Wyoming law, specifically the Wyoming Nonprofit Corporation Act, outlines the procedures for the dissolution of a nonprofit corporation. When a nonprofit corporation decides to dissolve, it must follow a series of steps to ensure its affairs are properly wound up. This typically involves adopting a resolution for dissolution, filing a statement of intent to dissolve with the Wyoming Secretary of State, and then proceeding with the winding up process. The winding up process requires the corporation to cease its activities, collect its assets, pay its debts and liabilities, and distribute any remaining assets. Wyoming Statute §17-2-107 details the requirements for the distribution of assets upon dissolution. For a public benefit nonprofit corporation, assets must be distributed for exempt purposes, meaning they are given to another organization that is also exempt under Section 501(c)(3) of the Internal Revenue Code or to a governmental entity for a public purpose. A private benefit nonprofit, while less common, would distribute assets according to its articles of incorporation or bylaws, which might still lean towards charitable or educational purposes. The key principle is that assets acquired by a tax-exempt entity cannot inure to the benefit of private individuals. Therefore, the distribution of remaining assets must align with the corporation’s original charitable or public purpose.

The Wyoming Nonprofit Corporation Act, specifically focusing on the dissolution process, outlines the procedures for winding up a nonprofit corporation’s affairs. When a nonprofit corporation in Wyoming decides to dissolve, it must first adopt a resolution of dissolution. This resolution typically requires approval by a certain percentage of the voting members or the board of directors, depending on the corporation’s bylaws and the Wyoming statutes. Following the adoption of the resolution, the corporation must cease conducting its business except as necessary for an orderly winding up. A crucial step involves notifying creditors of the dissolution. Wyoming law, similar to many other states, mandates that notice be given to known creditors. For unknown creditors, publication of notice is generally required. The corporation then proceeds to collect its assets, pay or make provision for its liabilities, and distribute any remaining assets. The distribution of assets upon dissolution for a Wyoming nonprofit corporation is governed by Wyoming Statute § 17-19-1406. This statute dictates that assets remaining after the payment of liabilities and expenses shall be distributed to one or more persons described in § 17-19-1407. Section 17-19-1407 specifies that such assets must be distributed for one or more of the purposes specified in the corporation’s articles of incorporation or to a nonprofit corporation, association, trust, or government entity that is exempt under § 501(c)(3) of the Internal Revenue Code or a similar provision, or for any other purpose that would be charitable, educational, religious, or scientific. The key is that the assets cannot inure to the benefit of any private individual, director, officer, or member. Therefore, the final distribution must align with the corporation’s stated purposes and tax-exempt status, preventing private gain.

The Wyoming Nonprofit Corporation Act, specifically under Wyoming Statutes Annotated § 17-19-101 et seq., governs the formation and operation of nonprofit corporations within the state. A key aspect of this act pertains to the dissolution of a nonprofit corporation. When a Wyoming nonprofit corporation undergoes voluntary dissolution, the process involves several statutory steps to wind up its affairs and distribute its assets. According to Wyoming law, after satisfying or making provision for all claims and liabilities, any remaining assets must be distributed for the purposes specified in the corporation’s articles of incorporation or bylaws. If the articles or bylaws do not specify a recipient for remaining assets, or if such a distribution would be invalid, the Wyoming Nonprofit Corporation Act directs that the assets shall be distributed to one or more domestic or foreign corporations or organizations engaged in activities substantially similar to those of the dissolving corporation, or to a public benefit corporation, as determined by the court. This ensures that the charitable or public purpose for which the nonprofit was established is continued. Therefore, the distribution of remaining assets to another Wyoming nonprofit organization with similar charitable purposes is the legally prescribed method.

