17-7-106. Repealed by Laws 1992, ch. 53, § 3.

17-7-106. Repealed by Laws 1992, ch. 53, § 3.  17-7-107. Repealed by Laws 1992, ch. 53, § 3.

17-7-108. Repealed by Laws 1992, ch. 53, § 3.

17-7-109. Repealed by Laws 1992, ch. 53, § 3.

17-7-110. Repealed by Laws 1992, ch. 53, § 3.

17-7-111. Repealed by Laws 1992, ch. 53, § 3.

17-7-112. Repealed by Laws 1992, ch. 53, § 3.

17-7-113. Repealed by Laws 1992, ch. 53, § 3.

17-7-114. Repealed by Laws 1992, ch. 53, § 3.

17-7-115. Repealed by Laws 1992, ch. 53, § 3.

17-7-116. Repealed by Laws 1992, ch. 53, § 3.

ARTICLE 2 - UNIFORM MANAGEMENT OF INSTITUTIONAL FUNDS ACT

17-7-201. Repealed By Laws 2009, Ch. 185, § 2.

17-7-202. Repealed By Laws 2009, Ch. 185, § 2.

17-7-203. Repealed By Laws 2009, Ch. 185, § 2.

17-7-204. Repealed By Laws 2009, Ch. 185, § 2.

17-7-205. Repealed By Laws 2009, Ch. 185, § 2.

ARTICLE 3 - UNIFORM PRUDENT MANAGEMENT OF INSTITUTIONAL FUNDS ACT

17-7-301. Short title.

This act shall be known and may be cited as the Uniform Prudent Management of Institutional Funds Act.

17-7-302. Definitions.

(a) As used in this act:

(i) "Charitable purpose" means the relief of poverty, the advancement of education or religion, the promotion of health, the promotion of a governmental purpose or any other purpose the achievement of which is beneficial to the community;

(ii) "Endowment fund" means an institutional fund or part thereof that, under the terms of a gift instrument, is not wholly expendable by the institution on a current basis. The term does not include assets that an institution designates as an endowment fund for its own use;

(iii) "Gift instrument" means a record or records, including an institutional solicitation, under which property is granted to, transferred to or held by an institution as an institutional fund;

(iv) "Institution" means:

(A) A person, other than an individual, organized and operated exclusively for charitable purposes;

(B) A government or governmental subdivision, agency or instrumentality to the extent that it holds funds exclusively for a charitable purpose; or

(C) A trust that had both charitable and noncharitable interests, after all noncharitable interests have been terminated.

(v) "Institutional fund" means a fund held by an institution exclusively for charitable purposes. The term does not include:

(A) Program-related assets;

(B) A fund held for an institution by a trustee that is not an institution; or

(C) A fund in which a beneficiary that is not an institution has an interest, other than an interest that could arise upon violation or failure of the purposes of the fund.

(vi) "Person" means as defined by W.S. 8-1-102;

(vii) "Program-related asset" means an asset held by an institution primarily to accomplish a charitable purpose of the institution and not primarily for investment;  (viii) "Record" means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form;

(ix) "This act" means W.S. 17-7-301 through 17-7-307.

17-7-303. Standard of conduct in managing and investing institutional fund.

(a) Subject to the intent of a donor expressed in a gift instrument, an institution, in managing and investing an institutional fund, shall consider the charitable purposes of the institution and the purposes of the institutional fund.

(b) In addition to complying with the duty of loyalty imposed by law other than this act, each person responsible for managing and investing an institutional fund shall manage and invest the fund in good faith and with the care an ordinarily prudent person in a like position would exercise under similar circumstances.

(c) In managing and investing an institutional fund, an institution:

(i) May incur only costs that are appropriate and reasonable in relation to the assets, the purposes of the institution and the skills available to the institution; and

(ii) Shall make a reasonable effort to verify facts relevant to the management and investment of the fund.

(d) An institution may pool two (2) or more institutional funds for purposes of management and investment.

