§ 17-19-1111 — Limitations on consolidations by public benefit or religious corporations

(a) Without the prior approval of the district court in a
proceeding which the secretary of state has been given written
notice, a public benefit or religious corporation may
consolidate only with:
(i) A public benefit or religious corporation;
(ii) A foreign corporation that would qualify under
this act as a public benefit or religious corporation;
(iii) A wholly-owned foreign or domestic business or
mutual benefit corporation, provided the new corporation is and
will continue to be a public benefit or religious corporation;
(iv) A governmental subdivision; or
(v) A business or mutual benefit corporation,
provided that:
(A) On or prior to the effective date of the
consolidation, assets with a value equal to the greater of the
fair market value of the net tangible and intangible assets,
including goodwill, of the public benefit corporation or the
fair market value of the public benefit corporation if it were
to be operated as a business concern are transferred or conveyed
to one (1) or more persons who would have received its assets
under W.S. 17-19-1406(a)(v) and (vi) had it dissolved;
(B) It shall return, transfer or convey any
assets held by it upon condition requiring return, transfer or
conveyance, which condition occurs by reason of the
consolidation, in accordance with the condition; and
(C) The consolidation is approved by a majority
of directors of each public benefit or religious corporation who
are not and will not become members or shareholders in or
officers, employees, agents or consultants of the new
corporation.
(b) At least twenty (20) days before consummation of any
consolidation of a public benefit corporation or a religious
corporation pursuant to paragraph (a)(v) of this section, notice
including a copy of the proposed plan of consolidation, shall be
delivered to the secretary of state. The secretary of state
shall give notice of the proposed plan to the attorney general.
(c) Without the prior written consent of the attorney
general or of the district court in a proceeding in which the
attorney general has been given notice, no member of a public
benefit or religious corporation may receive or keep anything as
a result of a consolidation other than a membership or
membership in the new public benefit or religious corporation.
The court shall approve the transaction if it is in the public
interest.