The Wyoming Nonprofit Corporation Act, specifically Wyoming Statutes Annotated § 17-19-101 et seq., governs the formation, operation, and dissolution of nonprofit corporations in the state. A key aspect of this act pertains to the process of amending the articles of incorporation. Section 17-19-1020 outlines the procedure for amendments. Generally, amendments must be adopted by the board of directors and then approved by the members, if the corporation has members. The specific voting requirements for member approval are typically detailed in the corporation’s bylaws. However, if the articles of incorporation are amended to change the requirements for member approval, that amendment itself must be adopted by the greater of the voting requirements in effect immediately before the amendment or the voting requirements provided in the articles of incorporation as amended. In this scenario, the articles require a two-thirds majority vote of the members for any amendment. The board proposes an amendment to reduce this requirement to a simple majority. For this specific amendment to pass, it must receive a two-thirds majority vote of the members, as per the existing articles. The board’s action to propose the amendment does not override the existing member voting threshold for such changes. Therefore, the amendment to reduce the voting requirement can only be adopted if it receives the existing two-thirds majority vote of the members.

Wyoming Statute § 17-19-101(a)(i) defines a public benefit corporation as a nonprofit corporation organized for a public or charitable purpose. Wyoming Statute § 17-19-102(a) outlines the requirements for incorporation, stating that articles of incorporation must be filed with the Wyoming Secretary of State and must include the name of the corporation, the registered agent and office, the purpose, and the number of directors. Specifically, § 17-19-102(a)(iv) mandates that the articles must state whether the corporation is a public benefit, mutual benefit, or religious corporation. For a public benefit corporation, the articles must also state that the corporation is organized for a public or charitable purpose. The concept of a “social enterprise” is not a distinct legal classification within Wyoming’s nonprofit statutes, but rather a business model that can be adopted by various nonprofit structures. A public benefit corporation is the most appropriate classification for an organization primarily focused on achieving a social or environmental mission, as opposed to serving its members or a specific religious purpose. Therefore, when establishing a Wyoming nonprofit to address homelessness through job training and housing assistance, classifying it as a public benefit corporation aligns with its mission and statutory requirements.

Wyoming law, specifically the Wyoming Nonprofit Corporation Act (Wyo. Stat. Ann. § 17-6-101 et seq.), outlines the procedures for amending articles of incorporation for nonprofit corporations. For a nonprofit corporation to amend its articles, the board of directors must adopt a resolution setting forth the proposed amendment. Subsequently, this resolution must be submitted to the members of the corporation for approval. The required vote for member approval is typically a majority of the votes cast by members entitled to vote on the matter, unless the articles of incorporation or bylaws specify a higher voting threshold. Once approved by the members, the amendment becomes effective upon filing a certificate of amendment with the Wyoming Secretary of State. This certificate must include the name of the corporation, the text of the amendment, and a statement that the amendment was adopted in accordance with the provisions of the Act and the corporation’s governing documents. The Act emphasizes the importance of member participation in fundamental corporate changes like amending the articles. The process ensures transparency and democratic control within the nonprofit structure, aligning with the principles of good governance for charitable and public benefit organizations.

Wyoming Statute § 17-19-115 outlines the requirements for a nonprofit corporation to dissolve voluntarily. The process involves several steps to ensure proper winding up of affairs. First, the board of directors must adopt a resolution recommending dissolution, which then requires approval by a majority of the members or, if there are no members, by a majority of the directors. This resolution must be filed with the Wyoming Secretary of State. Following the adoption of the dissolution resolution, the corporation must cease conducting its activities except as necessary for orderly winding up. It must notify its known creditors of the dissolution proceedings and provide a reasonable time for them to present claims. The corporation must then collect its assets, dispose of its property not needed for discharging liabilities, and apply the assets to the extent possible in discharge of its obligations. Any remaining assets must be distributed to the persons or entities specified in the articles of incorporation or bylaws, or if none are specified, to the members in proportion to their respective interests, or if there are no members, to a nonprofit organization designated by the board that has similar purposes. Finally, articles of dissolution must be filed with the Secretary of State, confirming that the winding up process is complete. The question probes the specific requirement for notifying creditors, which is a critical step in the winding up process under Wyoming law to ensure all outstanding obligations are addressed.

