17-29-110;

17-29-110;

(B) To the extent necessary to comply with any transfer effective under W.S. 17-29-502; or

(C) To the extent otherwise represented by the company through an authorized representative in tax filings with the Internal Revenue Service in which the status elected by the company is not timely disputed by any member.

(c) If a limited liability company does not have sufficient surplus to comply with paragraph (b)(i) of this section, any surplus shall be distributed among the owners of transferable interests in proportion to the value of their respective unreturned contributions.

(d) Repealed by Laws 2017, ch. 51, § 2.

ARTICLE 8 - RESERVED

ARTICLE 9 - ACTIONS BY MEMBERS

17-29-901. Direct action by member.

(a) Subject to subsection (b) of this section, a member may maintain a direct action against another member, a manager or the limited liability company to enforce the member's rights and otherwise protect the member's interests, including rights and interests under the operating agreement or this chapter or arising independently of the membership relationship.

(b) A member maintaining a direct action under this section shall plead and prove an actual or threatened injury that is not solely the result of an injury suffered or threatened to be suffered by the limited liability company.

17-29-902. Derivative action.

(a) A member may maintain a derivative action to enforce a right of a limited liability company if:

(i) The member first makes a demand on the other members in a member-managed limited liability company, or the managers of a manager-managed limited liability company, requesting that they cause the company to bring an action to enforce the right, and the managers or other members do not bring the action within a reasonable time; or

(ii) A demand under paragraph (i) of this subsection would be futile.

17-29-903. Proper plaintiff.  (a) Except as otherwise provided in subsection (b) of this section, a derivative action under W.S. 17-29-902 may be maintained only by a person that is a member at the time the action is commenced and remains a member while the action continues.

(b) If the sole plaintiff in a derivative action dies while the action is pending, the court may permit another member of the limited liability company to be substituted as plaintiff.

17-29-904. Pleading.

(a) In a derivative action under W.S. 17-29-902, the complaint shall state with particularity:

(i) The date and content of plaintiff's demand and the response to the demand by the managers or other members; or

(ii) If a demand has not been made, the reasons a demand under W.S. 17-29-902(a)(i) would be futile.

17-29-905. Special litigation committee.

(a) If a limited liability company is named as or made a party in a derivative proceeding, the company may appoint a special litigation committee to investigate the claims asserted in the proceeding and determine whether pursuing the action is in the best interests of the company. If the company appoints a special litigation committee, on motion by the committee made in the name of the company, except for good cause shown, the court shall stay discovery for the time reasonably necessary to permit the committee to make its investigation. This subsection does not prevent the court from enforcing a person's right to information under W.S. 17-29-410 or, for good cause shown, granting extraordinary relief in the form of a temporary restraining order or preliminary injunction.

(b) A special litigation committee may be composed of one (1) or more disinterested and independent individuals, who may be members.

(c) A special litigation committee may be appointed:

(i) In a member-managed limited liability company:

(A) By the consent of a majority of the members not named as defendants or plaintiffs in the proceeding; and  (B) If all members are named as defendants or plaintiffs in the proceeding, by a majority of the members named as defendants; or

(ii) In a manager-managed limited liability company:

(A) By a majority of the managers not named as defendants or plaintiffs in the proceeding; and

(B) If all managers are named as defendants or plaintiffs in the proceeding, by a majority of the managers named as defendants.

(d) After appropriate investigation, a special litigation committee may determine that it is in the best interests of the limited liability company that the proceeding:

(i) Continue under the control of the plaintiff;

(ii) Continue under the control of the committee;

(iii) Be settled on terms approved by the committee; or

(iv) Be dismissed.

(e) After making a determination under subsection (d) of this section, a special litigation committee shall file with the court a statement of its determination and its report supporting its determination, giving notice to the plaintiff. The court shall determine whether the members of the committee were disinterested and independent and whether the committee conducted its investigation and made its recommendation in good faith, independently and with reasonable care, with the committee having the burden of proof. If the court finds that the members of the committee were disinterested and independent and that the committee acted in good faith, independently and with reasonable care, the court shall enforce the determination of the committee. Otherwise, the court shall dissolve the stay of discovery entered under subsection (a) of this section and allow the action to proceed under the direction of the plaintiff.

17-29-906. Proceeds and expenses.  (a) Except as otherwise provided in subsection (b) of this section:

(i) Any proceeds or other benefits of a derivative action under W.S. 17-29-902, whether by judgment, compromise or settlement, belong to the limited liability company and not to the plaintiff; and

(ii) If the plaintiff receives any proceeds, the plaintiff shall remit them immediately to the company.

(b) If a derivative action under W.S. 17-29-902 is successful in whole or in part, the court may award the plaintiff reasonable expenses, including reasonable attorney's fees and costs, from the recovery of the limited liability company.

ARTICLE 10 - MERGER, CONVERSION, CONTINUANCE, TRANSFER AND DOMESTICATION

17-29-1001. Definitions.

(a) As used in this chapter:

(i) "Constituent limited liability company" means a constituent organization that is a limited liability company;

(ii) "Constituent organization" means an organization that is party to a merger;

(iii) "Converted organization" means the organization into which a converting organization converts pursuant to W.S.