition analyzed with respect to the effect on rates for utility services and the equity position of members. The analyses shall be performed by at least two (2) independent analysts with experience in utility rate setting and valuation of utility property;

(ii) Notify all cooperative utility members, at least ninety (90) days in advance, of a meeting to vote on disposition of cooperative utility property, enclosing a summary of the proposals for disposition of the property with the notice, and make available to any member the full proposal for inspection and copying at the principal office of the cooperative utility; and

(iii) The cooperative utility shall mail to all members of the cooperative utility a summary of any alternate purchase proposals that have been submitted within thirty (30) days of the meeting date, and make available to any member the full proposal for inspection and copying at the principal office of the cooperative utility.

(c) A two-thirds (2/3) affirmative vote of all the members of the cooperative utility is required for any sale or disposition under this article.

(d) This section is subject to the contractual obligations of the cooperative utility with power suppliers and other third parties.

17-20-1202. Mortgage or encumbrance of assets of a cooperative utility.

(a) The board of directors, without authorization by the members, shall have full power and authority:

(i) To borrow monies from any source and in such amounts as the board may from time to time determine; and

(ii) To mortgage or otherwise pledge or encumber any or all of the cooperative utility's properties or assets as security therefor.

ARTICLE 13 - DISTRIBUTIONS TO MEMBERS

17-20-1301. Patronage capital contributions, allocations and refunds; deposits and advance payments.  (a) Cooperative utilities organized under this act may make distributions to members in the form of patronage capital contributions, allocations and refunds. The bylaws shall provide for patronage capital contributions, allocations and refunds. Refunds may be made only at the discretion of the board of directors.

(b) Any patronage capital that has been retired, returned, refunded or tendered to a member of a cooperative that has remained unclaimed by the person appearing on the records of the cooperative entitled thereto for more than two (2) years, shall be determined to be unclaimed. Notwithstanding any other provision of law, including provisions pertaining to unclaimed property, unclaimed patronage capital shall be used by the cooperative for the benefit of the general membership of the cooperative.

(c) Notwithstanding W.S. 34-24-109 and any other provision of law, any deposit or advance payment that has been refunded, including any interest thereon, that has not been claimed by the member appearing on the records of the cooperative for more than five (5) years and for which the cooperative has made good faith efforts to deliver to the member shall be determined to be unclaimed. Notwithstanding any other provision of law, including provisions pertaining to unclaimed property, unclaimed refunds for deposits or advance payments shall be used by the cooperative utility for the benefit of the general membership of the cooperative. The right of an owner to unclaimed refunds for deposits or advance payments held by a cooperative utility is extinguished when the unclaimed refunds are used by the cooperative utility for the benefit of its general membership in accordance with this subsection. Nothing in this subsection precludes a cooperative utility from refunding subsequently claimed funds at the cooperative utility's discretion.

ARTICLE 14 - DISSOLUTION

A. Voluntary Dissolution

17-20-1401. Reserved.

17-20-1402. Dissolution by directors, members and third persons.

Unless this act, the articles, bylaws or the board of directors or members, acting pursuant to W.S. 17-19-1402(c) require a greater vote, dissolution is authorized if it is approved as provided by W.S. 17-19-1402(a)(i) and (iii) and by the affirmative vote of not less than two-thirds (2/3) of all of the members of the cooperative utility.

ARTICLES 15 - RESERVED

ARTICLES 16 - RESERVED

ARTICLES 17 - RESERVED

ARTICLE 18 - TRANSITION PROVISIONS

17-20-1801. Application.

This act applies to all cooperative utilities, including rural electric associations, whether formed before the effective date of this act or not.

CHAPTER 21 - UNIFORM PARTNERSHIP ACT

ARTICLE 1 - GENERAL PROVISIONS

17-21-101. Definitions.

(a) In this chapter:

(i) "Business" includes every trade, occupation and profession;

(ii) "Chief executive office" means the principal operating headquarters and the primary offices of the chief executive officer;

(iii) "Debtor in bankruptcy" means a person who is the subject of:

(A) An order for relief under title 11 of the United States Code or a comparable order under a successor statute of general application; or

(B) A comparable order under federal or state law governing insolvency.

(iv) "Distribution" means a transfer of cash or other property from a partnership to a partner in the partner's capacity as a partner, or to the partner's transferee;  (v) "Foreign registered limited liability partnership" means a partnership or association formed under, or pursuant to an agreement governed by, the laws of any state or jurisdiction other than this state that is registered as a limited liability partnership under the laws of the other jurisdiction;

(vi) "Partnership" means an association of two (2) or more persons to carry on as coowners a business for profit formed under W.S. 17-21-202, predecessor law, or comparable law of another jurisdiction, and includes for all purposes of the laws of this state, a registered limited liability partnership;

(vii) "Partnership agreement" means an agreement, written or oral, among the partners concerning the partnership;

(viii) "Partnership at will" means a partnership in which the partners have not agreed to remain partners until the expiration of a definite term or the completion of a particular undertaking;

(ix) "Person" means an individual, corporation, business trust, estate, trust, partnership, association, joint venture, government, governmental subdivision, agency or instrumentality or any other legal or commercial entity;

(x) "Property" means all property, real, personal or mixed, tangible or intangible, or any interest therein;

(xi) "Registered limited liability partnership" means a partnership formed pursuant to an agreement governed by the laws of this state, registered under W.S. 17-21-1101 and complying with W.S. 17-21-1103;

(xii) "State" means a state of the United States, the District of Columbia, the commonwealth of Puerto Rico or any territory or insular possession subject to the jurisdiction of the United States;

(xiii) "Statement" means a statement of partnership authority under W.S. 17-21-303, a statement of denial under W.S.