(e) Except as otherwise provided by a gift instrument, the following rules shall apply:

(i) In managing and investing an institutional fund, the following factors if relevant shall be considered:

(A) General economic conditions;

(B) The possible effect of inflation or deflation;

(C) The expected tax consequences, if any, of investment decisions or strategies;  (D) The role that each investment or course of action plays within the overall investment portfolio of the fund;

(E) The expected total return from income and the appreciation of investments;

(F) Other resources of the institution;

(G) The needs of the institution and the fund to make distributions and to preserve capital; and

(H) An asset's special relationship or special value, if any, to the charitable purposes of the institution.

(ii) Management and investment decisions about an individual asset shall be made not in isolation but rather in the context of the institutional fund's portfolio of investments as a whole and as a part of an overall investment strategy having risk and return objectives reasonably suited to the fund and to the institution;

(iii) Except as otherwise provided by law other than this act, an institution may invest in any kind of property or type of investment consistent with this section;

(iv) An institution shall diversify the investments of an institutional fund unless the institution reasonably determines that, because of special circumstances, the purposes of the fund are better served without diversification;

(v) Within a reasonable time after receiving property, an institution shall make and carry out decisions concerning the retention or disposition of the property or to rebalance a portfolio in order to bring the institutional fund into compliance with the purposes, terms and distribution requirements of the institution as necessary to meet other circumstances of the institution and the requirements of this act;

(vi) A person who has special skills or expertise, or is selected in reliance upon the person's representation that the person has special skills or expertise, has a duty to use those skills or that expertise in managing and investing institutional funds.  17-7-304. Appropriation for expenditure or accumulation of endowment fund; rules of construction.

(a) Subject to subsection (d) of this section and to the intent of a donor expressed in the gift instrument, an institution may appropriate for expenditure or accumulate so much of an endowment fund as the institution determines is prudent for the uses, benefits, purposes and duration for which the endowment fund is established. Unless stated otherwise in the gift instrument, the assets in an endowment fund are donor- restricted assets until appropriated for expenditure by the institution. In making a determination to appropriate or accumulate, the institution shall act in good faith, with the care that an ordinarily prudent person in a like position would exercise under similar circumstances, and shall consider, if relevant, the following factors:

(i) The duration and preservation of the endowment fund;

(ii) The purposes of the institution and the endowment fund;

(iii) General economic conditions;

(iv) The possible effect of inflation or deflation;

(v) The expected total return from income and the appreciation of investments;

(vi) Other resources of the institution; and

(vii) The investment policy of the institution.

(b) To limit the authority to appropriate for expenditure or accumulate under subsection (a) of this section, a gift instrument shall specifically state the limitation.

(c) Terms in a gift instrument designating a gift as an endowment, or a direction or authorization in the gift instrument to use only "income", "interest", "dividends", or "rents, issues or profits", or "to preserve the principal intact" or words of similar import:

(i) Create an endowment fund of permanent duration unless other language in the gift instrument limits the duration or purpose of the fund; and  (ii) Do not otherwise limit the authority to appropriate for expenditure or accumulate under subsection (a) of this section.

(d) The appropriation for expenditure in any year of an amount greater than seven percent (7%) of the fair market value of an endowment fund, calculated on the basis of market values determined at least quarterly and averaged over a period of not less than three (3) years immediately preceding the year in which the appropriation for expenditure is made, creates a rebuttable presumption of imprudence. For an endowment fund in existence for fewer than three (3) years, the fair market value of the endowment fund shall be calculated for the period the endowment fund has been in existence. This subsection shall not:

(i) Apply to an appropriation for expenditure permitted under law other than this act or by the gift instrument; or

(ii) Create a presumption of prudence for an appropriation for expenditure of an amount less than or equal to seven percent (7%) of the fair market value of the endowment fund.

17-7-305. Delegation of management and investment functions.

