Wyoming Statute § 17-19-1001 outlines the requirements for dissolution of a nonprofit corporation. When a nonprofit corporation dissolves, its assets must be distributed in accordance with its articles of incorporation or bylaws, or if not specified, to a recipient that qualifies as an exempt organization under federal law, such as the Internal Revenue Code Section 501(c)(3). This ensures that the charitable purpose for which the nonprofit was established continues to be served, even after its dissolution. The process involves winding up affairs, paying debts, and then distributing remaining assets. The specific order and recipient of asset distribution are crucial to maintaining compliance with both state and federal nonprofit regulations. Failure to distribute assets to an appropriate entity can lead to the state retaining the assets or imposing penalties. The Wyoming Nonprofit Corporation Act, specifically referencing the distribution of assets upon dissolution, mandates that such assets must be distributed for one or more exempt purposes.

The Wyoming Nonprofit Corporation Act, specifically Wyoming Statutes Annotated (W.S.A.) § 17-19-114, addresses the requirements for a nonprofit corporation to maintain its corporate existence. Dissolution of a nonprofit corporation in Wyoming is a multi-step process. The initial step is typically the adoption of a resolution of dissolution by the board of directors and, if applicable, by the members. Following this, the corporation must file Articles of Dissolution with the Wyoming Secretary of State. Crucially, before or after filing the Articles of Dissolution, the corporation must undertake winding up its affairs. Winding up involves ceasing to conduct its business except as necessary for winding up, collecting its assets, prosecuting and defending suits, and selling, leasing, transferring, or disposing of its assets in the usual course of business or for fair value. A key aspect of winding up is the proper distribution of assets. Wyoming law, like most state laws, mandates that after all liabilities and obligations of the corporation have been paid or adequately provided for, any remaining assets must be distributed to one or more domestic or foreign corporations or not-for-profit corporations, or to the federal government, state, or local government, or to any other person or persons for a public purpose. Assets cannot be distributed to the members, directors, or officers of the corporation. Therefore, the final step in the winding-up process, after settling debts and obligations, is the disposition of remaining assets in accordance with the law, which prioritizes public or charitable purposes over private benefit. The filing of a final report or certificate of termination with the Secretary of State may be required after the winding-up is complete, signifying the formal end of the corporation’s existence.

The Wyoming Nonprofit Corporation Act, specifically focusing on director duties, mandates that directors must act in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner the director reasonably believes to be in the best interests of the corporation. This is often referred to as the duty of care and the duty of loyalty. When a director has a conflict of interest, such as a personal financial stake in a transaction, the transaction must be disclosed and approved by a majority of disinterested directors or by the members. Alternatively, the transaction can be upheld if it is fair to the corporation at the time it is authorized. Failure to adhere to these duties can lead to personal liability for damages caused to the nonprofit. In this scenario, the proposed lease agreement directly benefits the president’s family business, creating a clear conflict of interest. The board’s approval of this lease without proper disclosure and without demonstrating fairness to the nonprofit would violate the director’s duties under Wyoming law. The most prudent course of action to mitigate legal risk and uphold fiduciary responsibilities involves ensuring transparency and fairness. This means the president must disclose the personal interest, and the board must then approve the lease only after determining it is fair to the nonprofit corporation, or have a majority of disinterested directors approve it. Simply abstaining from voting by the interested director is insufficient if the transaction itself is not fair or approved by disinterested parties.

Wyoming Statute § 17-19-852 governs the dissolution of nonprofit corporations. When a nonprofit corporation is dissolved, its assets must be distributed for exempt purposes. Specifically, Wyoming law requires that after paying or making provision for the payment of all liabilities of the corporation, any remaining assets must be distributed to one or more exempt organizations or for one or more exempt purposes. An “exempt purpose” is defined in Wyoming Statute § 17-19-101(10) and generally refers to purposes that would qualify the organization for tax-exempt status under federal law, such as charitable, religious, educational, scientific, literary, or prevention of cruelty to children or animals purposes. Distributing assets to members or directors, even if they are also volunteers or donors, would be a distribution for private benefit and is contrary to the statutory requirements for dissolution. Therefore, the remaining assets must be dedicated to a charitable purpose, such as supporting other qualified nonprofit organizations or funding specific charitable projects, ensuring that the dissolution adheres to the principles of public benefit and continued charitable activity.