The Wyoming Nonprofit Corporation Act, specifically Wyoming Statute §17-19-102(a)(ix), defines a “public benefit corporation” as a nonprofit corporation organized for a public or charitable purpose. Such corporations are typically exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code. The Act also addresses the dissolution of nonprofit corporations. Wyoming Statute §17-19-1404(a) outlines the process for voluntary dissolution initiated by the corporation itself. This process requires a resolution approved by the members or, if there are no members, by the board of directors. Following the approval of the dissolution resolution, the corporation must file articles of dissolution with the Wyoming Secretary of State. Crucially, before filing the articles of dissolution, the corporation must distribute its assets in accordance with its articles of incorporation and applicable law. For a public benefit corporation, this means assets remaining after the payment of debts and liabilities must be distributed to another organization that is also exempt under Section 501(c)(3) of the Internal Revenue Code or to a governmental unit for a public purpose. This ensures that the charitable purpose for which the corporation was established continues to be served, preventing private inurement of assets. The dissolution process is not merely an administrative filing; it involves a substantive commitment to the charitable mission by ensuring the continued application of its assets for public benefit.

The Wyoming Nonprofit Corporation Act, specifically Wyoming Statute § 17-19-101 et seq., governs the formation, operation, and dissolution of nonprofit corporations in the state. A key aspect of this act relates to the governance and responsibilities of the board of directors. Directors owe certain duties to the corporation, including the duty of care and the duty of loyalty. The duty of care requires directors 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. 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 the scenario presented, the board of directors of the Wyoming Wildlife Foundation is considering a proposal that could benefit a director’s private business. This situation directly implicates the duty of loyalty. For a transaction involving a conflict of interest to be permissible, it must satisfy specific statutory requirements. Wyoming Statute § 17-19-861 outlines the procedures for approving such transactions. Generally, the transaction must be fair to the corporation at the time it is authorized or entered into, or the material facts of the director’s relationship or interest and of the transaction must be disclosed or known to the board of directors or a committee, and the board or committee must authorize, approve, or ratify the transaction in good faith by, as applicable, a majority of the directors on the board who have no conflicting interest present at the meeting, or a majority of the members of a committee of directors who have no conflicting interest. In this case, the board has not yet disclosed the material facts or obtained approval from disinterested directors. Therefore, the proposed resolution, which seeks to approve the transaction without such disclosures or approvals, would not meet the statutory requirements for validating a conflict-of-interest transaction under Wyoming law. The directors must ensure that any such transaction is either fair or properly disclosed and approved by a disinterested majority of the board to avoid breaching their fiduciary duties.

Wyoming Statute § 17-19-1001 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. If these documents do not specify a distribution plan, or if they are silent on the matter, the assets must be distributed to one or more organizations that are described in Section 501(c)(3) of the Internal Revenue Code or any successor provision, or to the federal government, a state, or a political subdivision thereof, for exclusively public purposes. This ensures that the remaining assets of a dissolved nonprofit are used for charitable or public benefit purposes, aligning with the original mission of nonprofit entities. The process involves winding up the affairs of the corporation, satisfying liabilities, and then distributing any remaining assets to qualified recipients. Failure to adhere to these distribution requirements can lead to legal challenges and penalties. The Wyoming Nonprofit Corporation Act, specifically the dissolution provisions, mandates this orderly and purpose-driven distribution of assets to prevent private inurement and to uphold the public trust inherent in nonprofit status.

