§ 17-32-127 — Mergers

Wyoming § 17-32-127

• Jurisdiction: Wyoming
• Title 17: Corporations, Partnerships and Associations
• Ch. 32: WYOMING DECENTRALIZED UNINCORPORATED NONPROFIT

Text

(a) As used in this section:
(i) "Constituent organization" means an organization
that is merged with one (1) or more other organizations and
includes the surviving organization;
(ii) "Disappearing organization" means a constituent
organization that is not the surviving organization;
(iii) "Governing statute" means the statute that
governs an organization's internal affairs;
(iv) "Organization" means a decentralized
unincorporated nonprofit association, an unincorporated
nonprofit association, a general partnership, including a
limited liability partnership, a limited partnership, including
a limited liability limited partnership, a limited liability
company, a business or statutory trust, a corporation or any
other legal or commercial person having a governing statute. The
term includes a domestic or foreign organization regardless of
whether the organization is organized for profit;
(v) "Organizational document" means the basic records
that create the organization and determine its internal
governance and the relations among the persons that own it, have
an interest in it or are members of it;
(vi) "Surviving organization" means an organization
into which one (1) or more other organizations are merged.
(b) A decentralized unincorporated nonprofit association
may merge with any organization that is not expressly prohibited
by the law.
(c) A merger involving a decentralized unincorporated
nonprofit association is subject to the following requirements:
(i) Each of the constituent merging organizations
shall comply with its governing law;
(ii) Each party to the merger shall approve a plan of
merger in accordance with its governing principles. The plan
shall be in a record and shall include the following provisions:
(A) The name and form of each organization that
is party to the merger;
(B) The name and form of the surviving
organization and, if the surviving organization is to be created
by the merger, a statement to that effect;
(C) The terms and conditions of the merger,
including the manner and basis for converting the interests in
each constituent organization into any combination of money,
interests in the surviving organization or other considerations;
(D) If the surviving organization is to be
created by the merger, the surviving organization's
organizational documents that are proposed to be in a record;
and
(E) If the surviving organization is not to be
created by the merger, any amendments to be made by the merger
to the surviving organization's organizational documents that
are, or are proposed to be, in a record.
(iii) The plan of merger shall be approved by the
members of each decentralized unincorporated nonprofit
association that is a constituent organization in the merger,
subject to W.S. 17-32-120. If a member of a nonprofit
association that is party to a merger will have personal
liability with respect to an obligation of a constituent or
surviving organization, the consent in a record of that member
to the plan of merger shall also be obtained;
(iv) Subject to the contractual rights of third
parties, after a plan of merger is approved and at any time
before the merger is effective, a constituent organization may
amend the plan or abandon the merger as provided in the plan, or
except as otherwise prohibited in the plan, with the same
consent as was required to approve the plan;
(v) Following approval of the plan, a merger under
this section shall be effective if:
(A) A constituent organization is required to
give notice to or obtain the approval of a governmental agency
or officer in order to be a party to a merger, the notice has
been given and the approval has been obtained; and
(B) The surviving organization is a
decentralized unincorporated nonprofit association, as specified
in the plan of merger and upon compliance by any constituent
organization that is not a nonprofit association with any
requirements, including any required filings in the office of
the secretary of state, of the organization's governing statute;
or
(C) The surviving organization is not a
decentralized unincorporated nonprofit association under the
state law governing the surviving organization.
(d) When a merger becomes effective:
(i) The surviving organization continues or comes
into existence;
(ii) Each constituent organization that merges into
the surviving organization ceases to exist as a separate entity;
(iii) All property owned by each constituent
organization that ceases to exist vests in the surviving
organization;
(iv) All debts, obligations or other liabilities of
each constituent organization that ceases to exist continue as
debts, obligations or other liabilities of the surviving
organization;
(v) An action or proceeding pending by or against any
constituent organization that ceases to exist may be continued
as if the merger had not occurred;
(vi) Except as prohibited by other law, all of the
rights, privileges, immunities, powers and purposes of each
constituent organization that ceases to exist vest in the
surviving organization;
(vii) Except as otherwise provided in the plan of
merger, the terms and conditions of the plan of merger take
effect;
(viii) The merger shall not affect the personal
liability, if any, of a member, administrator or manager of a
constituent association for a debt, liability or obligation of
the nonprofit association incurred before the merger is
effective; and
(ix) A surviving organization that is a foreign
organization consents to the jurisdiction of the courts of this
state to enforce any debt, obligation or other liability owed by
a constituent organization, if before the merger the constituent
organization was subject to suit in this state on the debt,
obligation or other liability. A surviving organization that is
a foreign organization and not authorized to transact business
in this state appoints the secretary of state as agent for
service of process for the purpose of enforcing a debt,
obligation or other liability under this subsection.
(e) Property held for a charitable purpose under the law
of this state by a domestic or foreign organization immediately
before a merger under this section becomes effective shall not,
as a result of the merger, be diverted from the objects for
which it was donated, granted or devised, unless, to the extent
required by or pursuant to the law of this state concerning
nondiversion of charitable assets, the organization obtains an
appropriate order of the attorney general or of the district
court in a proceeding for which the attorney general has been
given notice specifying the disposition of the property.
(f) A bequest, devise, gift, grant or promise contained in
a will or other instrument of donation, subscription or
conveyance that is made to a disappearing organization and that
takes effect or remains payable after the merger inures to the
benefit of the surviving organization. A trust obligation that
would govern property if transferred to the disappearing entity
applies to property that is instead transferred to the surviving
organization under this section.