Wyoming Statute § 17-2-107 outlines the requirements for annual reports for domestic nonprofit corporations. This statute mandates that each domestic nonprofit corporation shall file an annual report with the Secretary of State. The report must contain specific information, including the name of the corporation, the principal office address, the names and business or residential addresses of its directors and principal officers, and a brief statement of the character of the business or activities of the corporation. The filing fee for this annual report is set by statute, and failure to file the report and pay the fee can lead to administrative dissolution. For the fiscal year ending December 31, 2023, a Wyoming nonprofit corporation must file its annual report by April 1, 2024, to remain in good standing. The filing fee is \$25. Therefore, the total cost to ensure compliance for the year is \$25. This requirement is crucial for maintaining the corporation’s legal existence and its ability to conduct business in Wyoming. The annual report serves as a mechanism for the state to ensure that corporations are still active and operating within the bounds of the law, and it provides updated contact and leadership information.

Wyoming Statute § 17-19-812 governs the dissolution of nonprofit corporations. When a nonprofit corporation is dissolved, its assets must be distributed in accordance with its articles of incorporation or bylaws, or if not specified, to a recipient that qualifies as an exempt organization under federal law, such as a 501(c)(3) organization. This ensures that the assets continue to serve charitable or public purposes. If the articles or bylaws are silent and no suitable exempt organization can be identified, the assets may escheat to the state. The process typically involves winding up affairs, paying debts and liabilities, and then distributing remaining assets. For a Wyoming nonprofit, the Board of Directors is responsible for overseeing this process, ensuring compliance with both state law and the organization’s governing documents. The distribution to another Wyoming nonprofit corporation with similar purposes is a common and legally sound method of asset distribution during dissolution.

Wyoming Statute § 17-19-102(a)(xi) defines a “dissolved nonprofit corporation” as one that has completed the dissolution process. The process itself is governed by Wyoming Statute § 17-19-1401 et seq. This statute outlines the steps a nonprofit must take when winding up its affairs. Crucially, Wyoming law, specifically § 17-19-1403, mandates that after a nonprofit corporation has been dissolved, its board of directors or trustees must take reasonable steps to give notice of the dissolution to creditors. This notice requirement is a fundamental aspect of the winding-up process, ensuring that known creditors are informed and have an opportunity to present their claims. Failure to provide such notice can have legal ramifications for the directors and the corporation’s assets. The statute does not require notification to the Secretary of State as part of the creditor notification process itself, although the dissolution filing with the Secretary of State is a prerequisite to formally commencing the winding-up. The notification of the public through a general newspaper announcement is also a permissive step, not a mandatory one for all creditors, whereas direct notice to known creditors is a more specific and legally binding requirement.

Wyoming Statute § 17-19-101(a)(xxii) defines “member” as a person having the right to vote for the election of the directors of a nonprofit corporation. Wyoming Statute § 17-19-701 outlines the general powers of the board of directors, including the authority to manage the affairs of the corporation. Wyoming Statute § 17-19-715(a) states that the board may delegate duties to committees. However, the ultimate responsibility for oversight remains with the full board. In the scenario presented, the board of directors of “Prairie Bloom Foundation,” a Wyoming nonprofit, is considering a proposal to delegate the final approval of all grant applications exceeding \$10,000 to a newly formed “Grant Review Committee.” While the committee can review and recommend, the board retains the power to approve or reject these recommendations. This delegation is permissible under Wyoming law, as the board can delegate tasks. The key is that the ultimate decision-making authority for grants over \$10,000, even after committee review, still rests with the full board. The question probes the understanding of the board’s inherent authority versus permissible delegation of duties, and how ultimate responsibility is maintained. The board’s ability to delegate tasks to committees, as per § 17-19-715(a), allows for the formation of such a committee. However, the statute does not divest the board of its ultimate oversight and decision-making power, especially concerning significant financial allocations. Therefore, the board’s retention of the final approval authority ensures compliance with the governance principles of Wyoming nonprofit law, where the board remains accountable for the corporation’s actions.

