2024 SF 50 (SEA 23, Ch. 50) — Decentralized Unincorporated Nonprofit Association Act (W.S. 17-32)
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Research, not advice. Part of the Bitcoin research archive (October 2026). Claims labelled unverified, contested or fringe are reported, not endorsed; statuses of bills and rules are as of the date checked. Government, court and patent records are public domain; the research notes are CC BY 4.0.
ORIGINAL SENATE
FILE NO. SF0050
ENROLLED ACT NO. 23, SENATE
SIXTY-SEVENTH LEGISLATURE OF THE STATE OF WYOMING
2024 BUDGET SESSION
AN ACT relating to corporations, partnerships and
associations; providing for the formation and management of
decentralized unincorporated nonprofit associations;
providing definitions; and providing for an effective date.
Be It Enacted by the Legislature of the State of Wyoming:
Section 1. W.S. 17-32-101 through 17-32-129 are
created to read:
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
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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
(C) Is not formed under any other law
governing the nonprofit association's organization or
operation.
(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
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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;
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(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.
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(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.
(c) A decentralized unincorporated nonprofit
association may:
(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
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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.
(c) A statement of authority shall set forth:
(i) The name of the decentralized unincorporated
nonprofit association;
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(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.
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(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
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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
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(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
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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.
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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;
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(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. 17-32-126.
17-32-115. Admission, suspension, dismissal or
expulsion of members.
(a) A person becomes a member in accordance with the
governing principles of the decentralized unincorporated
nonprofit association. If there are no applicable governing
principles, a person shall be considered a member upon
purchase or assumption of ownership of a membership
interest or other property or instrument that confers a
voting right with the nonprofit association and the person
shall continue as a member absent the person's suspension,
dismissal or expulsion pursuant to subsection (b) of this
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section, resignation pursuant to W.S. 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.
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(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
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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.
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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
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(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.
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(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.
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(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:
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(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. 17-32-123. If in a record, a
nonprofit association's governing principles may broaden or
limit this right of indemnification.
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(c) If a person is made, or threatened to be made, a
party in a proceeding based on that person's conduct in the
affairs of a decentralized unincorporated nonprofit
association, that person is entitled, upon written request
to the nonprofit association, including through
decentralized ledger technology, to receive payment of or
reimbursement by the nonprofit association, of reasonable
expenses, including attorney's fees and disbursements,
incurred by that person in advance of the final disposition
of the proceeding. To be entitled to these payments or
advances the person making the request shall make a written
affirmation that the person has a good faith belief that
the criteria for indemnification in subsection (a) of this
section have been satisfied and that the person will repay
the amounts paid or reimbursed if it is determined that the
criteria for reimbursement have not been satisfied. No
payment or reimbursement under this subsection shall be
made without prior approval, in a record, of the
disinterested members under W.S. 17-32-102.
(d) A decentralized unincorporated nonprofit
association may purchase and maintain insurance on behalf
of a member or administrator for liability asserted against
or incurred by the member or administrator in that
capacity, whether or not the nonprofit association would
have the power to indemnify or advance expenses to the
member or administrator against the same liability under
this section.
(e) These rights of reimbursement, indemnification
and advancement of expense apply to former members or
administrators for activities undertaken on behalf of the
decentralized unincorporated nonprofit association while
they were members or administrators.
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17-32-126. Winding up; termination.
(a) A dissolved decentralized unincorporated
nonprofit association shall wind up its operations and the
nonprofit association shall continue after dissolution only
for the purpose of winding up.
(b) In winding up a decentralized unincorporated
nonprofit association, the members:
(i) Shall discharge the nonprofit association's
debts, obligations and other liabilities, settle and close
the nonprofit association's business and distribute any
remaining property:
(A) As required by state law other than
this chapter requiring assets of an association to be
distributed to another entity or person with similar
nonprofit purposes;
(B) In accordance with the nonprofit
association's governing principles. In the absence of
applicable governing principles, to the current members of
the nonprofit association in proportion to their membership
interests; or
(C) If neither subdivision (A) or (B) of
this paragraph applies, in accordance with the law of
unclaimed property contained in W.S. 34-24-101 through
34-24-140.
(ii) May:
(A) Authorize an administrator to wind up
the nonprofit association in accordance with W.S.
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17-32-120. Any administrator so authorized shall owe the
nonprofit association a duty of care in the conduct or
winding up of the nonprofit to refrain from grossly
negligent or reckless conduct, willful or intentional
misconduct or a knowing violation of the law;
(B) Preserve the nonprofit association's
operations and property as a going concern for a reasonable
time;
(C) Prosecute and defend actions and
proceedings, whether civil, criminal or administrative;
(D) Transfer the nonprofit association's
property;
(E) Settle disputes by mediation or
arbitration;
(F) Perform other acts necessary or
appropriate to the winding up.
(iii) If the members of a nonprofit association
do not appoint an administrator or administrators to wind
up the nonprofit association, the members shall owe the
nonprofit association a duty of care in the conduct or
winding up of the nonprofit association's operations to
refrain from engaging in grossly negligent or reckless
conduct, willful or intentional misconduct or a knowing
violation of the law.
17-32-127. Mergers.
