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Chapter 22 - Uniform Unincorporated Nonprofit Association Act

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CHAPTER 22 - UNIFORM UNINCORPORATED NONPROFIT ASSOCIATION ACT 17-22-101.Short title.Thisact shall be known and may be cited as the "Wyoming UnincorporatedNonprofit Association Act." 17-22-102.Definitions.(a)As used in this act:(i)"Member" means a person who, under the rules orpractices of a nonprofit association, may participate in the selection ofpersons authorized to manage the affairs of the nonprofit association or in thedevelopment of policy of the nonprofit association;(ii)"Nonprofit association" means an unincorporatedorganization consisting of two (2) or more members joined by mutual consent fora common, nonprofit purpose.However, a joint tenancy, tenancy in common, ortenancy by the entireties does not by itself establish a nonprofit association,even if the co-owners share the use of the property for a nonprofit purpose;(iii)"Person" means an individual, corporation,business trust, estate, trust, partnership, association, agency, joint venture,government, governmental subdivision or instrumentality, or any other legal orcommercial entity;(iv)"State" means a state of the United States, theDistrict of Columbia, the commonwealth of Puerto Rico, or any territory orinsular possession subject to the jurisdiction of the United States;(v)"This act" means W.S. 17-22-101 through17-22-115. 17-22-103.Territorial application.Realand personal property in Wyoming may be acquired, held, encumbered andtransferred by a nonprofit association, whether or not the nonprofitassociation or a member has any other relationship to the state. 17-22-104.Real and personal property; nonprofit association aslegatee, devisee or beneficiary.(a)A nonprofit association in its name may acquire, hold,encumber or transfer an estate or interest in real and personal property.(b)A nonprofit association may be a legatee, devisee orbeneficiary of a trust or contract. 17-22-105.Statement of authority as to real property.(a)A nonprofit association shall execute and record astatement of authority to transfer an estate or interest in real property inthe name of the nonprofit association.(b)An estate or interest in real property in the name of anonprofit association may be transferred by a person so authorized in astatement of authority recorded in the office of the county clerk in which atransfer of the property would be recorded.(c)A statement of authority shall set forth:(i)The name of the nonprofit association;(ii)The address in this state, including the street address, ifany, of the nonprofit association. If the nonprofit association does not havean address in this state, its address out of state;(iii)The name or title of the person authorized to transfer anestate or interest in real property held in the name of the nonprofitassociation; and(iv)The action, procedure or vote of the nonprofit associationwhich authorizes the person to transfer the real property of the nonprofitassociation and which authorizes the person to execute the statement ofauthority.(d)A statement of authority shall be executed in the samemanner as a deed. The person who executes the statement of authority shall notbe the named person in the statement of authority authorized to transfer theestate or interest.(e)The filing officer may collect a fee for recording thestatement of authority in the amount authorized for recording a transfer ofreal property.(f)An amendment, including a cancellation, of a statement ofauthority shall meet the requirements for execution and recording of anoriginal statement.Unless canceled earlier, a recorded statement of authorityor its most recent amendment is canceled by operation of law five (5) yearsafter the date of the most recent recording.(g)If the record title to the real property is in the name ofa nonprofit association and the statement of authority is recorded in theoffice of the county clerk in which a transfer of real property would berecorded, the authority of the person named in a statement of authority isconclusive in favor of a transferee who gives value without notice that theperson named in the statement of authority lacks authority. 17-22-106.Liability in tort and contract.(a)A nonprofit association is a legal entity separate from itsmembers for the purposes of determining and enforcing rights, duties andliabilities in contract and tort.(b)A person is not liable for a breach of a nonprofitassociation's contract merely because the person is a member, is authorized toparticipate in the management of the affairs of the nonprofit association or isa person considered as a member by the nonprofit association.(c)A person is not liable for a tortious act or omission forwhich a nonprofit association is liable merely because the person is a member,is authorized to participate in the management of the affairs of the nonprofitassociation or is a person considered as a member by the nonprofit association. (d)A tortious act or omission of a member or other person forwhich a nonprofit association is liable is not imputed to a person merelybecause the person is a member of the nonprofit association, is authorized toparticipate in the management of the affairs of the nonprofit association or isa person considered as a member by the nonprofit association.(e)A member of, or a person considered as a member by, anonprofit association may assert a claim against the nonprofit association.Anonprofit association may assert a claim against a member or a personconsidered as a member by the nonprofit association. 17-22-107.Capacity to assert and defend; standing.(a)A nonprofit association, in its name, may institute,defend, intervene or participate in a judicial, administrative or othergovernmental proceeding or in an arbitration, mediation or any other form ofalternative dispute resolution.(b)A nonprofit association may assert a claim in its name onbehalf of its members if one (1) or more members of the nonprofit associationhave standing to assert a claim in their own right, the interests the nonprofitassociation seeks to protect are germane to its purposes, and neither the claimasserted nor the relief requested requires the participation of a member. 17-22-108.Effect of judgment or order.Ajudgment or order against a nonprofit association is not by itself a judgmentor order against a member. 17-22-109.Disposition of personal property of inactive nonprofitassociation.(a)If a nonprofit association has been inactive for three (3)years or longer, a person in possession or control of personal property of thenonprofit association may transfer the property:(i)If a nonprofit association document specifies a person towhom transfer is to be made under these circumstances, to that person; or(ii)If no person is so specified, to a nonprofit association ornonprofit corporation pursuing broadly similar purposes, or governmentalagency. 17-22-110.Appointment of agent to receive service of process.(a)A nonprofit association may file in the office of thesecretary of state a statement appointing an agent authorized to receiveservice of process.(b)A statement appointing an agent shall set forth:(i)The name of the nonprofit association;(ii)The address in this state, including the street address, ifany, of the nonprofit association. If the nonprofit association does not havean address in this state, its address out of state; and(iii)The name of the person in this state authorized to receiveservice of process and the person's address, including the state address, inthis state.(c)A statement appointing an agent shall be signed andacknowledged by a person authorized to manage the affairs of the nonprofitassociation.The statement shall also be signed and acknowledged by the personappointed agent, who thereby accepts the appointment.An appointed agent mayresign by filing a resignation in the office of the secretary of state andgiving notice to the nonprofit association.(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, anamendment, or a resignation.(e)An amendment to a statement appointing an agent to receiveservice of process shall meet the requirements for execution of an originalstatement. 17-22-111.Claim not abated by change of members of officers.Aclaim for relief against a nonprofit association does not abate solely byreason of a change in its members or persons authorized to manage the affairsof the nonprofit association. 17-22-112.Venue.Forpurposes of venue, a nonprofit association is a resident of a county in whichit has an office. 17-22-113.Summons and complaint; service on whom.Inan action or proceeding against a nonprofit association a summons and complaintshall be served on an agent authorized by appointment to receive service ofprocess, an officer, managing or general agent, or a person authorized toparticipate in the management of its affairs.If none of them can be served,service may be made on a member. 17-22-114.Transition concerning real and personal property.(a)If, before July 1, 1993, an estate or interest in real orpersonal property was purportedly transferred to a nonprofit association, onJuly 1, 1993 the estate or interest vests in the nonprofit association unless theparties have treated the transfer as ineffective.(b)If, before July 1, 1993, the transfer vested the estate orinterest in another person to hold the estate or interest as a fiduciary forthe benefit of the nonprofit association, its members, or both, on or afterJuly 1, 1993 the fiduciary may transfer the estate or interest to the nonprofitassociation in its name or the nonprofit association, by appropriateproceedings, may require that the estate or interest be transferred to it inits name. 17-22-115.Savings clause.Thisact does not affect an action or proceeding begun or right accrued before July1, 1993.
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  • CHAPTER 22 - UNIFORM UNINCORPORATED NONPROFIT ASSOCIATION ACT