The Wyoming Nonprofit Corporation Act, specifically focusing on the dissolution process, outlines distinct procedures for voluntary and involuntary dissolution. For a nonprofit corporation that has ceased to conduct its activities, the Act provides a pathway for voluntary dissolution. This typically involves a resolution by the board of directors, followed by a vote of the members if applicable, and then filing specific documents with the Wyoming Secretary of State. However, the question posits a scenario where a nonprofit has simply stopped operating, implying a cessation of activities without formal dissolution proceedings. In such a case, the Act anticipates that the corporation may still be subject to administrative dissolution if it fails to maintain its good standing or comply with statutory requirements. While a nonprofit can voluntarily dissolve by following the statutory procedures, including filing articles of dissolution, if it has ceased operations and has no assets or liabilities, it can still initiate a voluntary dissolution process. This process, as detailed in Wyoming Statutes § 17-19-1401 through § 17-19-1407, requires the board of directors to adopt a resolution to dissolve, followed by the filing of Articles of Dissolution with the Secretary of State after winding up the corporation’s affairs. The winding up process involves collecting assets, paying debts, and distributing remaining assets to designated recipients, typically other tax-exempt organizations. The prompt describes a situation where the nonprofit has ceased its activities, which necessitates the formal winding up and dissolution process. The most appropriate action for the board, given the cessation of activities and the potential for administrative dissolution or simply a need to formally close the entity, is to initiate the voluntary dissolution process as outlined by Wyoming law. This ensures proper closure and avoids potential future liabilities or administrative actions by the state.

The Wyoming Nonprofit Corporation Act, specifically focusing on the powers and limitations of nonprofit corporations, addresses the capacity of such entities to engage in activities beyond their stated purpose. While nonprofit corporations are formed for specific charitable, educational, religious, or other lawful purposes, the Act generally grants them broad powers to carry out these purposes. However, these powers are not unlimited and are subject to restrictions outlined in the articles of incorporation, bylaws, and applicable state and federal laws. When a nonprofit corporation engages in an ultra vires act, meaning an act beyond its legal powers or capacity, the consequences can vary. Wyoming law, like many other states, permits challenges to such acts. A director or officer who knowingly participates in an ultra vires act could be held personally liable for any damages resulting from that act. Furthermore, the state, through its Attorney General, can seek to enjoin or dissolve a corporation that has engaged in acts contrary to its corporate purpose or the law. The concept of “ultra vires” is crucial in understanding the boundaries of corporate action and the accountability of those who govern nonprofit organizations. The question probes the legal recourse available to the state when a nonprofit corporation acts outside its authorized scope, which is a key aspect of corporate oversight and enforcement of nonprofit governance principles. The Wyoming Attorney General’s authority to intervene in such matters is a fundamental element of ensuring that nonprofit entities operate in accordance with their stated missions and legal obligations, thereby protecting the public interest and the integrity of the nonprofit sector.

The Wyoming Nonprofit Corporation Act, specifically Wyoming Statutes Annotated (W.S.A.) § 17-19-115, governs the process for amending articles of incorporation for nonprofit corporations. For amendments that materially alter the rights, privileges, or powers of members, or for amendments that alter the way members are classified or the terms of membership, a vote of the members is typically required. However, the Act also allows for amendments to be adopted by the board of directors without member approval under certain circumstances, particularly if the amendment does not affect member rights or the structure of membership. In this scenario, the proposed amendment to change the registered agent and registered office address is a procedural and administrative change. Such amendments are generally considered to not materially alter the rights, privileges, or powers of the members, nor do they alter the classification or terms of membership. Therefore, under W.S.A. § 17-19-115(a)(ii), the board of directors alone can approve this type of amendment without a member vote. The articles of incorporation would then be amended by filing a certificate of amendment with the Wyoming Secretary of State.

