17-28-103, a record delivered to the secretary of state for

17-28-103, a record delivered to the secretary of state for filing under this act shall be effective as of the date of filing by the secretary of state.

(e) If the secretary of state refuses to file a record under subsection (a) of this section, the secretary of state shall return it to the filing party or its representative within fifteen (15) days after the record was delivered, together with a brief, written explanation of the reason for the refusal.

17-30-306. Correcting filed record.  (a) A statutory foundation or foreign foundation may deliver to the secretary of state for filing a statement of correction to correct a record if the record contained inaccurate information or a defective signature.

(b) A statement of correction shall:

(i) Describe the record to be corrected, including its filing date, or attach a copy of the record as filed;

(ii) Specify the inaccurate information and the reason the information is inaccurate or the manner in which the signature was defective; and

(iii) Correct the inaccurate information or defective signature.

(c) When filed by the secretary of state, a statement of correction is effective retroactively as of the effective date of the record the statement corrects, except that the statement shall be effective when filed in the context of persons that previously relied on the uncorrected record and would be adversely impacted by retroactive effect.

17-30-307. Liability for inaccurate information in filed record.

(a) If a record delivered to and filed by the secretary of state under this act contains inaccurate information, a person that suffers a loss by relying in good faith on the record may recover damages relating to the loss from the statutory foundation or foreign foundation if:

(i) The record was delivered for filing on behalf of the statutory foundation or foreign foundation; and

(ii) The statutory foundation or foreign foundation had notice of the inaccuracy for a reasonably sufficient time and was able to correct the record in the period of time before the record was relied upon.

(b) An individual who signs a record authorized or required to be filed with the secretary of state under this act shall affirm, under penalty of perjury, that the information stated in the record is accurate.  17-30-308. Certificate of existence.

(a) The secretary of state, upon request and payment of the requisite fee, shall furnish to any person a certificate of existence for a statutory foundation or a foreign foundation.

(b) A certificate of existence shall state:

(i) The name of the statutory or foreign foundation used in this state;

(ii) That the statutory foundation was duly formed under the laws of this state and the date of formation, or that the foreign foundation is registered in this state;

(iii) Whether all fees, taxes and penalties due under this act or under other provisions of law have been paid;

(iv) Whether the most recent annual report required pursuant to W.S. 17-30-703 has been filed by the secretary of state;

(v) Whether the secretary of state has classified the statutory foundation or foreign foundation as delinquent;

(vi) Whether articles of termination were delivered to the secretary of state for filing; and

(vii) Other facts of record maintained by the secretary of state which are specified by the person requesting the certificate of existence.

(c) Subject to any qualification stated in a certificate of existence, a certificate of existence issued by the secretary of state shall be conclusive evidence that the statutory foundation or foreign foundation is in existence.

17-30-309. Operating agreement; scope, function and limitations.

(a) The founders or board of directors of a statutory foundation shall adopt an operating agreement for the foundation as soon as possible after filing articles of formation with the secretary of state.

(b) An operating agreement may contain any provision for managing the business and regulating the affairs of the statutory foundation that is not inconsistent with this act, other provisions of law or the articles of formation of the foundation.

ARTICLE 4 - FOUNDERS

17-30-401. Reservation to founder of power to amend, revoke, restate or terminate.

(a) Subject to subsections (b) and (c) of this section, a founder may reserve the following powers to himself, or a specific number of founders if applicable:

(i) Pursuant to W.S. 17-30-201, the power to amend or restate the articles of formation of a statutory foundation;

(ii) Pursuant to W.S. 17-30-201, the power to amend the purposes of the statutory foundation;

(iii) The power to amend, revoke or restate the terms of the operating agreement of the statutory foundation;

(iv) The power to terminate the statutory foundation.

(b) A founder must expressly reserve those powers specified in paragraphs (a)(i) and (ii) of this section in the articles of formation of the statutory foundation. The founder may expressly reserve those powers specified by paragraphs (a)(iii) and (iv) of this section in the articles of formation.

