Title 17 · WY

17-31-113.

Citation: Wyo. Stat. § 17-31-113

Section: 17-31-113

17-31-113.

(b) As soon as possible following the occurrence of any of the events specified in subsection (a) of this section causing the dissolution of a decentralized autonomous organization, the organization shall execute a statement of intent to dissolve in the form prescribed by the secretary of state. (c) Any interested party may petition a court of competent jurisdiction for dissolution of a decentralized autonomous organization upon the occurrence of any of the events specified in subsection (a) of this section and upon finding the occurrence of one (1) or more of the events specified in subsection (a) of this section the court shall enter an order dissolving the decentralized autonomous organization.

17-31-115. Miscellaneous.

The articles of organization and the operating agreement of a decentralized autonomous organization are effective as statements of authority. Where the underlying articles of organization and operating agreement are in conflict, the articles of organization shall preempt any conflicting provisions. Where the underlying articles of organization and smart contract are in conflict, the smart contract shall preempt any conflicting provisions of the articles of organization, except as it relates to W.S. 17-31-104 and 17-31-106(a) and (b).

17-31-116. Foreign decentralized autonomous organization.

The secretary of state shall not issue a certificate of authority for a foreign decentralized autonomous organization.

CHAPTER 32 - WYOMING DECENTRALIZED UNINCORPORATED NONPROFIT ASSOCIATION ACT

17-32-101. Short title.

This act shall be known and may be cited as the "Wyoming Decentralized Unincorporated Nonprofit Association Act."

17-32-102. Definitions.

(a) As used in this act:

(i) "Administrator" means a person authorized by the members of a decentralized unincorporated nonprofit association to fulfill administrative or operational tasks at the direction of the membership;

(ii) "Charitable purpose" means any purpose of an organization that has attained exemption under section 501(c)(3) of the Internal Revenue Code or any successor section, or that upon dissolution shall distribute its assets to a public benefit corporation, the United States, a state or a person that is recognized as exempt under section 501(c)(3) of the Internal Revenue Code or any successor section;

(iii) "Decentralized unincorporated nonprofit association" or "nonprofit association" means an unincorporated nonprofit association that meets the following requirements:

(A) Consists of at least one hundred (100) members joined by mutual consent under an agreement, that may be in writing or inferred from conduct, for a common nonprofit purpose except as permitted under W.S. 17-32-104;

(B) Has elected to be formed under this act; and

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

(v) "Distributed ledger technology" means a distributed ledger protocol and supporting infrastructure, including blockchain, that uses a distributed, shared and replicated ledger, whether it be public or private, permissioned or permissionless, and that may include the use of digital assets as a medium of electronic exchange;

(vi) "Established practices" means the practices used by a decentralized unincorporated nonprofit association without material change during the most recent five (5) years of the association's existence, or if the association has existed for less than five (5) years, during the nonprofit association's entire existence;

(vii) "Governing principles" means all agreements and any amendment or restatement of those agreements, including any decentralized unincorporated nonprofit association agreements, consensus formation algorithms, smart contracts or enacted governance proposals, that govern the purpose or operation of a decentralized unincorporated nonprofit association and the rights and obligations of the nonprofit association's members and administrators, whether contained in a record, implied from the nonprofit association's established practices or both;

(viii) "Member" means a person who, under the governing principles of a decentralized unincorporated nonprofit association, may participate in the selection of the nonprofit association's administrators or the development of the policies and activities of the nonprofit association;

(ix) "Membership interest" means a member's voting right in a decentralized unincorporated nonprofit association determined by the nonprofit association's governing principles, including as ascertained from decentralized ledger technology on which the nonprofit association relies to determine a member's voting right;

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

(xi) "Record" means as defined in W.S. 40-21- 102(a)(xiii);

(xii) "Smart contract" means an automated transaction, as defined in W.S. 40-21-102(a)(ii), or any substantially similar analogue or code, script or programming language relying on distributed ledger technology, including blockchain, which may include facilitating and instructing transfers of an asset, administrating membership interest votes with respect to a decentralized unincorporated nonprofit association or issuing executable instructions for these actions based on the occurrence or nonoccurrence of specified conditions;

(xiii) "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;

(xiv) "This act" means W.S. 17-32-101 through 17-32- 128.

17-32-103. Governing law; territorial application.