Wyoming Statute § 17-19-107 governs the dissolution of nonprofit corporations. When a nonprofit corporation is dissolved, its assets must be distributed in accordance with its articles of incorporation, bylaws, or a plan of dissolution. If these documents do not specify a method of distribution, or if the specified method is invalid, Wyoming law mandates that the assets be distributed to one or more domestic or foreign corporations, societies, or organizations engaged in activities substantially similar to those of the dissolving corporation, or to a government or governmental subdivision or agency. This ensures that the charitable or public purpose for which the nonprofit was established continues to be served. The key principle is that assets dedicated to charitable purposes cannot be distributed to individuals, such as members or directors, unless those individuals are also recipients of the charitable purpose (e.g., beneficiaries of a program). In this scenario, the articles of incorporation are silent on asset distribution. Therefore, the board must seek a recipient that aligns with the historical mission of the organization, which was providing educational resources to rural communities in Wyoming. Distributing assets to a for-profit entity or to individual board members would violate the principles of nonprofit law and the public trust.

The scenario involves a Wyoming nonprofit corporation, “Prairie Star Foundation,” facing a potential conflict of interest. The question probes the appropriate governance mechanism for addressing such situations under Wyoming law. Wyoming Statutes Annotated (WSA) § 17-19-831 specifically addresses conflicts of interest for directors. This statute requires that a director who has a direct or indirect interest in a contract or transaction that the corporation is a party to must disclose their interest to the board. Following disclosure, the interested director may not vote on the contract or transaction. Furthermore, the statute allows for the contract or transaction to be approved if it is fair to the corporation at the time it is authorized, or if the material facts are disclosed and the board or a committee of disinterested directors approves it. The most robust and legally sound method to ensure fairness and compliance is for the board to approve the transaction after full disclosure by the interested director, with the interested director abstaining from voting. This process safeguards against self-dealing and upholds fiduciary duties. Therefore, the correct action is for the board to review and approve the transaction after the interested director discloses their involvement and recuses themselves from the vote.

Wyoming Statute § 17-19-102(a)(x) defines a “dissolved nonprofit corporation” as one that has completed the winding up process and has no business for which it can still be carried on. The process of winding up, as outlined in Wyoming Statute § 17-19-140 et seq., involves steps such as ceasing operations, notifying creditors, and distributing assets. A nonprofit corporation is considered dissolved for purposes of Wyoming law when the Secretary of State has filed a certificate of dissolution, or when a judicial decree of dissolution has been entered. The distribution of assets during winding up must follow the order specified in Wyoming Statute § 17-19-147, which prioritizes creditors, members with specific rights, and then other members or purposes. The key distinction is that dissolution is the legal termination of the entity’s existence, and the winding up is the process of settling its affairs. Therefore, a nonprofit corporation is legally dissolved in Wyoming once the formal dissolution process, culminating in filing with the Secretary of State or a court order, is complete, regardless of whether all internal administrative tasks of winding up are finalized.

Wyoming Statute § 17-19-820 outlines the requirements for a nonprofit corporation to dissolve voluntarily. For a public benefit corporation, dissolution requires a resolution approved by at least two-thirds of the directors then in office. This resolution must then be submitted to the members, if any, for approval. If there are no members, or if the articles of incorporation or bylaws do not specify a member voting procedure, the resolution must be approved by the directors. The statute further mandates that notice of the proposed dissolution be given to all members, if any, and to any other person or entity whose consent is required by the articles of incorporation or bylaws. Following approval, the corporation must file Articles of Dissolution with the Wyoming Secretary of State, which typically includes a statement that the corporation has no debts or liabilities, or that adequate provision has been made for their satisfaction. The process also involves winding up the corporation’s affairs, which includes collecting assets, paying or making provision for debts and liabilities, and distributing remaining assets to appropriate recipients, often other tax-exempt organizations if the corporation was a public charity. The statute emphasizes that the distribution of assets must be consistent with the corporation’s purpose and any restrictions in its articles of incorporation.