     

    17-22-101. Short title.

     

    Thisact shall be known and may be cited as the "Wyoming UnincorporatedNonprofit Association Act."

     

    17-22-102. Definitions.

     

     

    (a) As used in this act:

     

    (i) "Member" means a person who, under the rules orpractices of a nonprofit association, may participate in the selection ofpersons authorized to manage the affairs of the nonprofit association or in thedevelopment of policy of the nonprofit association;

     

    (ii) "Nonprofit association" means an unincorporatedorganization consisting of two (2) or more members joined by mutual consent fora common, nonprofit purpose. However, a joint tenancy, tenancy in common, ortenancy by the entireties does not by itself establish a nonprofit association,even if the co-owners share the use of the property for a nonprofit purpose;

     

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

     

    (iv) "State" means a state of the United States, theDistrict of Columbia, the commonwealth of Puerto Rico, or any territory orinsular possession subject to the jurisdiction of the United States;

     

    (v) "This act" means W.S. 17-22-101 through17-22-115.

     

    17-22-103. Territorial application.

     

    Realand personal property in Wyoming may be acquired, held, encumbered andtransferred by a nonprofit association, whether or not the nonprofitassociation or a member has any other relationship to the state.

     

    17-22-104. Real and personal property; nonprofit association aslegatee, devisee or beneficiary.

     

     

    (a) A nonprofit association in its name may acquire, hold,encumber or transfer an estate or interest in real and personal property.

     

    (b) A nonprofit association may be a legatee, devisee orbeneficiary of a trust or contract.

     

    17-22-105. Statement of authority as to real property.

     

     

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

     

    (b) An estate or interest in real property in the name of anonprofit association may be transferred by a person so authorized in astatement of authority recorded in the office of the county clerk in which atransfer of the property would be recorded.

     

    (c) A statement of authority shall set forth:

     

    (i) The name of the nonprofit association;

     

    (ii) The address in this state, including the street address, ifany, of the nonprofit association. If the nonprofit association does not havean address in this state, its address out of state;

     

    (iii) The name or title of the person authorized to transfer anestate or interest in real property held in the name of the nonprofitassociation; and

     

    (iv) The action, procedure or vote of the nonprofit associationwhich authorizes the person to transfer the real property of the nonprofitassociation and which authorizes the person to execute the statement ofauthority.