(a) Subject to any specific limitation set forth in a gift instrument or in law other than this act, an institution may delegate to an external agent the management and investment of an institutional fund to the extent that an institution could prudently delegate under the circumstances. An institution shall act in good faith, with the care that an ordinarily prudent person in a like position would exercise under similar circumstances, in:

(i) Selecting an agent;

(ii) Establishing the scope and terms of the delegation, consistent with the purposes of the institution and the institutional fund; and

(iii) Periodically reviewing the agent's actions in order to monitor the agent's performance and compliance with the scope and terms of the delegation.  (b) In performing a delegated function, an agent owes a duty to the institution to exercise reasonable care to comply with the scope and terms of the delegation.

(c) An institution that complies with subsection (a) of this section is not liable for the decisions or actions of an agent to which the function was delegated.

(d) By accepting delegation of a management or investment function from an institution that is subject to the laws of this state, an agent submits to the jurisdiction of the courts of this state in all proceedings arising from or related to the delegation or the performance of the delegated function.

(e) An institution may delegate management and investment functions to its committees, officers or employees as authorized by law of this state other than this act.

17-7-306. Release or modification of restrictions on management, investment or purpose.

(a) If the donor consents in a record, an institution may release or modify, in whole or in part, a restriction contained in a gift instrument on the management, investment or purpose of an institutional fund. A release or modification may not allow a fund to be used for a purpose other than a charitable purpose of the institution.

(b) The court upon application of an institution, may modify a restriction contained in a gift instrument regarding the management or investment of an institutional fund if the restriction has become impracticable or wasteful, if it impairs the management or investment of the fund, or if, because of circumstances not anticipated by the donor, a modification of a restriction will further the purposes of the fund. If the institution is a governmental institution as defined by W.S. 17- 7-302(a)(iv), the institution shall notify the attorney general of the application, and the attorney general shall be given an opportunity to be heard. To the extent practicable, any modification shall be made in accordance with the donor's probable intention.

(c) If a particular charitable purpose or a restriction contained in a gift instrument on the use of an institutional fund becomes unlawful, impracticable, impossible to achieve or wasteful, the court, upon application of an institution, may modify the purpose of the fund or the restriction on the use of the fund in a manner consistent with the charitable purposes expressed in the gift instrument. If the institution is a governmental institution as defined by W.S. 17-7-302(a)(iv), the institution shall notify the attorney general of the application, and the attorney general shall be given an opportunity to be heard.

(d) If an institution determines that a restriction contained in a gift instrument on the management, investment or purposes of an institutional fund is unlawful, impracticable, impossible to achieve or wasteful, the institution, not less than sixty (60) days after notification to the attorney general, may release or modify the restriction, in whole or part, if:

(i) The institutional fund subject to the restriction has a total value of less than twenty-five thousand dollars ($25,000.00);

(ii) More than twenty (20) years have elapsed since the fund was established; and

(iii) The institution uses the property in a manner consistent with the charitable purposes expressed in the gift instrument.

17-7-307. Reviewing compliance.

Compliance with this act shall be determined in light of the facts and circumstances existing at the time a decision is made or action is taken.

CHAPTER 8 - CHURCHES AND RELIGIOUS SOCIETIES GENERALLY

17-8-101. Incorporation by churches, parishes and societies having governing body; purposes generally.

Churches, parishes, and societies of all religious bodies, sects, or denominations in this state, or a board of trustees of such churches, parishes, and societies of all religious bodies, having an episcopate, presbytery, synod, conference or other governing body, with spiritual jurisdiction extending over the whole state, or part thereof not less than six (6) counties, may become incorporated for religious, missionary, educational or charitable purposes in the manner hereinafter provided; or said incorporation may be limited to the purposes of acquiring and holding the legal title to property, real and personal, required for the use of such churches, parishes, or societies, or any of them, or of such general governing body, and for the purpose of conveying the same, and contracting with reference thereto.

17-8-102. Organization meeting; officers.

The chief or presiding or executive officer of the religious bodies, sects or denominations mentioned in the preceding section may, at such place in this state as he may appoint for the purpose, convene a meeting of himself and some other officer or officers, subordinate to himself, but having general jurisdiction throughout the state, or part of the state aforesaid, and one (1) or more priests, ministers or clergymen of the proposed church, parish or society, and at least two (2) laymen resident within the limits thereof, of which meeting the said chief or presiding or executive officer shall be president and one (1) of the other persons present shall be secretary.