The Wyoming Nonprofit Corporation Act, specifically Wyoming Statute §17-19-1001 et seq., outlines the procedures for the dissolution of a nonprofit corporation. When a nonprofit corporation in Wyoming decides to dissolve, it must follow a statutory process to ensure its assets are distributed appropriately and its legal existence is properly terminated. This process typically involves a resolution by the board of directors, followed by a vote of the members if the corporation has members. Once the dissolution is approved, the corporation must cease its ordinary business activities and begin winding up its affairs. Winding up involves collecting its assets, paying off debts and liabilities, and distributing any remaining assets. For a public benefit or religious nonprofit corporation, Wyoming law mandates that any remaining assets after satisfying creditors must be distributed for one or more exempt purposes specified in the articles of incorporation or to another organization that is itself an organization described in section 501(c)(3) of the Internal Revenue Code and exempt from tax under section 501(a) of the Internal Revenue Code. This ensures that the charitable purpose for which the nonprofit was established continues to be served. The corporation must file a final certificate of dissolution with the Wyoming Secretary of State to formally end its legal existence. Failure to adhere to these statutory requirements can lead to complications in the dissolution process and potential legal liabilities.

The Wyoming Nonprofit Corporation Act, specifically referencing provisions related to director duties and liabilities, establishes a framework for accountability. Directors owe a duty of care, requiring them to act in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner the director reasonably believes to be in the best interests of the corporation. They also owe a duty of loyalty, prohibiting self-dealing and requiring directors to act without conflict of interest. In Wyoming, directors can be held personally liable for wrongful distributions, loans to directors, or for violating their duties of care and loyalty. The Business Judgment Rule, a common law doctrine recognized in many jurisdictions including Wyoming, generally protects directors from liability for honest mistakes of judgment, provided they acted on an informed basis, in good faith, and in the best interests of the corporation. However, this protection is not absolute and can be overcome by evidence of fraud, illegality, self-dealing, or a gross abuse of discretion. Therefore, a director who relies in good faith on information, opinions, reports, or statements presented by officers, employees, or committees of the board whom the director reasonably believes to be reliable and competent in the matters presented, or by legal counsel, public accountants, or other persons as to matters which the director reasonably believes to be within their professional or expert competence, is protected. This protection is contingent upon the director’s reasonable belief in the reliability and competence of the source of information.

Wyoming Statute § 17-19-114 addresses the dissolution of nonprofit corporations. Specifically, it outlines the procedure for voluntary dissolution. A nonprofit corporation may be dissolved by the signed, written consent of all persons having voting rights, or by the action of the board of directors followed by a vote of the persons having voting rights. Once a resolution to dissolve is adopted, the corporation must file articles of dissolution with the Wyoming Secretary of State. Prior to filing, the corporation must cease conducting its business except as necessary to wind up its affairs. This winding up process involves collecting assets, paying or making provision for the payment of all liabilities, and distributing any remaining assets in accordance with the corporation’s articles of incorporation or bylaws, or if none, in a manner consistent with the corporation’s purposes. The statute emphasizes that assets held for charitable purposes must be distributed to other organizations engaged in similar charitable activities in Wyoming, or to a court-appointed receiver for distribution.

