SF0022

Amends Wyoming law governing decentralized unincorporated nonprofit associations by conforming language with standard unincorporated nonprofit associations, adding automatic conversion provisions, and clarifying asset distribution requirements.

• Changes liability language in W.S. 17-22-106 from 'merely' to 'merely solely' to clarify that members are not liable for contract breaches or torts of the association based on their membership status. (W.S. 17-22-106(b), (c), (d))
• Adds definition of 'distributed ledger protocol' as executable software deployed to a distributed ledger, including smart contracts. (W.S. 17-32-102(a)(xiv))
• Establishes automatic conversion: when decentralized unincorporated nonprofit association membership falls below 100 members, it automatically converts to a Wyoming unincorporated nonprofit association unless governing principles specify otherwise or another organizational statute applies. (W.S. 17-32-114(b)(iii))
• Requires that when winding up a decentralized unincorporated nonprofit association, asset distribution must comply with state law other than this chapter or federal law requiring assets to go to entities with similar nonprofit purposes. (W.S. 17-32-126(b)(i)(A))
• Clarifies membership admission by specifying that a person becomes a member upon purchase or assumption of ownership of a membership interest or other property conferring voting rights. (W.S. 17-32-115(a))
• Defines member resignation to occur upon disposal of all membership interests or property conferring voting rights within the association. (W.S. 17-32-116(a))
• Clarifies that governing principles may specify whether distributed ledger technology is immutable or subject to change and whether it is public or private. (W.S. 17-32-121(b)(i))
• Establishes duty of care standards for administrators winding up an association: they must refrain from gross negligence, recklessness, willful or intentional misconduct, or knowing violation of law. (W.S. 17-32-126(b)(ii)(A))
• Adds definition of 'charitable purpose' referencing Internal Revenue Code section 501(c)(3) exempt organizations for merger purposes.