17-8-103. Contents, execution and filing of articles of incorporation; competency to transact business in corporate name.

(a) The said five (5) or more persons, being so convened and organized as a meeting, shall adopt articles of incorporation which shall fix:

(i) The name of the church, parish or society so incorporated, or the name of the church, parish or society in whose behalf or interest the corporation is formed;

(ii) The object and purpose of the incorporation;

(iii) The amount of debts which it shall be competent to contract, beyond which amount the corporation shall have no power to contract debts binding at law or equity upon it, its members or its property;

(iv) The manner in which it may contract and become bound for debts and may convey, encumber or change its property;

(v) The manner in which the succession of the members of said corporation shall be regulated and vacancies in their number filled;

(vi) The time of the commencement and the termination of the corporation;  (vii) By what officers its affairs shall be conducted.

(b) Which articles, being subscribed and acknowledged by the persons present at said meeting and filed in the office of the secretary of state, and recorded in the office of the county clerk of the county where such church, parish or society shall be located, whereupon such corporation shall be competent to transact all business in any by its corporate name.

17-8-104. Authority to make bylaws.

Every incorporation under this act shall be authorized to make such bylaws as may be necessary to carry into effect fully all the purposes of such incorporation; provided, the same be not in conflict with the constitution of the United States, the laws of congress or of this state.

17-8-105. Corporators and members of corporation.

The persons attending said meeting shall be the corporators and members of the corporation until their places may be supplied by and under the provisions of the articles of incorporation.

17-8-106. Incorporation by body of Christians for purposes of education, benevolence, charity and missions.

If any body of Christians has or shall have, according to its order or mode of government, an organization, whether known as synod, presbytery, conference, episcopate or other name, with ecclesiastical or spiritual jurisdiction over its members throughout this state, and its authorities shall desire to engage in work of education, benevolence, charity and missions, which works shall be of like extensive operation and benefit, and not of limited or local service, and they shall deem an incorporation convenient for the more successful operation of said works, all, or any of them, its said authorities, with such persons as they may associate with them, may cause such incorporation to be formed in the manner and with the powers hereinbefore provided for the incorporation of a church, congregation or society.

17-8-107. Applicability of general corporation laws.

Corporations organized under the provisions of this act shall be subject to the laws of this state in respect to corporations which are applicable to them, save as herein expressly provided.  17-8-108. Incorporation for establishing benevolent institutions and for holding real and personal property.

If any presbytery, synod, conference, episcopate or other ecclesiastical body or association of Christians having jurisdiction over its members throughout the state, or a part thereof, extending over at least four (4) counties, and its authorities shall desire to establish missions, churches and other benevolent institutions and in this behalf to acquire property real and personal to aid in extending its spiritual jurisdiction and charities, and shall deem an incorporation necessary or convenient for the more effective accomplishment of its general objects, its authorities may cause such incorporation to be formed in the manner and with all the powers now provided by law for the incorporation of churches, congregations or societies and such other powers as are incident and necessary to the successful performance of any or all its objects.

17-8-109. Corporations; purposes for which such corporations may be formed.

Corporations may be formed for acquiring, holding or disposing of church or religious society property, for the benefit of religion, for works of charity and for public worship in the manner hereinafter provided.

17-8-110. Corporations; execution, acknowledgment and filing of articles of incorporation.

Any person being the archbishop, bishop, president, trustee in trust, president of stake, president of congregation, overseer, presiding elder, or clergyman, of any church or religious society, who shall have been duly chosen, elected or appointed, in conformity with the constitution, canons, rites, regulations, or discipline of said church or religious society, and in whom shall be vested the legal title to the property of such church or religious society, may make and subscribe written articles of incorporation in duplicate, acknowledge the same before some officer authorized to take acknowledgment, and file one (1) of such articles in the office of the secretary of state, and retain possession of the other.