(a) The law of this state governs any decentralized unincorporated nonprofit association that is formed in this state.

(b) A decentralized unincorporated nonprofit association's governing principles shall identify the jurisdiction in which the decentralized unincorporated nonprofit association is formed.

17-32-104. Profits; prohibitions on distributions and dividends; compensation and other permitted payments.

(a) A decentralized unincorporated nonprofit association may engage in profit-making activities, but profits from any activities shall be used in furtherance of, or set aside for, the nonprofit association's common nonprofit purpose.

(b) Except as provided in subsection (c) of this section, a decentralized unincorporated nonprofit association may not pay dividends or distribute any part of its income or profits to its members or administrators or persons outside the nonprofit association.

(i) Pay reasonable compensation or reimburse reasonable expenses to its members, administrators and persons outside the nonprofit association for services rendered, including with respect to the administration and operation of the nonprofit association, which may include the provisions of collateral for the self-insurance of the nonprofit association, voting or participation in the nonprofit association's operations and activities;

(ii) Confer benefits on its members and administrators in conformity with its common nonprofit purpose;

(iii) Repurchase membership interests to the extent authorized by the nonprofit association's governing principles; and

(iv) Make distributions of property to members upon winding up and termination of the decentralized unincorporated nonprofit association to the extent permitted by W.S. 17-32-126.

17-32-105. Real and personal property; decentralized unincorporated nonprofit association as beneficiary, legatee or devisee.

(a) A decentralized unincorporated nonprofit association in its name may acquire, hold, encumber or transfer an estate or interest in real or personal property. (b) A decentralized unincorporated nonprofit association may be a legatee, devisee or beneficiary of a trust or contract.

17-32-106. Statement of authority as to real property.

(a) A decentralized unincorporated nonprofit association shall execute and record a statement of authority to transfer an estate or interest in real property in the name of the nonprofit association.

(b) An estate or interest in real property in the name of a decentralized unincorporated nonprofit association may be transferred by a person so authorized in a statement of authority recorded in the office of the county clerk in which a transfer of the property will be recorded.

(i) The name of the decentralized unincorporated nonprofit association;

(ii) The address in this state, including the street address, if any, of the nonprofit association. If the nonprofit association does not have an address in this state, the statement of authority shall include the nonprofit association's address out of state;

(iii) The name or title of the person authorized to transfer an estate or interest in real property held in the name of the nonprofit association; and

(iv) The action, procedure or vote of the decentralized unincorporated nonprofit association which authorizes the person to transfer the real property of the nonprofit association and which authorizes the person to execute the statement of authority.

(d) A statement of authority shall be executed in the same manner as a deed. The person who executes the statement of authority shall not be the named person in the statement of authority authorized to transfer the estate or interest.

(e) The filing officer may collect a fee for recording the statement of authority in the amount authorized for recording a transfer of real property. (f) An amendment, including cancellation, of a statement of authority shall meet the requirements for execution and recording of an original statement. Unless canceled earlier, a recorded statement of authority or its most recent amendment is canceled by operation of law five (5) years after the date of the most recent recording.

(g) If the record title to the real property is in the name of a decentralized unincorporated nonprofit association and the statement of authority is recorded in the office of the county clerk in which a transfer of real property would be recorded, the authority of the person named in a statement of authority is conclusive in favor of a transferee who gives value without notice that the person named in the statement of authority lacks authority.

17-32-107. Liability in tort or contract.

(a) A decentralized unincorporated nonprofit association is a legal entity separate from its members for the purposes of determining and enforcing rights, duties and liabilities in contract and tort.

(b) A person is not liable for a breach of a decentralized unincorporated nonprofit association's contract merely because the person is a member, administrator, authorized to participate in the management of the affairs of the nonprofit association or considered as a member by the nonprofit association.

(c) A person is not liable for a tortious act or omission for which a decentralized unincorporated nonprofit association is liable merely because the person is a member or administrator of the nonprofit association, or is a person authorized to participate in the management of the affairs of the nonprofit association or considered as a member by the nonprofit association.

(d) A tortious act or omission of a member, administrator or other person for which a decentralized unincorporated nonprofit association is liable is not imputed to a person merely because the person is a member or administrator of the nonprofit association, or is a person authorized to participate in the management of the affairs of the nonprofit association or considered as a member by the nonprofit association.