In Wyoming, a nonprofit corporation seeking to amend its articles of incorporation must follow specific procedures outlined in the Wyoming Nonprofit Corporation Act. The process generally involves a resolution by the board of directors, followed by a vote of the members, if the corporation has members. The articles of incorporation can be amended if the amendment is approved by the requisite vote of the members or, if there are no members or no provision for member voting, by the board of directors. Wyoming Statute § 17-6-108 specifies that amendments must be adopted by the board of directors and then submitted to the members for approval. If an amendment affects the rights of members, it must be approved by a majority vote of the members present and voting at a meeting where a quorum is present, or by written consent of all members. The amended articles must then be filed with the Wyoming Secretary of State. The question focuses on the scenario where the board of directors proposes an amendment that alters the purpose clause of the nonprofit’s articles. This type of amendment, especially one that changes the fundamental purpose for which the organization was established, typically requires member approval to ensure that the corporation remains aligned with the intent of its founding members and stakeholders. While the board initiates the process, ultimate authority for significant changes often rests with the membership, reflecting democratic principles within nonprofit governance. Therefore, the board’s resolution is a necessary first step, but it is not sufficient on its own for such a material alteration. The correct procedure mandates subsequent member ratification.

The Wyoming Nonprofit Corporation Act, specifically Wyoming Statutes Title 17, Chapter 28, outlines the procedures for the dissolution of nonprofit corporations. When a nonprofit corporation in Wyoming ceases to conduct its activities and has no members, the dissolution process is initiated by a resolution of the board of directors. This resolution must be adopted by a majority of the directors then in office. Following the adoption of the resolution, the corporation must file a Statement of Dissolution with the Wyoming Secretary of State. This statement must include specific information, such as the date the dissolution resolution was adopted, a statement that the resolution was adopted by the board of directors, and a declaration that the corporation has no members or that all members have consented to the dissolution. Crucially, the Act requires that after filing the Statement of Dissolution, the corporation must proceed to wind up its affairs. This winding up process involves collecting assets, paying debts and obligations, and distributing any remaining assets. For a nonprofit corporation, the distribution of assets upon dissolution must be made to another nonprofit corporation or a public charity, or for a public purpose, as specified in the articles of incorporation or bylaws, or by court order, in accordance with Wyoming law and federal tax law, ensuring that no assets inure to the benefit of any private individual. The filing of a Statement of Dissolution is a critical step that formally signals the intent to dissolve and commences the winding-up period.

Wyoming Statute § 17-2-102 governs the filing requirements for nonprofit corporations. Specifically, it mandates that every nonprofit corporation must file an annual report with the Secretary of State. This report serves to update the state’s records regarding the corporation’s existence, registered agent, and principal office. Failure to file this report can lead to administrative dissolution. The statute requires the report to be filed on or before the first day of the anniversary month of the corporation’s formation. For a corporation formed on April 15, 2020, the anniversary month is April. Therefore, the annual report for the year 2024 would be due on or before April 1, 2024. This requirement ensures ongoing compliance and transparency for nonprofit entities operating within Wyoming. The annual report is a critical administrative duty for maintaining good standing and avoiding potential penalties or dissolution.

Wyoming Statute § 17-19-1001 outlines the process for dissolution of a nonprofit corporation. Dissolution can be initiated by the corporation itself or by a court. For voluntary dissolution, the board of directors must adopt a resolution recommending dissolution, which is then submitted to the members for approval. If the corporation has no members, the resolution is adopted by the board. A majority of the voting power of the members entitled to vote is generally required for approval, unless the articles of incorporation or bylaws specify a different quorum or voting threshold. Following approval, the corporation must cease conducting its business except as necessary to wind up its affairs. This includes notifying creditors, collecting assets, and paying liabilities. Wyoming law requires that upon dissolution, assets remaining after the satisfaction of all liabilities must be distributed for one or more exempt purposes specified in the articles of incorporation or bylaws, or if none are specified, to a nonprofit organization designated by the court that has similar purposes. This ensures that the corporation’s assets continue to serve charitable or public interests. The filing of articles of dissolution with the Wyoming Secretary of State is the final step in the legal dissolution process.