     

    (d) A statement of authority shall be executed in the samemanner as a deed. The person who executes the statement of authority shall notbe the named person in the statement of authority authorized to transfer theestate or interest.

     

    (e) The filing officer may collect a fee for recording thestatement of authority in the amount authorized for recording a transfer ofreal property.

     

    (f) An amendment, including a cancellation, of a statement ofauthority shall meet the requirements for execution and recording of anoriginal statement. Unless canceled earlier, a recorded statement of authorityor its most recent amendment is canceled by operation of law five (5) yearsafter the date of the most recent recording.

     

    (g) If the record title to the real property is in the name ofa nonprofit association and the statement of authority is recorded in theoffice of the county clerk in which a transfer of real property would berecorded, the authority of the person named in a statement of authority isconclusive in favor of a transferee who gives value without notice that theperson named in the statement of authority lacks authority.

     

    17-22-106. Liability in tort and contract.

     

     

    (a) A nonprofit association is a legal entity separate from itsmembers for the purposes of determining and enforcing rights, duties andliabilities in contract and tort.

     

    (b) A person is not liable for a breach of a nonprofitassociation's contract merely because the person is a member, is authorized toparticipate in the management of the affairs of the nonprofit association or isa person considered as a member by the nonprofit association.

     

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

     

    (d) A tortious act or omission of a member or other person forwhich a nonprofit association is liable is not imputed to a person merelybecause the person is a member of the nonprofit association, is authorized toparticipate in the management of the affairs of the nonprofit association or isa person considered as a member by the nonprofit association.

     

    (e) A member of, or a person considered as a member by, anonprofit association may assert a claim against the nonprofit association. Anonprofit association may assert a claim against a member or a personconsidered as a member by the nonprofit association.

     

    17-22-107. Capacity to assert and defend; standing.

     

     

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

     

    (b) A nonprofit association may assert a claim in its name onbehalf of its members if one (1) or more members of the nonprofit associationhave standing to assert a claim in their own right, the interests the nonprofitassociation seeks to protect are germane to its purposes, and neither the claimasserted nor the relief requested requires the participation of a member.

     

    17-22-108. Effect of judgment or order.

     

    Ajudgment or order against a nonprofit association is not by itself a judgmentor order against a member.

     

    17-22-109. Disposition of personal property of inactive nonprofitassociation.

     

     

    (a) If a nonprofit association has been inactive for three (3)years or longer, a person in possession or control of personal property of thenonprofit association may transfer the property:

     

    (i) If a nonprofit association document specifies a person towhom transfer is to be made under these circumstances, to that person; or

     

    (ii) If no person is so specified, to a nonprofit association ornonprofit corporation pursuing broadly similar purposes, or governmentalagency.

     

    17-22-110. Appointment of agent to receive service of process.

     

     

    (a) A nonprofit association may file in the office of thesecretary of state a statement appointing an agent authorized to receiveservice of process.

     

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

     

    (i) The name of the nonprofit association;

     

    (ii) The address in this state, including the street address, ifany, of the nonprofit association. If the nonprofit association does not havean address in this state, its address out of state; and

     

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

     

    (c) A statement appointing an agent shall be signed andacknowledged by a person authorized to manage the affairs of the nonprofitassociation. The statement shall also be signed and acknowledged by the personappointed agent, who thereby accepts the appointment. An appointed agent mayresign by filing a resignation in the office of the secretary of state andgiving notice to the nonprofit association.

     

    (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, anamendment, or a resignation.

     

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

     

    17-22-111. Claim not abated by change of members of officers.

     

    Aclaim for relief against a nonprofit association does not abate solely byreason of a change in its members or persons authorized to manage the affairsof the nonprofit association.

     

    17-22-112. Venue.

     

    Forpurposes of venue, a nonprofit association is a resident of a county in whichit has an office.

     

    17-22-113. Summons and complaint; service on whom.

     

    Inan action or proceeding against a nonprofit association a summons and complaintshall be served on an agent authorized by appointment to receive service ofprocess, an officer, managing or general agent, or a person authorized toparticipate in the management of its affairs. If none of them can be served,service may be made on a member.

     

    17-22-114. Transition concerning real and personal property.

     

     

    (a) If, before July 1, 1993, an estate or interest in real orpersonal property was purportedly transferred to a nonprofit association, onJuly 1, 1993 the estate or interest vests in the nonprofit association unless theparties have treated the transfer as ineffective.

     

    (b) If, before July 1, 1993, the transfer vested the estate orinterest in another person to hold the estate or interest as a fiduciary forthe benefit of the nonprofit association, its members, or both, on or afterJuly 1, 1993 the fiduciary may transfer the estate or interest to the nonprofitassociation in its name or the nonprofit association, by appropriateproceedings, may require that the estate or interest be transferred to it inits name.

     

    17-22-115. Savings clause.

     

    Thisact does not affect an action or proceeding begun or right accrued before July1, 1993.

     

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