(a) As used in this section:
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(i) "Constituent organization" means an
organization that is merged with one (1) or more other
organizations and includes the surviving organization;
(ii) "Disappearing organization" means a
constituent organization that is not the surviving
organization;
(iii) "Governing statute" means the statute that
governs an organization's internal affairs;
(iv) "Organization" means a decentralized
unincorporated nonprofit association, an unincorporated
nonprofit association, a general partnership, including a
limited liability partnership, a limited partnership,
including a limited liability limited partnership, a
limited liability company, a business or statutory trust, a
corporation or any other legal or commercial person having
a governing statute. The term includes a domestic or
foreign organization regardless of whether the organization
is organized for profit;
(v) "Organizational document" means the basic
records that create the organization and determine its
internal governance and the relations among the persons
that own it, have an interest in it or are members of it;
(vi) "Surviving organization" means an
organization into which one (1) or more other organizations
are merged.
(b) A decentralized unincorporated nonprofit
association may merge with any organization that is not
expressly prohibited by the law.
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(c) A merger involving a decentralized unincorporated
nonprofit association is subject to the following
requirements:
(i) Each of the constituent merging
organizations shall comply with its governing law;
(ii) Each party to the merger shall approve a
plan of merger in accordance with its governing principles.
The plan shall be in a record and shall include the
following provisions:
(A) The name and form of each organization
that is party to the merger;
(B) The name and form of the surviving
organization and, if the surviving organization is to be
created by the merger, a statement to that effect;
(C) The terms and conditions of the merger,
including the manner and basis for converting the interests
in each constituent organization into any combination of
money, interests in the surviving organization or other
considerations;
(D) If the surviving organization is to be
created by the merger, the surviving organization's
organizational documents that are proposed to be in a
record; and
(E) If the surviving organization is not to
be created by the merger, any amendments to be made by the
merger to the surviving organization's organizational
documents that are, or are proposed to be, in a record.
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2024 BUDGET SESSION
(iii) The plan of merger shall be approved by
the members of each decentralized unincorporated nonprofit
association that is a constituent organization in the
merger, subject to W.S. 17-32-120. If a member of a
nonprofit association that is party to a merger will have
personal liability with respect to an obligation of a
constituent or surviving organization, the consent in a
record of that member to the plan of merger shall also be
obtained;
(iv) Subject to the contractual rights of third
parties, after a plan of merger is approved and at any time
before the merger is effective, a constituent organization
may amend the plan or abandon the merger as provided in the
plan, or except as otherwise prohibited in the plan, with
the same consent as was required to approve the plan;
(v) Following approval of the plan, a merger
under this section shall be effective if:
(A) A constituent organization is required
to give notice to or obtain the approval of a governmental
agency or officer in order to be a party to a merger, the
notice has been given and the approval has been obtained;
and
(B) The surviving organization is a
decentralized unincorporated nonprofit association, as
specified in the plan of merger and upon compliance by any
constituent organization that is not a nonprofit
association with any requirements, including any required
filings in the office of the secretary of state, of the
organization's governing statute; or
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(C) The surviving organization is not a
decentralized unincorporated nonprofit association under
the state law governing the surviving organization.
(d) When a merger becomes effective:
(i) The surviving organization continues or
comes into existence;
(ii) Each constituent organization that merges
into the surviving organization ceases to exist as a
separate entity;
(iii) All property owned by each constituent
organization that ceases to exist vests in the surviving
organization;
(iv) All debts, obligations or other liabilities
of each constituent organization that ceases to exist
continue as debts, obligations or other liabilities of the
surviving organization;
(v) An action or proceeding pending by or
against any constituent organization that ceases to exist
may be continued as if the merger had not occurred;
(vi) Except as prohibited by other law, all of
the rights, privileges, immunities, powers and purposes of
each constituent organization that ceases to exist vest in
the surviving organization;
(vii) Except as otherwise provided in the plan
of merger, the terms and conditions of the plan of merger
take effect;
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(viii) The merger shall not affect the personal
liability, if any, of a member, administrator or manager of
a constituent association for a debt, liability or
obligation of the nonprofit association incurred before the
merger is effective; and
(ix) A surviving organization that is a foreign
organization consents to the jurisdiction of the courts of
this state to enforce any debt, obligation or other
liability owed by a constituent organization, if before the
merger the constituent organization was subject to suit in
this state on the debt, obligation or other liability. A
surviving organization that is a foreign organization and
not authorized to transact business in this state appoints
the secretary of state as agent for service of process for
the purpose of enforcing a debt, obligation or other
liability under this subsection.
(e) Property held for a charitable purpose under the
law of this state by a domestic or foreign organization
immediately before a merger under this section becomes
effective shall not, as a result of the merger, be diverted
from the objects for which it was donated, granted or
devised, unless, to the extent required by or pursuant to
the law of this state concerning nondiversion of charitable
assets, the organization obtains an appropriate order of
the attorney general or of the district court in a
proceeding for which the attorney general has been given
notice specifying the disposition of the property.
(f) A bequest, devise, gift, grant or promise
contained in a will or other instrument of donation,
subscription or conveyance that is made to a disappearing
organization and that takes effect or remains payable after
the merger inures to the benefit of the surviving
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2024 BUDGET SESSION
organization. A trust obligation that would govern property
if transferred to the disappearing entity applies to
property that is instead transferred to the surviving
organization under this section.
17-32-128. Conversion of entities.
A decentralized unincorporated nonprofit association may
effect a conversion by complying with the applicable
provisions of W.S. 17-26-101 and any applicable provisions
of the nonprofit association's governing principles.
17-32-129. Supplemental principles of law.
Principles of law and equity supplement this act unless
displaced by a specific provision of this act.
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ENROLLED ACT NO. 23, SENATE
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2024 BUDGET SESSION
Section 2. This act is effective July 1, 2024.
(END)
Speaker of the House President of the Senate
Governor
TIME APPROVED: _________
DATE APPROVED: _________
I hereby certify that this act originated in the Senate.
Chief Clerk
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