17-28-108 or following notification by the registered agent.

17-28-108 or following notification by the registered agent.

(j) The secretary of state may classify a statutory foundation as delinquent and as awaiting forfeiture of its articles of formation at the time the secretary of state mails or electronically submits any notice required under this section to the foundation.

17-30-905. Appeal from rejection of reinstatement.

Appeals from decisions of the secretary of state made under this act shall occur as provided in W.S. 17-16-1423.

17-30-906. Distribution upon termination.

Upon the occurrence of an event terminating a statutory foundation, including forfeiture under this section, the board of directors shall proceed expeditiously to distribute the property of the foundation as provided in the articles of formation or the operating agreement of the foundation.

ARTICLE 10 - JUDICIAL PROCEEDINGS

17-30-1001. Role of court in administration.

(a) The court may intervene in the administration of a statutory foundation only to the extent its jurisdiction is invoked as provided in this act or as otherwise provided by law.

(b) A statutory foundation is not subject to continuing judicial supervision unless ordered by a court.  (c) A civil proceeding to approve or disapprove a proposed decision or transaction of a statutory foundation may be commenced by the board of directors of the foundation.

17-30-1002. Power of court to give directions.

(a) Upon application to the court by a founder, protector or statutory foundation, the court may issue a declaratory judgment regarding the following:

(i) The meaning and effect of a provision in the articles of formation or operating agreement of the foundation;

(ii) The administration of the property or purpose of the foundation;

(iii) The function of the board of directors of the foundation;

(iv) Such other matters as determined by the court to be relevant to the statutory foundation and its purpose.

(b) If there is no express power to amend the purpose of a statutory foundation in the articles of formation, then a founder or the protector may apply to a court for an order to amend the purpose stated in the articles of formation in accordance with the probable intent of the founder and subject to the following:

(i) The purpose stated in the articles of formation has been fulfilled;

(ii) The purpose stated in the articles of formation cannot be carried out in accordance with the intent of the founder;

(iii) The purpose stated in the articles of formation provides a use for only part of the property of the foundation;

(iv) The purpose stated in the articles of formation cannot be completed or no longer exists.

17-30-1003. Sealing and availability of documents.

Except for information that is otherwise publicly available, the privacy of persons who have organized a statutory foundation shall be protected in any judicial proceeding. A filed document or court order issued concerning a statutory foundation shall be sealed and shall not be made a part of the public record of the proceeding except as otherwise required by law. A filed document or court order issued shall be available to the court, a founder, the board of directors, a protector, the attorney of any of the persons specified in this section and any other interested person as the court may order upon a showing of need.

ARTICLE 11 - CONTINUANCE AND TRANSFER

17-30-1101. Continuance.

(a) Consistent with subsection (d) of this section, a foreign foundation organized under the laws of a foreign jurisdiction may apply to the secretary of state for registration under this act, upon acknowledgement by the foreign jurisdiction that the domicile of the foreign foundation in that jurisdiction has terminated.

(b) The secretary of state may issue a certificate of registration upon receipt of an application supported by articles of continuance specified by subsection (e) of this section together with the other statements, information and documents required by this section.

(c) Upon issuance of a certificate of registration by the secretary of state, the foreign foundation shall continue to operate under the laws of this state as if the foreign foundation had been organized as a statutory foundation in this state. The secretary of state may impose limitations or conditions on a certificate of registration as appropriate.

(d) The secretary of state shall cause notice of issuance of a certificate of registration to be given to the proper officer of the foreign jurisdiction in which the foreign foundation was previously organized.

(e) Articles of continuance filed with the secretary of state by a foreign foundation under this section shall contain:

(i) A certified copy of the original articles of formation of the foundation, including any amendments thereto, or its equivalent basic charter or other authorization;

(ii) The name of the foreign foundation and the foreign jurisdiction in which the foundation was lawfully organized;  (iii) The date of organization of the foreign foundation in the foreign jurisdiction;

(iv) The principal mailing address of the foreign foundation;

(v) The name and address of the proposed registered agent in this state;

(vi) Any additional information specified for articles of formation under W.S. 17-30-303.

(f) An application for articles of continuance shall be executed by any member of the board of directors of the foreign foundation or any officer authorized to execute the application on behalf of the foundation.

(g) The provisions of the articles of continuance may vary from the provisions of the articles of formation of the foreign foundation, the equivalent basic charter or other authorization in the foreign jurisdiction only if those variations could be lawfully effectuated by amending articles of formation as otherwise provided under this act.

(h) Upon issuance of a certificate of registration by the secretary of state, the articles of continuance shall be deemed to be the articles of formation of the foreign foundation. The foreign foundation may elect to incorporate by reference in its articles of continuance the basic charter or other authorization adopted in the foreign jurisdiction in which the foreign foundation was formed, for the purpose of continuing to act under the charter or other authorization, provided that the basic charter or other authorization shall be deemed amended to the extent necessary to make the charter or authorization conform to this act and other provisions of law.