The Wyoming Nonprofit Corporation Act, specifically referencing provisions related to director duties and potential conflicts of interest, guides the resolution of this scenario. Directors owe a fiduciary duty to the corporation, which includes the duty of loyalty and the duty of care. The duty of loyalty requires directors to act in the best interests of the corporation and to avoid self-dealing or conflicts of interest. In this case, Mr. Abernathy’s direct financial interest in the consulting firm bidding for the contract creates a clear conflict of interest. Wyoming law generally requires that a director with a material financial interest in a transaction with the corporation must disclose the nature and extent of their interest to the board. Furthermore, such a director should not participate in the discussion or vote on the matter. While the statute allows for interested director transactions if certain conditions are met (like full disclosure and approval by disinterested directors, or if the transaction is fair to the corporation), the lack of disclosure and recusal by Mr. Abernathy violates these principles. The board’s subsequent approval without full knowledge of his interest and his participation in the vote makes the contract potentially voidable. The question asks about the most appropriate action for the board to take upon discovering this breach. The most prudent and legally sound step is to review the contract and the circumstances of its approval to determine if it is fair to the corporation and to address the director’s breach of fiduciary duty. This review process is crucial for upholding corporate governance standards and mitigating potential legal challenges. The other options are less comprehensive or legally sound. Simply terminating the contract without review might be an overreaction and could have its own consequences. Ignoring the issue would be a clear dereliction of duty. While removing the director is a possibility, it is a consequence of the breach, not the immediate corrective action regarding the contract itself. The primary concern is rectifying the governance failure and ensuring the contract’s validity or voidability is properly assessed.

Wyoming Statute § 17-2-102 governs the authority of a nonprofit corporation’s board of directors to amend its articles of incorporation. Generally, amendments require approval by the board and, depending on the nature of the amendment and the corporation’s bylaws, may also require approval by the members. However, certain amendments, such as those affecting the rights of members or altering the fundamental purpose of the corporation, often necessitate a higher level of member consent. Wyoming law, specifically in § 17-2-102(b), indicates that if a corporation has members, the board shall adopt a resolution setting forth the amendment and directing that it be submitted to a vote of the members. Unless the articles of incorporation or bylaws specify a greater quorum or voting requirement, a majority of the votes cast by members entitled to vote at a meeting at which a quorum is present is sufficient for approval. Without specific provisions in the bylaws or articles mandating a supermajority for all amendments, a simple majority of votes cast at a properly convened meeting with a quorum is the default for member-approved amendments. Therefore, if the articles of incorporation do not specify a different voting threshold for amendments that alter the corporation’s purpose, and the bylaws are silent on this specific matter, a majority of the votes cast by members at a meeting with a quorum is the legally operative standard for approval. The board’s initial resolution is a prerequisite, but the ultimate decision for such a significant change rests with the members according to the statutory framework.

Wyoming Statute § 17-2-107 outlines the requirements for the annual report of a nonprofit corporation. This report must be filed with the Wyoming Secretary of State and includes information such as the corporation’s name, principal office address, the names and addresses of its directors and officers, and a brief statement of the character of the business or activities of the corporation. The statute specifies that the annual report is due by the first day of the anniversary month in which the corporation was incorporated. For instance, if a nonprofit was incorporated on March 15, 2020, its annual report would be due by March 1st of each subsequent year. The purpose of this report is to maintain the public record of the corporation’s status and leadership, ensuring transparency and accountability. Failure to file the annual report can lead to administrative dissolution of the corporation by the Secretary of State, as per Wyoming Statute § 17-2-110. This administrative dissolution process involves notification to the corporation and a period to cure the delinquency before dissolution becomes effective.

The Wyoming Nonprofit Corporation Act, specifically Wyoming Statute § 17-19-1001, outlines the requirements for amending articles of incorporation. For a nonprofit corporation, an amendment to the articles of incorporation generally requires approval by the board of directors and then by a majority of the members entitled to vote, or if there are no members or no provision for voting by members, by a majority of the directors. However, if the articles of incorporation reserve the right to amend to the directors alone, or if the amendment concerns only the directors, then only the directors’ approval is necessary. In this scenario, the amendment directly affects the governance structure by altering the composition of the board of directors. While the initial amendment to the bylaws regarding board size was approved by the board, the subsequent amendment to the articles of incorporation to reflect this change requires a specific member vote unless the articles state otherwise. Since the articles of incorporation did not reserve the amendment power solely to the board, and the change impacts the fundamental governance structure, a member vote is typically mandated. The question specifies that the articles of incorporation do not contain any provisions allowing the board to amend them unilaterally. Therefore, the amendment to the articles of incorporation requires the approval of the members.