Wyoming Statute § 17-2-107 outlines the requirements for a nonprofit corporation to dissolve. Upon dissolution, the corporation must cease conducting its business, except as necessary to wind up its affairs. The board of directors is responsible for overseeing the dissolution process. This involves collecting assets, paying liabilities, and distributing any remaining assets to appropriate recipients. For a nonprofit corporation, particularly one that has obtained 501(c)(3) status from the IRS, the distribution of remaining assets must be made to another organization that is exempt under section 501(c)(3) of the Internal Revenue Code, or to the federal government, a state, or a local government for a public purpose. This ensures that the charitable purpose for which the organization was established continues to be served. Failure to comply with these distribution requirements can lead to penalties and legal challenges. The process also typically involves filing a certificate of dissolution with the Wyoming Secretary of State.

The Wyoming Nonprofit Corporation Act, specifically Wyoming Statutes Title 17, Chapter 28, outlines the requirements for a nonprofit corporation to dissolve. Dissolution can be voluntary or involuntary. For voluntary dissolution, the process typically involves a resolution by the board of directors and approval by the members, if applicable. Following the adoption of a dissolution resolution, the corporation must cease conducting its business except as necessary to wind up its affairs. This winding-up process includes collecting assets, paying debts and liabilities, and distributing remaining assets. Wyoming Statute § 17-28-106 mandates that after satisfying all debts and liabilities, any remaining assets must be distributed for one or more exempt purposes specified in the articles of incorporation or bylaws, or to the federal government, a state or local government for a public purpose, or to any other organization that is exempt under Section 501(c)(3) of the Internal Revenue Code. The question asks about the distribution of remaining assets after dissolution for a Wyoming nonprofit. The law requires distribution to an organization that is exempt under Section 501(c)(3) of the Internal Revenue Code, or for exempt purposes as defined in the articles or bylaws. Therefore, distributing the remaining assets to a for-profit entity, even if it serves a charitable mission, would violate the statutory requirements for nonprofit dissolution in Wyoming. Similarly, distributing assets to the individual members or directors, or holding them indefinitely without distribution to an exempt purpose, is not permissible.

Wyoming Statute § 17-20-106 governs the dissolution of nonprofit corporations. When a nonprofit corporation is dissolved, its assets must be distributed in accordance with the corporation’s articles of incorporation or bylaws, or if neither specifies, in a manner that the court deems equitable. Crucially, any remaining assets after satisfying liabilities and obligations must be distributed to one or more qualified organizations engaged in activities that further the purposes stated in the articles of incorporation, or to the federal government, a state government, or a political subdivision thereof, for a public purpose. This ensures that the charitable or public benefit purpose for which the nonprofit was established continues to be served. A distribution to members, even if the corporation was originally formed without a membership structure, is generally prohibited unless the articles of incorporation specifically allow for such a distribution upon dissolution and it is consistent with the nonprofit’s exempt status. The Wyoming Business Corporation Act, while generally applicable to corporations, has specific provisions for nonprofit corporations, and the distribution of assets upon dissolution is a key area where nonprofit law diverges from for-profit law. The process requires careful adherence to statutory requirements to avoid legal complications and ensure proper winding up of the corporation’s affairs.

Wyoming Statute § 17-19-110 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 neither specifies, then in accordance with Wyoming law. 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 domestic or foreign corporations or organizations engaged in activities substantially similar to those of the dissolved corporation, or to any other person, including a governmental entity, that is organized and operated exclusively for charitable, religious, eleemosynary, educational, or similar purposes. The key is that the assets must be distributed for purposes that are consistent with the nonprofit’s original mission and tax-exempt status. A distribution to a for-profit entity, or to members or shareholders (unless the articles explicitly allowed for residual distribution to members in specific, limited circumstances not typical for public charities), would violate the requirements for dissolution and could jeopardize the nonprofit’s historical tax-exempt status and lead to penalties. Therefore, the distribution must be to another qualifying nonprofit entity.