(j) The existence of a foreign foundation that is issued a certificate of continuation under this act shall be deemed to have commenced on the date the foreign foundation commenced its existence in the foreign jurisdiction in which it was first formed, organized or otherwise came into being. The laws of this state shall apply to a foreign foundation continuing under this act to the same extent as if it had been organized under the laws of this state from and after the issuance of a certificate of continuation under this act by the secretary of state. If a foreign foundation is continued under this act, the continuance shall not affect the ownership of its property or its liability for any existing obligations, causes of action, claims, pending or threatened prosecutions or civil or administrative actions, or other convictions, rulings, orders or judgments.

17-30-1102. Transfer of a statutory foundation to another jurisdiction.

(a) A statutory foundation formed or continued under this act may, if authorized under subsection (f) of this section and by the laws of the foreign jurisdiction, apply to the proper officer of the foreign jurisdiction for a certificate of registration and to the secretary of state of this state for a certificate of transfer. The application for a certificate of transfer shall set forth the following:

(i) The name of the statutory foundation immediately before the transfer, and if that name is unavailable for use in the foreign jurisdiction or, if the foundation desires to change its name in connection with the transfer, the name by which the foundation will be known in the foreign jurisdiction;

(ii) The name of the foreign jurisdiction to which the foundation is to be transferred;

(iii) Acknowledgement that the foundation shall surrender its articles of formation under this act upon transfer to the foreign jurisdiction; and

(iv) A statement that the transfer was duly approved by the board of directors in the manner required by subsection (f) of this section.

(b) The secretary of state shall require that a statutory foundation transferred under this section maintain an agent for service of process within this state for at least one (1) year after the transfer is complete and may impose any conditions the secretary of state considers appropriate for the protection of creditors, including the provision of notice to the public of the application described in subsection (a) of this section, the provision of a bond or a deposit of funds in an appropriate bank located in Wyoming and subject to the jurisdiction of the courts of Wyoming. If any conditions imposed under this subsection are not met, the secretary of state may refuse to issue a certificate of transfer.  (c) The secretary of state shall, upon compliance by the applicant with subsections (a) and (b) of this section and receipt of payment under subsection (e) of this section, immediately transmit a notice of issuance of a certificate of transfer to the proper officer of the foreign jurisdiction to which the statutory foundation is transferred.

(d) For the purposes of the laws of this state, upon issuance of a certificate of transfer, the statutory foundation shall be continued as if it had been organized under the laws of the foreign jurisdiction and shall become a statutory foundation under the laws of the foreign jurisdiction, upon issuance by such foreign jurisdiction of a certificate of registration.

(e) In addition to all other fees and impositions, a statutory foundation organized or continued under the laws of this state shall pay to the secretary of state a special fee established by rule before receiving a certificate of transfer pursuant to subsection (c) of this section.

(f) A resolution to transfer the statutory foundation to a foreign jurisdiction shall be adopted by the board of directors unless the operating agreement of the foundation provides otherwise.

(g) The statutory foundation may represent to the proper officer of the foreign jurisdiction to which the statutory foundation is transferred that the laws of this state permit such transfer, and may describe the authorization extended by this section as permitting the continuance or other transfer of domicile as may be required by the laws of the foreign jurisdiction, in order for the statutory foundation to be accepted in that foreign jurisdiction, provided that the statutory foundation may not misrepresent the requirements or effects of this section.

CHAPTER 31 - DECENTRALIZED AUTONOMOUS ORGANIZATION SUPPLEMENT

ARTICLE 1 - PROVISIONS

17-31-101. Short title.

This chapter shall be known and may be cited as the "Wyoming Decentralized Autonomous Organization Supplement."

17-31-102. Definitions.  (a) As used in this chapter:

(i) "Blockchain" means as defined in W.S. 34-29- 106(g)(i);

(ii) "Decentralized autonomous organization" means a limited liability company organized under this chapter;

(iii) "Digital asset" means as defined in W.S. 34-29- 101(a)(i);

(iv) Repealed by Laws 2022, ch. 36, § 2.

(v) "Majority of the members" means more than fifty percent (50%) of the membership interests eligible to participate in a vote or any membership interests required pursuant to the decentralized autonomous organization's articles of organization or operating agreement. A person dissociated as a member as set forth in W.S. 17-29-602 shall not be included for the purposes of calculating the majority of the members;

(vi) "Membership interest" means a member's ownership right in a decentralized autonomous organization, which may be determined by the organization's articles of organization or operating agreement or ascertainable from a blockchain on which the organization relies to determine a member's ownership right. A membership interest may also be characterized as either a digital security or a digital consumer asset as defined in W.S.