The Wyoming Nonprofit Corporation Act, specifically Wyoming Statutes Annotated (Wyo. Stat. Ann.) § 17-19-102(a)(x), defines a “member” as “one or more persons on whom are conferred the privileges and conditions of membership.” This definition is broad and allows for flexibility in how membership is structured within a nonprofit. The Act does not mandate that membership be based on financial contributions, voting rights, or active participation, though these are common attributes. The core of membership, as per the statute, is the conferral of specific privileges and conditions. Therefore, a person who has been granted the right to attend annual meetings and receive informational mailings, even without paying dues or having voting power, meets the statutory definition of a member. This highlights that membership in a Wyoming nonprofit is a status defined by the corporation’s bylaws and the Act’s overarching definition, not by specific financial or participatory thresholds that are not explicitly required by law. The ability to participate in governance, such as voting, is a privilege that can be granted to members, but its absence does not negate membership status if other privileges and conditions are met.

Wyoming Statute § 17-19-115 governs the dissolution of nonprofit corporations. When a nonprofit corporation is dissolved, its assets must be distributed for exempt purposes. Specifically, Wyoming law requires that after paying or making provision for the payment of all liabilities, remaining assets shall be distributed to one or more exempt organizations or for one or more exempt purposes. An “exempt purpose” is defined in Wyoming Statute § 17-19-101(a)(vi) as a purpose that is charitable, religious, educational, scientific, literary, testing for public safety, fostering national or international amateur sports competition, or preventing cruelty to children or animals. The statute also allows for distribution to the federal government, a state, or a political subdivision thereof, for a public purpose. In this scenario, the “Wyoming Wildlife Preservation Fund” is an organization dedicated to wildlife conservation, which clearly falls under the umbrella of an exempt purpose as it aligns with preventing cruelty to animals and promoting scientific and educational objectives related to wildlife. Therefore, the remaining assets should be transferred to this fund.

Wyoming law, specifically the Wyoming Nonprofit Corporation Act, outlines specific procedures for handling conflicts of interest involving directors. When a director has a material financial interest in a transaction or contract with the corporation, that director must disclose the nature of the interest and the transaction to the board. The interested director is then prohibited from participating in the discussion or voting on the matter. The board, excluding the interested director, can approve the transaction if it is fair to the corporation. Alternatively, if the interested director’s interest and the transaction are disclosed to and approved by the voting members of the corporation, the transaction can also be valid. This ensures that decisions affecting the nonprofit are made in the best interest of the organization and its mission, rather than for the personal gain of individuals. The core principle is transparency and the removal of the conflicted individual from the decision-making process.

Wyoming Statute § 17-19-114 addresses the dissolution of nonprofit corporations. When a nonprofit corporation is dissolved, its assets must be distributed in accordance with its articles of incorporation, bylaws, or a plan of dissolution. If the articles and bylaws are silent on the matter, Wyoming law mandates that assets be distributed to a person or persons, or to a domestic or foreign corporation or entity, that is qualified to receive them, or for a public purpose. This typically means distribution to another tax-exempt organization with similar purposes, or to a governmental entity. A distribution to the individual members of the corporation, especially if they are not themselves charitable entities, would generally not be permissible unless the corporation was specifically formed for the mutual benefit of its members in a way that aligns with charitable distribution principles, which is uncommon for most tax-exempt nonprofits. The primary consideration is ensuring that the residual assets are used for purposes that are charitable or for the public good, aligning with the original tax-exempt status.