17-8-111. Corporations; contents of articles of incorporation; amendment of articles.  (a) The articles of incorporation shall specify:

(i) The name of the corporation, by which it shall be known;

(ii) The object of said corporation;

(iii) The estimated value of the property at the time of making the articles of incorporation;

(iv) The title of the person making such articles. Any corporation so formed shall have power from time to time to alter or amend its articles of incorporation; such amendment shall be made by the corporation sole, and executed by the same person who executed the original articles of incorporation, or by his successor in office, and shall be filed and recorded in the same office and in the same manner as is provided for filing the original articles.

17-8-112. Corporations; creation and powers generally.

Upon making and filing for record articles of incorporation as herein provided, the person subscribing the same, and his successor in office by the name or title specified in the articles, shall thereafter be deemed, and is hereby created, a body politic and a corporation sole, with continual perpetual succession, and shall have power to acquire and possess, by donation, gift, bequest, devise, or purchase, and to hold and maintain property, real, personal, and mixed, and to grant, sell, convey, rent, or otherwise dispose of the same as may be necessary to carry on or promote the objects of the corporation; and shall have authority to borrow money and to give written obligations therefor, and to secure the payment thereof by mortgage or other lien, upon real or personal property, when necessary to promote said objects.

17-8-113. Corporations; other powers.

Such corporation shall have the power to contract and be contracted with, to sue and be sued, plead and be pleaded in all courts of justice, and to have and use a common seal by which all deeds and acts of such corporation may be authenticated.

17-8-114. Corporations; execution of deeds and other written instruments. All deeds and other instruments of writing shall be made in the name of the corporation and signed by the person representing the corporation, in the official capacity designated in the articles of incorporation, and be sealed with the seal of the corporation, an impression of which seal shall be filed in the office of the secretary of state.

17-8-115. Corporations; evidence of corporate existence.

The articles of incorporation, or a certified copy of those filed and recorded in the office of the secretary of state, shall be evidence of the existence of such corporation.

17-8-116. Corporations; vesting of title to property in successor; filing of certified copy of commission by successor.

In the event of the death or resignation of any such archbishop, bishop, president, trustee in trust, president of stake, president of congregation, overseer, presiding elder, or clergyman, or of his removal therefrom by the person or body having authority to remove him, when such person is at the time a corporation sole, his successor in office, as such corporation sole, shall be vested with the title to any and all property held by his predecessor, as such corporation sole, with like power and authority over the same, and subject to all the legal liabilities and obligations with reference thereto. Such successor shall file in the office of the county clerk of each county wherein any of said real property is situated, a certified copy of his commission, certificate or letter of election or appointment.

17-8-117. Vesting of title to property in successor when held beneficially by church official and not by corporation.

In case of the death, resignation or removal of any such archbishop, bishop, president, trustee in trust, president of stake, president of congregation, overseer, presiding elder, or clergyman, who at the time of his death, resignation, or removal, was holding the title to trust property for the use or benefit of any church or religious society, and not incorporated as a corporation sole, the title to any and all such property held by him, of every nature and kind, shall not revert to the donor, nor vest in the heirs of such deceased person, but shall be deemed to be in abeyance, after such death, resignation, or removal, until his successor is duly appointed to fill such vacancy, and upon the appointment of such successor, the title to all the property held by his predecessor shall at once, without any other act or deed, vest in the person appointed to fill such vacancy.

CHAPTER 9 - SECRET OR BENEVOLENT SOCIETIES

17-9-101. Repealed by Laws 1992, ch. 53, § 3.

17-9-102. Repealed by Laws 1992, ch. 53, § 3.

17-9-103. Repealed by Laws 1992, ch. 53, § 3.

17-9-104. Repealed by Laws 1992, ch. 53, § 3.

17-9-105. Repealed by Laws 1992, ch. 53, § 3.

17-9-106. Repealed by Laws 1992, ch. 53, § 3.

17-9-107. Repealed by Laws 1993, ch. 206, § 3.

17-9-108. Repealed by Laws 1993, ch. 206, § 3.

CHAPTER 10 - COOPERATIVE MARKETING ASSOCIATIONS

ARTICLE 1 - IN GENERAL

17-10-101. Purpose of chapter.