Wyoming Statutes Annotated (W.S.A.) § 17-2-107 governs the dissolution of nonprofit corporations. When a nonprofit corporation is dissolved, its affairs must be wound up. This process involves ceasing to carry on its business except as necessary for winding up, collecting its assets, and paying or making provision for its liabilities. Any remaining assets, after all debts and liabilities are paid, must be distributed for one or more exempt purposes specified in its articles of incorporation or bylaws. If the articles or bylaws do not specify such a purpose, or if the corporation has failed to specify a recipient, the assets must be distributed to a person or persons who have been, or are, exempt under section 501(c) of the Internal Revenue Code, or to a governmental entity for a public purpose. This ensures that assets dedicated to charitable or public benefit are not diverted to private individuals. The Wyoming Nonprofit Corporation Act does not permit distribution to members or directors upon dissolution unless they are also designated beneficiaries of the exempt purpose. Therefore, a distribution to the founding members of the Wyoming Wildlife Conservation Alliance, who are not designated as beneficiaries of an exempt purpose in the articles of incorporation, would be contrary to W.S.A. § 17-2-107. The statute mandates distribution to exempt purposes or organizations, or governmental entities.

The Wyoming Nonprofit Corporation Act, specifically Wyoming Statute §17-19-102(a)(xi), defines a “public benefit corporation” as a nonprofit corporation organized for a public or charitable purpose, rather than for mutual benefit or as a social club. This definition is crucial for understanding the governance and operational parameters of various nonprofit entities within the state. The Act further delineates that a public benefit corporation’s purpose is to provide a public benefit, which can encompass a wide range of activities, including those that relieve poverty, advance education, promote health, benefit the environment, or further any other purpose that benefits the community or society at large. The specific language used in the articles of incorporation to articulate this public benefit purpose is paramount. It dictates the scope of the organization’s activities and its alignment with the statutory requirements for tax-exempt status and public trust. Therefore, a corporation whose articles clearly state its mission is to alleviate hunger and provide educational resources to underserved youth in Wyoming would unequivocally fit the definition of a public benefit corporation under Wyoming law. This contrasts with mutual benefit corporations, which are formed for the benefit of their members, or social clubs, which are organized for pleasure and recreation.

The Wyoming Nonprofit Corporation Act, specifically Wyoming Statute § 17-19-101 et seq., governs the formation, operation, and dissolution of nonprofit corporations in the state. A key aspect of this act relates to the governance and oversight of such entities, particularly concerning the rights and responsibilities of directors and members. When a nonprofit corporation in Wyoming is formed as a public benefit corporation, its directors have a fiduciary duty to act in the best interests of the corporation and its charitable mission. This duty encompasses the duty of care, requiring directors to act with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and the duty of loyalty, mandating that directors act in good faith and in a manner they reasonably believe to be in the best interests of the corporation, avoiding self-dealing and conflicts of interest. The Act also outlines procedures for member meetings, voting rights, and the amendment of articles of incorporation and bylaws. Dissolution procedures are also detailed, often requiring a vote of the members or directors and the distribution of assets in accordance with the corporation’s purpose and applicable law, which in Wyoming generally means to another similar nonprofit organization or for a charitable purpose.

Wyoming Statutes Annotated (W.S.A.) § 17-20-101 et seq. governs nonprofit corporations in Wyoming. A key aspect of this law, and nonprofit law generally, is the concept of “dissolution” and the subsequent winding up of affairs. When a nonprofit corporation dissolves, its assets must be distributed according to specific legal priorities. First, liabilities and obligations of the corporation must be paid or provided for. This includes debts owed to creditors, contractual obligations, and any accrued expenses. Following the satisfaction of all liabilities, any remaining assets are then distributed to one or more qualified organizations engaged in activities that are consistent with the purposes stated in the nonprofit’s articles of incorporation. These recipient organizations must typically be recognized as tax-exempt under Section 501(c)(3) of the Internal Revenue Code, or similar provisions, to ensure that the charitable purpose of the dissolved entity is continued. The Wyoming Nonprofit Corporation Act specifically addresses this in W.S.A. § 17-20-121, which outlines the distribution of assets upon dissolution. This ensures that assets dedicated to public benefit are not diverted for private gain. The process requires careful adherence to legal requirements to avoid personal liability for directors or officers.

