2024 24LSO-0104
STATE OF WYOMING Working Draft
0.3
DRAFT ONLY
NOT APPROVED FOR
INTRODUCTION
HOUSE BILL NO.
Unincorporated nonprofit DAO's.
Sponsored by: Select Committee on Blockchain, Financial Technology and Digital Innovation Technology
A BILL
for
1 AN ACT relating to corporations, partnerships and
2 associations; providing for the formation and management of
3 decentralized unincorporated nonprofit associations;
4 providing definitions; and providing for an effective date.
5
6 Be It Enacted by the Legislature of the State of Wyoming:
7
8 ***********************************************************
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10 STAFF COMMENT
11 The language for this draft was provided to LSO and has not
12 been reviewed by LSO as of the time of publication.
13 Substantial changes may be necessary.
14 ***********************************************************
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16
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1 Section 1. W.S. 17-32-101 through 17-32-130 are
2 created to read:
3
4 CHAPTER 32 – UNIFORM DECENTRALIZED UNINCORPORATED NONPROFIT
5 ASSOCIATION ACT
6
7 17-32-101. Short title.
8
9 This act shall be known and may be cited as the "Wyoming
10 Decentralized Unincorporated Nonprofit Association Act."
11
12 17-32-102. Definitions.
13
14 (a) As used in this act:
15
16 (i) "Administrator" means a person authorized
17 by the members of a decentralized unincorporated nonprofit
18 association to fulfill administrative or operational tasks
19 at the direction of the membership;
20
21 (ii) "Charitable purpose" means any purpose of
22 an organization that has attained exemption under section
23 501(c)(3) of the Internal Revenue Code or any successor
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1 section, or that upon dissolution shall distribute its
2 assets to a public benefit corporation, the United States,
3 or a state or a person that is recognized as exempt under
4 section 501(c)(3) of the Internal Revenue Code or any
5 successor section;
6
7 (iii) "Decentralized unincorporated nonprofit
8 association" means an unincorporated nonprofit association:
9
10 (A) consisting of at least one hundred
11 (100) members joined by mutual consent under an agreement,
12 that may be in writing or inferred from conduct, for a
13 common nonprofit purpose except as permitted under Section
14 17-32-104;
15
16 (B) That has elected to be formed under
17 this chapter; and
18
19 (C) Is not formed under any other law
20 governing the association's organization or operation.
21
22 (iv) "Digital asset" means as defined in W.S. 34-
23 29-101(a)(i);
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1
2 (v) "Distributed ledger technology" means a
3 distributed ledger protocol (e.g., software that governs
4 the rules, operations, and communication between
5 intersection and connection points in a telecommunication
6 network) and supporting infrastructure (e.g., computer
7 software, hardware, or collections of computer software and
8 hardware that utilize or enable a distributed ledger),
9 including blockchain, that uses a distributed, shared, and
10 replicated ledger, whether it be public or private,
11 permissioned or permissionless, and that may include the
12 use of digital assets as a medium of electronic exchange;
13
14 (vi) "Established practices" means the practices
15 used by a decentralized unincorporated nonprofit
16 association without material change during the most recent
17 five years of the association's existence, or if the
18 association has existed for less than five years, during
19 the nonprofit association's entire existence;
20
21 (vii) "Governing principles" means all
22 agreements and any amendment or restatement of those
23 agreements, including any association agreements, consensus
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1 formation algorithms, smart contracts, or enacted
2 governance proposals, that govern the purpose or operation
3 of a decentralized unincorporated nonprofit association and
4 the rights and obligations of the association's members and
5 administrators, whether contained in a record, implied from
6 the association's established practices, or both;
7
8 (viii) "Member" means a person who, under the
9 governing principles of a decentralized unincorporated
10 nonprofit association, may participate in the selection of
11 the association's administrators or the development of the
12 policies and activities of the nonprofit association;
13
14 (ix) "Membership interest" means a member's
15 voting right in a decentralized unincorporated nonprofit
16 association determined by the association's governing
17 principles, including as ascertained from decentralized
18 ledger technology on which the association relies to
19 determine a member's voting right;
20
21 (x) "Person" means an individual, corporation,
22 business trust, estate, trust, partnership, association,
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1 agency, joint venture, government, governmental subdivision
2 or instrumentality, or any other legal commercial entity;
3
4 (xi) "Record" means as defined in W.S. 40-21-
5 102(a)(xii).
6
7 (xii) "Smart contract" means an automated
8 transaction, as defined in W.S. 40-21-102(a)(ii), or any
9 substantially similar analogue, or code, script or
10 programming language relying on distributed ledger
11 technology, including blockchain, which may include
12 facilitating and instructing transfers of an asset,
13 administrating membership interest votes with respect to a
14 decentralized unincorporated nonprofit association or
15 issuing executable instructions for these actions, based on
16 the occurrence or nonoccurrence of specified conditions;
17
18 (xiii) "State" means a state of the United
19 States, the District of Columbia, the commonwealth of
20 Puerto Rico, or any territory or insular possession subject
21 to the jurisdiction of the United States;
22
23 17-32-103. Governing law; territorial application.