In order to promote, foster, and encourage the intelligent and orderly marketing of agricultural products through cooperation, and to eliminate speculation and waste; and to make the distribution of agricultural products as direct as can be efficiently done between producer and consumer; and to stabilize the marketing problems of agricultural products, this act is passed.

17-10-102. Definitions; associations deemed nonprofit; short title.

(a) The term "agricultural products" shall include horticultural, viticultural, forestry, dairy, livestock, poultry, bee, and any farm products.

(b) The term "member" shall include actual members of associations without capital stock and holders of common stock in associations organized with capital stock.  (c) The term "association" or "cooperative" means any corporation organized under this act.

(d) The term "person" shall include individuals, firms, partnerships, corporations and associations.

(e) Associations organized hereunder shall be deemed nonprofit, inasmuch as they are not organized to make profits for themselves, as such, or for their members as such, but only for their members as producers.

(f) This act shall be referred to as the "Cooperative Marketing Act".

17-10-103. Formation.

Five (5) or more persons, qualified electors of the state of Wyoming, engaged in the production of agricultural products may form a nonprofit, cooperative association, with or without capital stock, under the provisions of this act.

17-10-104. Purposes.

An association may be organized to engage in any activity in connection with the marketing or selling of the agricultural products of its members, or with the harvesting, preserving, drying, processing, canning, packing, storing, handling, shipping, or utilization thereof, of the manufacturing or marketing of the by-products thereof; or in connection with the manufacturing, selling, or supplying to its members of machinery, equipment, or supplies; or in the financing of the above enumerated activities; or in any one (1) or more of the activities specified herein.

17-10-105. Certificate of incorporation; execution and contents.

(a) The incorporators shall sign and acknowledge, in the manner required for the signing and acknowledgment of deeds, a certificate of incorporation showing the following facts:

(i) The name of the cooperative;

(ii) The purpose of the cooperative;

(iii)(A) If organized without capital stock, whether the property rights of each member shall be equal or unequal; and if unequal, the articles shall set forth the general rule or rules applicable to all members by which the property rights and interests, respectively, of each member shall be determined and fixed; and the association shall have the power to admit new members who shall be entitled to share in the property of the association with the old members, in accordance with such general rule or rules. This provision of the articles of incorporation shall not be altered, amended, or repealed except by the written consent or the affirmative vote of three-fourths of the members;

(B) If organized with capital stock, the amount of such stock, the number of shares into which the capital stock is divided, and the par value of each share shall be given.

(iv) The period of duration for the cooperative, if the duration is not to be perpetual;

(v) The number of directors, not less than five (5) and the names of those who shall manage the concerns of the corporation for the first corporate year;

(vi) The name of the town or post office and the county where the principal office or place of business of the corporation shall be located;

(vii) Any further provisions, not inconsistent with law, which the incorporators may deem expedient to be embodied in such certificate.

17-10-106. Certificate of incorporation; filing; fees; commencement of corporate existence.

The certificate of incorporation shall be filed in the office of the secretary of state. The fees for filing or recording such certificate shall be the same as in the case of corporations formed under the general corporation laws. The corporation shall come into existence upon the filing of its certificate in the office of the secretary of state.

17-10-107. Certificate of incorporation; amendment.

The certificate of incorporation of any association organized under this act or which may elect to come under the provisions of this act may be amended in the following manner: the board of directors, by majority vote of its members, may pass a resolution setting forth the full text of the proposed amendment and also the full text of such section or sections as may be altered or repealed by such amendments. Upon such action by the board of directors, notice shall be mailed to each and every member containing a copy of the resolution so adopted, the full text of the proposed amendment and also the full text of such section or sections as will be altered or repealed by such amendment. Such notice shall also designate the time, not less than twenty (20) days from the mailing of such notice, and place of the meeting at which such proposed amendment shall be considered and voted upon. If a quorum of the members is registered as being present or represented by mail votes at such meeting, a majority of the members so present or represented by mail votes may adopt or reject such proposed amendment; provided that no amendment may be adopted inconsistent with W.S.