Wyoming Statute § 17-19-105 outlines the requirements for the formation of a nonprofit corporation. Specifically, it mandates that articles of incorporation must be filed with the Wyoming Secretary of State. These articles must include, among other things, the name of the corporation, the purpose for which it is organized, and the names and addresses of its initial directors. The statute also specifies that a nonprofit corporation may have members, but it is not a mandatory requirement for formation. The existence of a registered agent is also a requirement for a Wyoming nonprofit corporation, as per Wyoming Statute § 17-19-501, who must have a physical street address within Wyoming. The filing fee is also a necessary component for the official establishment of the entity with the state. The question tests the understanding of these foundational requirements for establishing a nonprofit entity under Wyoming law, differentiating between essential statutory mandates and optional organizational features.

The Wyoming Nonprofit Corporation Act, specifically Wyoming Statutes Annotated (Wyo. Stat. Ann.) § 17-19-102(a)(x), defines a “public benefit” nonprofit as one organized for any charitable, educational, religious, scientific, literary, or other benevolent purpose, or for the benefit of any governmental or political subdivision or agency. This definition is broad and encompasses a wide range of altruistic objectives. When a Wyoming nonprofit corporation is formed for such purposes, it generally qualifies for tax-exempt status under Section 501(c)(3) of the Internal Revenue Code, provided it meets federal requirements. The key element is the dedication of the organization’s assets and activities to a public or charitable purpose, rather than private benefit. This distinguishes it from other types of nonprofits, such as social clubs or business leagues, which serve different primary objectives. The formation of a public benefit nonprofit in Wyoming requires adherence to specific filing requirements with the Wyoming Secretary of State, including the filing of Articles of Incorporation that clearly state the organization’s public purpose.

Wyoming Statute § 17-19-115 addresses the dissolution of nonprofit corporations. When a nonprofit corporation voluntarily dissolves, it must distribute its assets in accordance with its articles of incorporation or bylaws. If these documents do not specify the distribution plan, or if the plan is ineffective, the assets must be distributed to a person or persons who have been granted a power to determine the recipient, or if no such person exists, to the members of the corporation in accordance with the articles or bylaws. If no such distribution is possible, Wyoming law, specifically § 17-19-115(a)(iv), mandates that the remaining assets be distributed to a domestic or foreign corporation or organization that is exempt from taxation under Section 501(c)(3) of the Internal Revenue Code, or a governmental unit for a public purpose. This ensures that the assets of a dissolved nonprofit continue to serve a charitable or public purpose, preventing private inurement. In this scenario, the articles of incorporation of the Wyoming nonprofit are silent on asset distribution upon dissolution. Therefore, the governing principle is to distribute assets to an organization that aligns with the original charitable intent, specifically a 501(c)(3) entity, or a governmental body for public use, as stipulated by Wyoming law.

Wyoming Statute § 17-19-101 defines a nonprofit corporation as one organized and operated for purposes other than generating profit for its members, shareholders, or officers. Specifically, Wyoming law, like that in many other states, distinguishes between public benefit corporations, mutual benefit corporations, and religious corporations. A public benefit corporation, as generally understood and applicable in Wyoming’s framework, is primarily organized to further a charitable, educational, religious, or other purpose beneficial to the public. The dissolution of a nonprofit corporation in Wyoming is governed by Chapter 19, Article 11 of the Wyoming Statutes. Section 17-19-1101 outlines the procedure for voluntary dissolution. If a nonprofit corporation has been inoperative or without a registered agent or office for a period of five consecutive years, the Secretary of State may initiate administrative dissolution proceedings under § 17-19-1105. This administrative dissolution is a consequence of inactivity and failure to comply with basic statutory maintenance requirements. The question probes the specific grounds for administrative dissolution by the Secretary of State, focusing on prolonged inactivity and failure to maintain statutory requirements, which directly aligns with the provisions for administrative dissolution in Wyoming.