Wyoming Statutes Annotated (W.S.A.) § 17-19-813 governs the dissolution of nonprofit corporations. When a nonprofit corporation is dissolved, its assets must be distributed for exempt purposes. This means that after paying off all debts and liabilities, the remaining assets cannot inure to the benefit of any private individual, director, officer, or member. Instead, these assets must be distributed to one or more organizations that qualify as exempt under Section 501(c)(3) of the Internal Revenue Code, or to the federal government, a state or local government, or any other organization specified in the articles of incorporation or bylaws that is dedicated to charitable purposes. The process typically involves a vote of the members or directors, depending on the corporation’s governing documents and W.S.A. § 17-19-811, followed by filing a certificate of dissolution with the Wyoming Secretary of State. The key principle is that the charitable mission of the corporation must be upheld even in dissolution, preventing private enrichment.

The Wyoming Nonprofit Corporation Act, specifically Wyoming Statute §17-19-840, addresses the dissolution of a nonprofit corporation. When a nonprofit corporation dissolves, its assets must be distributed for exempt purposes. This means that any remaining property or funds after paying debts and liabilities must be given to another organization that qualifies for tax-exempt status under federal or state law, or to a public benefit corporation. The statute prohibits the distribution of assets to the members, directors, or officers of the dissolving corporation. Therefore, if a Wyoming nonprofit corporation, “Prairie Roots Foundation,” dissolves and has remaining assets after settling all its obligations, these assets must be transferred to an entity that serves a charitable or public purpose, aligning with the foundation’s original mission or a similar exempt purpose, as mandated by Wyoming law. This ensures that the assets continue to be used for public benefit and do not revert to private individuals.

Wyoming Statute § 17-19-801 outlines the requirements for a nonprofit corporation to dissolve voluntarily. This process generally involves a resolution adopted by the board of directors, followed by a vote of the members or shareholders. If the corporation has members, the Wyoming Nonprofit Corporation Act generally requires that a resolution of dissolution be adopted by the board of directors and then submitted to the members for approval. The specific voting threshold for member approval is typically set forth in the articles of incorporation or bylaws, but absent such provisions, a majority of all members entitled to vote on the matter is usually required. For corporations without members, the board of directors can often approve dissolution. Following member or board approval, the corporation must file Articles of Dissolution with the Wyoming Secretary of State. The process also involves winding up the affairs of the corporation, which includes ceasing operations, collecting assets, paying liabilities, and distributing any remaining assets to appropriate recipients, often other tax-exempt organizations. The question probes the critical step of member approval for dissolution when members exist, focusing on the statutory framework and typical governance provisions for such a significant corporate action. The correct answer reflects the general requirement for member approval of dissolution under Wyoming law when members are involved in the governance structure of the nonprofit.

The scenario presented involves a Wyoming nonprofit corporation, “Prairie Skies Foundation,” facing a critical decision regarding its mission fulfillment and financial sustainability. The question tests the understanding of Wyoming’s specific statutory framework governing nonprofit corporations, particularly concerning the process of amending articles of incorporation and the role of member or director consent in such significant changes. Wyoming Statute § 17-19-1001 outlines the procedures for amending articles of incorporation. For nonprofit corporations, amendments typically require a resolution approved by the board of directors and, depending on the corporation’s bylaws and the nature of the amendment, may also require approval from the members. The statute emphasizes that the amendment must be adopted by the board and, if the corporation has members, by the members. The specific threshold for member approval is often dictated by the corporation’s articles of incorporation or bylaws, but a supermajority vote is common for fundamental changes. In this case, the proposed amendment to shift focus from environmental conservation to historical preservation represents a significant alteration of the corporation’s purpose. Therefore, the process would necessitate a board resolution followed by member approval, adhering to the voting thresholds established in the bylaws or, in their absence, by statutory default provisions for member-approved actions. The key is that both the board and, if applicable, the members must formally consent to the change. The options provided reflect different levels of procedural rigor and adherence to Wyoming law. The correct path involves both board and member action, assuming the foundation has members and its bylaws do not specify a different, legally permissible procedure.