17-32-116 or the nonprofit association's dissolution and wind-up

17-32-116 or the nonprofit association's dissolution and wind-up pursuant to W.S. 17-32-114 and W.S. 17-32-126.

(b) Subject to the governing principles, a member may be suspended, dismissed or expelled from a decentralized unincorporated nonprofit association. If there are no applicable governing principles, a member may be suspended, dismissed or expelled by approval of its members in accordance with W.S. 17- 32-120.

(c) Unless otherwise provided for in the governing principles, suspension, dismissal or expulsion of a member does not relieve the member of any obligation incurred, or commitment made by the member, before the suspension, dismissal or expulsion.

17-32-116. Member resignation.

(a) A member may resign as a member of a decentralized unincorporated nonprofit association in accordance with the governing principles of the nonprofit association. If there are no applicable governing principles, a member shall be deemed to have resigned as a member upon the disposal, whether voluntary or involuntary, of all membership interests or other property or instruments that confer upon the person a voting right within the nonprofit association.

(b) Unless otherwise provided for in the governing principles, resignation of a member does not relieve the member of any obligation incurred, or commitment made by the member, before the resignation.  17-32-117. Duties of members.

(a) Unless otherwise provided for in the governing principles, a member shall not have any fiduciary duty to a decentralized unincorporated nonprofit association or to any other member of the nonprofit association solely by reason of being a member.

(b) All members shall be subject to the implied contractual covenant of good faith and fair dealing.

17-32-118. Member has no agency powers.

(a) A member is not an agent of a decentralized unincorporated nonprofit association solely by reason of being a member.

(b) A person's status as a member does not prevent or restrict laws other than this act from imposing liability on a decentralized unincorporated nonprofit association because of the member's conduct.

17-32-119. Member interests transferable.

Except as otherwise provided in the decentralized unincorporated nonprofit association's governing principles, a member interest or any right thereunder is freely transferable to another person through conveyance of the membership interest or other property that confers upon a person a voting right within the nonprofit association.

17-32-120. Approval by members.

(a) Except as otherwise provided in the governing principles, a decentralized unincorporated nonprofit association shall have the approval of the majority of membership interests participating in a vote to:

(i) Suspend, dismiss or expel a member;

(ii) Select or dismiss an administrator;

(iii) Adopt, amend or repeal the governing principles;  (iv) Sell, lease, exchange or otherwise dispose of the decentralized unincorporated nonprofit association's property;

(v) Dissolve the decentralized unincorporated nonprofit association under W.S 17-32-114;

(vi) Undertake any other act outside the ordinary course of the decentralized unincorporated nonprofit association's activities;

(vii) Determine the policy and purpose of the decentralized unincorporated nonprofit association.

(b) A decentralized unincorporated nonprofit association shall have the approval of its members in accordance with its governing principles to perform any acts or exercise a right that the governing principles require to be approved by members.

(c) Unless otherwise provided for in the governing principles, membership interest in a decentralized unincorporated nonprofit association shall be calculated in proportion to a member's voting rights within the nonprofit association.

17-32-121. Utilization of distributed ledger technology.

(a) A decentralized unincorporated nonprofit association may provide for its governance, in whole or in part, through distributed ledger technology, including smart contracts.

(b) The governing principles for a decentralized unincorporated nonprofit association may:

(i) Specify whether any distributed ledger technology utilized or enabled by the decentralized unincorporated nonprofit association will be fully immutable or subject to change by the nonprofit association and whether any distributed ledger will be fully or partially public or private, including the extent of a member's access to information;

(ii) Adopt voting procedures, which may include smart contracts deployed to distributed ledger technology that provide for the following:

(A) Proposals from members or administrators in the decentralized unincorporated nonprofit association for upgrades, modifications or additions to software systems or protocols;

(B) Other proposed changes to the decentralized unincorporated nonprofit association's governing principles; and

(C) Any other matters of governance or activities within the purpose of the decentralized unincorporated nonprofit association.

17-32-122. Consensus formation algorithms and governance process.

(a) In accordance with its governing principles, a decentralized unincorporated nonprofit association may:

(i) Adopt any reasonable algorithmic means for establishing consensus for the validation of records, as well as for establishing requirements, processes and procedures for conducting operations or making organizational decisions with respect to the distributed ledger technology used by the decentralized unincorporated nonprofit association; and

(ii) In accordance with any procedure specified pursuant to W.S. 17-32-121, modify the consensus mechanism, as well as the requirements, processes and procedures or substitute a new consensus mechanism, requirements, processes or procedures that comply with this state's law and the governing principles of the nonprofit association.

17-32-123. Selection of administrators; rights and duties of administrators.

(a) Unless otherwise provided for in the decentralized unincorporated nonprofit association's governing principles, the members of a nonprofit association may select the nonprofit association's administrators in accordance with W.S. 17-32-120.

(b) If no administrators are selected, none of the members shall be considered administrators for the decentralized unincorporated nonprofit association.

(c) No decentralized unincorporated nonprofit association shall be required to have an administrator, and the rights and duties of all administrators shall be established as part of the authorization of authority to act as an administrator.  (d) If in a record, the governing principles of a decentralized unincorporated nonprofit association may limit or eliminate the liability of an administrator to the nonprofit association or its members for money damages for any action taken, or failure to take any action, as an administrator except liability for:

(i) The amount of financial benefit improperly received by an administrator;

(ii) An intentional infliction of harm on the nonprofit association or its members;

(iii) An intentional violation of criminal law;

(iv) Breach of the duty of loyalty should one exist, unless, following full disclosure of all material facts to the nonprofit association members, the specific act or transaction that would otherwise breach the duty of loyalty is authorized or ratified by approval of the disinterested members pursuant to W.S. 17-32-120;

(v) Improper distributions.

17-32-124. Right to inspect records.

(a) Except as provided by subsection (b) of this section, on reasonable notice, a member or administrator of a decentralized unincorporated nonprofit association shall be entitled to an electronic record of any record maintained by the nonprofit association regarding the nonprofit association's activities, financial condition and other circumstances, to the extent the information is material to a member or administrator's rights and duties under the nonprofit association's governing principles or this act.

(b) A decentralized unincorporated nonprofit association shall not be obligated to provide records requested from a member or administrator if access to the information is contained in a record available to the member or administrator on decentralized ledger technology.

(c) A decentralized unincorporated nonprofit association may impose reasonable restrictions on access to and use of information that may be provided under this section, including by designating the information confidential and imposing nondisclosure or other safeguarding obligations on the recipient of the information. In a dispute concerning the reasonableness of a restriction under this subsection, the nonprofit association shall have the burden of proving reasonableness.

(d) A former member or administrator may have access to information to which the former member or administrator was entitled to as a member or administrator if:

(i) The information relates to the period of time during which the former member or administrator was a member or administrator;

(ii) The former member or administrator seeks the information in good faith; and

(iii) The former member or administrator satisfies the requirements of subsection (a) through (c) of this section with respect to the information.

(e) A decentralized unincorporated nonprofit association shall not be obligated to collect and maintain a list of members or individual member information, including the names or addresses of its members.

17-32-125. Indemnification; advancement of expenses.

(a) Unless otherwise provided in its governing principles, a decentralized unincorporated nonprofit association may reimburse a member or administrator for authorized expenses reasonably incurred on behalf of the nonprofit association.

(b) A decentralized unincorporated nonprofit association may indemnify a member or administrator for any debt, obligation or other liability incurred in the course of the member or administrator's activities on behalf of the nonprofit association. To be eligible for indemnification, an administrator must have complied with the duties stated in W.S.