(c) Unless the articles of formation or operating agreement of a statutory foundation provide otherwise, any powers reserved to a founder in subsection (a) of this section shall lapse on the death, dissolution or termination of the founder.

(d) A founder shall expressly reserve those powers specified in paragraphs (a)(iii) and (iv) of this section in the operating agreement of the statutory foundation.

17-30-402. Protection from founder's successors.

(a) The heirs, spouse or creditors of a founder shall not:

(i) Amend or restate the articles of formation of a statutory foundation;  (ii) Amend the purpose of a statutory foundation, if any;

(iii) Terminate the statutory foundation.

ARTICLE 5 - DIRECTORS AND PROTECTORS

17-30-501. Board of directors.

(a) A statutory foundation shall maintain a board of directors.

(b) Unless the articles of formation or operating agreement of a statutory foundation provide otherwise:

(i) The board of directors of the foundation shall have the authority to exercise all powers of the foundation and to manage foundation affairs;

(ii) The board of directors shall consist of one (1) or more persons;

(iii) One (1) or more founders may be appointed as a director; and

(iv) No director shall simultaneously serve as a director and a protector for the same statutory foundation.

(c) A board of directors shall conduct the affairs of the statutory foundation in accordance with the articles of formation and operating agreement of the statutory foundation, as well as this act and any other applicable provision of law.

(d) Each director shall act:

(i) In good faith; and

(ii) In a manner not opposed to the best interests of the statutory foundation.

(e) An act of a director shall be retroactively valid despite any defect that may be found in:

(i) The appointment of the director; or

(ii) The qualifications of the director.  17-30-502. Liability of directors.

A director is not personally liable for the acts, omissions, obligations, debts or other liabilities of a statutory foundation, whether arising in contract, tort or otherwise.

17-30-503. Protector.

(a) If a statutory foundation has a charitable purpose, the foundation shall maintain a protector in relation to that purpose.

(b) If a statutory foundation has any purpose permitted under this act other than a charitable purpose, then the foundation may have a protector in relation to that purpose.

(c) Except as otherwise provided by law and by W.S. 17-30- 501, a founder or other person may be appointed as the protector of a statutory foundation.

(d) The operating agreement of a statutory foundation may authorize a protector to approve or disapprove any specified action of the board of directors of the statutory foundation.

17-30-504. Protector as a fiduciary.

A protector shall serve as a fiduciary to the extent of authority and duties granted under the terms of the operating agreement.

17-30-505. Liability of protector.

(a) A protector shall not be personally liable for the acts, omissions, debts, obligations or other liabilities of a statutory foundation, whether arising in contract, tort or otherwise.

(i) Repealed by Laws 2021, ch. 98, § 2.

(ii) Repealed by Laws 2021, ch. 98, § 2.

(b) Repealed by Laws 2021, ch. 98, § 2.

(c) Repealed by Laws 2021, ch. 98, § 2.

17-30-506. Conflict of interest transactions.  (a) A sale, encumbrance or other transaction involving the investment or management of the property of the statutory foundation which is entered into by a director or protector for the personal account of the director or protector or which is otherwise affected by a conflict between the fiduciary or personal interests of the director or protector is voidable by a beneficiary affected by the transaction unless:

(i) The transaction was authorized by the terms of the operating agreement;

(ii) The transaction was approved by a court;

(iii) The beneficiary did not commence a judicial proceeding within the time specified by W.S. 4-10-1005;

(iv) The beneficiary consented to the transaction, ratified the transaction or released the director or protector pursuant to W.S. 4-10-1009; or

(v) The transaction involves a contract entered into, or claim acquired by the director or protector, before the person became or contemplated becoming a director or protector.

ARTICLE 6 - BENEFICIARIES

17-30-601. Beneficiaries.

(a) The articles of formation or operating agreement of a statutory foundation may provide for the distribution of property of the foundation to one (1) or more beneficiaries.