Wyoming Statute § 17-2-107 outlines the requirements for a nonprofit corporation to dissolve voluntarily. The process generally involves a resolution adopted by the board of directors and then submitted to the members for approval. For corporations without members, the board’s resolution is sufficient. The resolution must set forth a plan of dissolution, which includes provisions for winding up the corporation’s affairs. This plan must address the disposition of assets, ensuring that remaining assets are distributed to one or more qualified organizations or entities that are eligible to receive tax-deductible contributions under federal law, or for a public purpose, as specified in the articles of incorporation or bylaws, or as determined by the board of directors in accordance with Wyoming law and the corporation’s purpose. Failure to properly distribute assets can lead to complications and potential claims against the directors. The statute emphasizes that the corporation continues to exist for the purpose of winding up its affairs. The filing of Articles of Dissolution with the Wyoming Secretary of State is the final step to formally end the corporation’s existence.

The Wyoming Nonprofit Corporation Act, specifically referencing the dissolution procedures under Wyoming Statutes Title 17, Chapter 28, outlines the process for winding up a nonprofit corporation. When a nonprofit corporation is dissolved, its assets must be distributed in accordance with the corporation’s articles of incorporation or bylaws, and applicable law. Wyoming law, like that of many states, mandates that upon dissolution, after paying or making provision for all liabilities and obligations, any remaining assets shall be distributed to one or more domestic or foreign corporations or foundations that are qualified to receive them, and which are organized and operated exclusively for charitable, educational, religious, scientific, or other purposes that would be tax-exempt under Section 501(c)(3) of the Internal Revenue Code. This ensures that the assets of a dissolved nonprofit are used for purposes consistent with its original charitable mission, preventing private inurement. Therefore, distributing remaining assets to another Wyoming nonprofit corporation with a similar mission is the legally prescribed method for asset distribution upon dissolution. The question requires understanding the statutory requirements for asset distribution post-dissolution in Wyoming, emphasizing the charitable purpose of the recipient organization.

The Wyoming Nonprofit Corporation Act, specifically Wyoming Statutes Annotated (Wyo. Stat. Ann.) § 17-20-115, 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, and then to other organizations that are exempt under Section 501(c)(3) of the Internal Revenue Code, or for a public purpose. This ensures that the assets continue to serve charitable or public interests, preventing private inurement. If the articles or bylaws do not specify a recipient, or if such a recipient cannot be identified, the statute allows for distribution to the state of Wyoming for its general purposes. Therefore, for the Wyoming-based nonprofit “Prairie Bloom Foundation,” which is winding down its operations and has no specified residual beneficiaries in its governing documents, the legally mandated distribution of its remaining assets would be to the state of Wyoming for its general purposes. This process is crucial for maintaining the integrity of the nonprofit sector and adhering to the public benefit mission inherent in tax-exempt status.

Wyoming Statute § 17-19-1001 governs the dissolution of nonprofit corporations. It outlines a procedure that generally requires a resolution adopted by the board of directors and, in most cases, approval by the members. The statute specifies that if a nonprofit corporation has been dissolved, it must cease carrying on its activities except those necessary for winding up its affairs. Wyoming law, specifically Wyoming Statute § 17-19-1007, mandates that after dissolution and the satisfaction of all liabilities and obligations, any remaining assets must be distributed for one or more exempt purposes specified in the articles of incorporation or bylaws, or to the federal government, a state, or local government for a public purpose. If the articles of incorporation do not specify a recipient, the assets are to be distributed to a nonprofit organization described in Section 501(c)(3) of the Internal Revenue Code, or its successor, that is engaged in activities substantially similar to those of the dissolving corporation. The process involves filing articles of dissolution with the Wyoming Secretary of State. The question tests the understanding of the specific statutory requirements for distributing assets upon dissolution under Wyoming law, differentiating it from general nonprofit principles or other states’ laws. The correct answer reflects the statutory hierarchy for asset distribution when the articles are silent on the matter.