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1
2 (a) The law of this state governs any decentralized
3 unincorporated nonprofit association that is formed in this
4 state.
5 (b) A decentralized unincorporated nonprofit
6 association's governing principles must identify the
7 jurisdiction in which the decentralized unincorporated
8 association is formed.
9
10 17-32-104. Profits; prohibitions on distributions and
11 dividends; compensation and other permitted payments.
12
13 (a) A decentralized unincorporated nonprofit
14 association may engage in profit-making activities, but
15 profits from any activities must be used in furtherance of,
16 or set aside for, the association's common nonprofit
17 purpose.
18
19 (b) Except as provided in subsection (c), a
20 decentralized unincorporated nonprofit association may not
21 pay dividends or distribute any part of its income or
22 profits to its members or administrators.
23
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1 (c) A decentralized unincorporated nonprofit
2 association may:
3
4 (i) Pay reasonable compensation or reimburse
5 reasonable expenses to its members, administrators, and
6 persons outside the organization for services rendered,
7 including with respect to the administration and operation
8 of the decentralized unincorporated nonprofit association
9 (which may include, the provisions of collateral for the
10 self-insurance of the decentralized unincorporated
11 nonprofit association, voting, and participation in the
12 association's operations and activities);
13
14 (ii) Confer benefits on its members and
15 administrators in conformity with its common nonprofit
16 purpose;
17
18 (iii) Repurchase membership interests to the
19 extent authorized by its governing principles; and
20
21 (iv) Make distribution of property to members
22 upon winding up and termination to the extent permitted by
23 W.S. 17-32-126.
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1
2 17-32-105. Real and personal property; decentralized
3 unincorporated nonprofit association as beneficiary,
4 legatee, or devisee.
5
6 (a) A decentralized unincorporated nonprofit
7 association in its name may acquire, hold, encumber, or
8 transfer an estate or interest in real or personal
9 property.
10
11 (b) A decentralized unincorporated nonprofit
12 association may be a legatee, devisee or beneficiary of a
13 trust or contract.
14
15 17-32-106. Statement of authority as to real
16 property.
17
18 (a) A decentralized unincorporated nonprofit
19 association shall execute and record a statement of
20 authority to transfer an estate or interest in real
21 property in the name of the nonprofit association.
22
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1 (b) An estate or interest in real property in the
2 name of a decentralized unincorporated nonprofit
3 association may be transferred by a person so authorized in
4 a statement of authority recorded in the office of the
5 county clerk in which a transfer of the property will be
6 recorded.
7
8 (c) A statement of authority shall set forth:
9
10 (i) The name of the decentralized
11 unincorporated nonprofit association;
12
13 (ii) The address in this state, including
14 the street address, if any, of the nonprofit association.
15 If the nonprofit association does not have an address in
16 this state, its address out of state;
17
18 (iii) The name or title of the person
19 authorized to transfer an estate or interest in real
20 property held in the name of the nonprofit association;
21
22 (iv) The action, procedure, or vote of the
23 decentralized unincorporated nonprofit association which
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1 authorizes the person to transfer the real property of the
2 nonprofit association and which authorizes the person to
3 execute the statement of authority;
4
5 (d) A statement of authority shall be executed in the
6 same manner as a deed. The person who executes the
7 statement of authority shall not be the named person in the
8 statement of authority authorized to transfer the estate or
9 interest.
10
11 (e) The filing officer may collect a fee for
12 collecting recording the statement of authority in the
13 amount authorized for recording a transfer of real
14 property.
15
16 (f) An amendment, including cancellation, of a
17 statement of authority shall meet the requirements for
18 execution and recording of an original statement. Unless
19 canceled earlier, a recorded statement of authority or its
20 most recent amendment is canceled by operation of law five
21 (5) years after the date of the most recent recording.
22
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1 (g) If the record title to the real property is in
2 the name of a decentralized unincorporated nonprofit
3 association and the statement of authority is recorded in
4 the office of the county clerk in which a transfer of real
5 property would be recorded, the authority of the person
6 named in a statement of authority is conclusive in favor of
7 a transferee who gives value without notice that the person
8 named in the statement of authority lacks authority.
9
10 17-32-107. Liability in tort or contract.
11
12 (a) A decentralized unincorporated nonprofit
13 association is a legal entity separate from its members for
14 the purposes of determining and enforcing rights, duties,
15 and liabilities in contract and tort.
16
17 (b) A person is not liable for a breach of a
18 decentralized unincorporated nonprofit association's
19 contract merely because the person is a member,
20 administrator, authorized to participate in the management
21 of the affairs of the nonprofit association, or considered
22 as a member by the nonprofit association.
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1 (c) A person is not liable for a tortious act or
2 omission for which a decentralized unincorporated nonprofit
3 association is liable merely because the person is a
4 member, administrator, authorized to participate in the
5 management of the affairs of the nonprofit association, or
6 considered as a member by the nonprofit association.
7
8 (d) A to