(b) Notwithstanding subsection (a) of this section, a beneficiary of a statutory foundation shall not have the right to, or interest in, property of the statutory foundation unless such right or interest arises by express terms stated in the operating agreement of the statutory foundation.

17-30-602. Interests; units and shares.

(a) Repealed by Laws 2021, ch. 98, § 2.

(b) Repealed by Laws 2021, ch. 98, § 2.

(c) No creditor of a beneficiary shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the statutory foundation.

(d) Repealed by Laws 2021, ch. 98, § 2.

(e) Except to the extent otherwise provided in the operating agreement, the transferee of the beneficial interest of a beneficiary in the statutory foundation shall have all the rights and duties of a beneficiary of the statutory foundation, except those provided in subsection (f) of this section.

(f) Except to the extent otherwise provided in the operating agreement, if a beneficiary of a statutory foundation becomes entitled to receive a distribution, the beneficiary has the status of, and is entitled to all remedies available to, a creditor of the statutory foundation with respect to the distribution. The operating agreement may provide for the establishment of record dates with respect to distributions by a statutory foundation.

(g) The operating agreement may authorize the statutory foundation to issue units or shares having the same or separate rights, powers or duties with respect to specified property, payments or other interests of the statutory foundation. The operating agreement may provide the terms or conditions of units or shares issued by the statutory foundation.

(h) A person may receive units or shares issued pursuant to subsection (g) of this section without:

(i) Being or becoming a beneficiary or contributor of the statutory foundation;

(ii) Acquiring any rights or duties of a beneficiary of the statutory foundation; or

(iii) Making or being obligated to make a contribution to the statutory foundation.

(j) No creditor of a holder of units or shares issued by a statutory foundation shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the statutory foundation.

17-30-603. Limitation of transferability of rights. Subject to the operating agreement of the statutory foundation, a beneficial interest in a foundation is transferable.

ARTICLE 7 - RECORDS AND REPORTS

17-30-701. Right to information.

(a) Unless the operating agreement of a statutory foundation provides otherwise, upon written request by a beneficiary, the foundation shall provide, within a reasonable time, a copy of the operating agreement of the foundation to the beneficiary. Information regarding beneficiaries other than the beneficiary making a request under this section may be redacted.

(b) Upon written request by a protector, a statutory foundation shall provide all information requested by the protector within a reasonable time. After the death of the last founder of a statutory foundation and if there is no protector, the foundation shall provide all information requested by a beneficiary within a reasonable time, upon written request by a beneficiary.

(c) Except as otherwise provided in this section, no beneficiary shall have the right to receive information related to the administration, operation or affairs of a statutory foundation.

17-30-702. Recordkeeping and identification of statutory foundation property.

(a) The board of directors of a statutory foundation shall keep and maintain adequate records regarding the administration of the foundation.

(b) The board of directors of a statutory foundation may invest property of two (2) or more statutory foundations as a whole as long as the board maintains clear records indicating the respective interests of each foundation.

17-30-703. Annual report for secretary of state.

(a) Every statutory foundation formed under the laws of this state and every foreign foundation that obtains a certificate of registration shall file an annual report, under penalty of perjury, with the secretary of state on or before the first day of the month of formation. The annual report shall contain the address of the principal office of the statutory foundation or the foreign foundation.

(b) If an annual report does not contain the information required by this section, the secretary of state shall promptly notify the reporting statutory foundation or foreign foundation in writing and return the annual report for correction.

(c) Every statutory foundation formed under the laws of this state and every foreign foundation registered in this state shall preserve annual reports at its principal office for three (3) years after submission to the secretary of state.

17-30-704. Fees; annual fee.

(a) The secretary of state shall collect the following fees from statutory foundations and foreign statutory foundations:

(i) Filing the original articles of formation or issuing a certificate of authority for a foreign statutory foundation, a fee of two hundred fifty dollars ($250.00);

(ii) Filing amended articles of formation, a fee of one hundred dollars ($100.00);

(iii) Filing the annual report required under W.S.