(e) A member, administrator, person authorized to participate in the management of the affairs of the nonprofit association, or person considered as a member by the nonprofit association may assert a claim against the decentralized unincorporated nonprofit association. A decentralized unincorporated nonprofit association may assert a claim against a member, administrator, person authorized to participate in the management of the affairs of the nonprofit association or person considered as a member by the nonprofit association.

17-32-108. Capacity to assert and defend; standing.

(a) A decentralized unincorporated nonprofit association, in its name, may institute, defend, intervene or participate in a judicial, administrative or other governmental proceeding or in an arbitration, mediation or any other form of alternative dispute resolution.

(b) A decentralized unincorporated nonprofit association may assert a claim on behalf of its members if:

(i) One (1) or more members of the nonprofit association have standing to assert a claim in their own right;

(ii) The interests the nonprofit association seeks to protect are germane to its purposes; and

(iii) Neither the claim asserted, nor the relief requested requires the participation of a member.

17-32-109. Effect of judgement or order.

A judgment or order against a decentralized unincorporated nonprofit association is not by itself a judgment or order against a member or administrator of the nonprofit association.

17-32-110. Appointment of agent to receive service of process.

(a) A decentralized unincorporated nonprofit association may file in the office of the secretary of state a statement appointing an agent authorized to receive service of process.

(b) A statement appointing an agent shall set forth:

(i) The name of the decentralized unincorporated nonprofit association; (ii) The address in this state, including the street address, if any, of the nonprofit association. If the nonprofit association does not have an address in this state, the statement shall include the nonprofit association's address out of state; and

(iii) The name of the person in this state authorized to receive service of process and the person's address, including the state address, in this state.

(c) A statement appointing an agent shall be signed and acknowledged by a person authorized to administer the affairs of the decentralized unincorporated nonprofit association. The statement shall also be signed and acknowledged by the person appointed agent, who thereby accepts the appointment.

(d) A filing officer may collect a fee of five dollars ($5.00) for filing a statement appointing an agent to receive service of process, an amendment or a resignation.

(e) An amendment to a statement appointing an agent to receive service of process shall meet the requirements for execution of an original statement.

(f) If the secretary of state refuses to file a statement appointing an agent, the secretary of state shall return the statement to the decentralized unincorporated nonprofit association or its representative within fifteen (15) days after the statement was received by the secretary of state, together with a brief, written explanation of the reason for the refusal.

17-32-111. Summons and complaint; service on whom.

In an action or proceeding against a decentralized unincorporated nonprofit association a summons and complaint shall be served on an agent authorized to receive service of process or a person authorized to administer the affairs of the nonprofit association. If none of them can be served, service may be made on a member of the nonprofit association.

17-32-112. Claim not abated by change of members, administrators or persons authorized.

A claim for relief against a decentralized unincorporated nonprofit association shall not abate merely because of a change in its members or persons authorized to administer the affairs of the nonprofit association. 17-32-113. Venue.

(a) For purposes of venue, a decentralized unincorporated nonprofit association is a resident of a county in which:

(i) The nonprofit association has an office; or

(ii) The agent authorized to receive service of process under W.S. 17-32-110 resides.

17-32-114. Perpetual existence, dissolution, continuation of existence.

(a) A decentralized unincorporated nonprofit association shall have perpetual existence unless its governing principles otherwise specify.

(b) A decentralized unincorporated nonprofit association may be dissolved by any of the following methods:

(i) If the governing principles of the nonprofit association provide a time or method for dissolution, by that method;

(ii) If the governing principles of the nonprofit association do not provide a method for dissolution, by approval of its members in accordance with W.S. 17-32-120;

(iii) If membership in the nonprofit association falls below one hundred (100) members and the decentralized unincorporated nonprofit association does not meet the requirements of a Wyoming unincorporated nonprofit association under W.S. 17-22-101 through 17-22-115. In the event membership in the nonprofit association falls below one hundred (100) members and the nonprofit association meets the requirements of a Wyoming unincorporated nonprofit association under W.S. 17-22- 101 through 17-22-115, the entity automatically converts to a Wyoming unincorporated nonprofit association unless the governing principles otherwise specify another organizational statute and the organization meets the statutory requirements of that organization;

(iv) By court order.

(c) After dissolution, a decentralized unincorporated nonprofit association continues in existence until its activities have been wound up and terminated pursuant to W.S.