Title 17 · WY
17-19-822(c). The notice shall also state that the purpose, or
Citation: Wyo. Stat. § 17-19-822
Section: 17-19-822
17-19-822(c). The notice shall also state that the purpose, or one (1) of the purposes, of the meeting is to consider dissolution of the corporation and contain or be accompanied by a copy or summary of the plan of dissolution.
(c) The board may condition its submission of the proposed dissolution, and the members may condition their approval of the dissolution on receipt of a higher percentage of affirmative votes or on any other basis. (d) If the board seeks to have dissolution 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 dissolving the corporation and contain or be accompanied by a copy or summary of the plan of dissolution.
(e) If the board seeks to have dissolution 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 the plan of dissolution.
(f) The plan of dissolution shall indicate to whom the assets owned or held by the corporation will be distributed after all creditors have been paid.
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.
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.
17-19-1405. Revocation of dissolution.
(a) A corporation may revoke its dissolution within one hundred twenty (120) days of its effective date. (b) Revocation of dissolution shall be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by action of the board of directors alone, in which event the board of directors may revoke the dissolution without action by the members or any other person.
(c) After the revocation of dissolution is authorized, the corporation may revoke the dissolution by delivering to the secretary of state for filing articles of revocation of dissolution, together with a copy of its articles of dissolution, that set forth:
(i) The name of the corporation;
(ii) The effective date of the dissolution that was revoked;
(iii) The date that the revocation of dissolution was authorized;
(iv) If the corporation's board of directors, or incorporators, revoked the dissolution, a statement to that effect;
(v) If the corporation's board of directors revoked a dissolution authorized by the members alone or in conjunction with another person or persons, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization; and
(vi) If member or third person action was required to revoke the dissolution, the information required by W.S.