Chapter 11 - Industrial Corporations
CHAPTER 11 - INDUSTRIAL CORPORATIONS
17-11-101. Short title.
Thisact shall be known and may be cited as the "Wyoming Industrial CorporationAct".
17-11-102. Definitions.
(a) As used in this act, unless a different meaning is requiredby the context, the following words and phrases have the following meanings:
(i) "Corporation" means a Wyoming industrialdevelopment corporation created under this act;
(ii) "Financial institution" means any bank, trustcompany, savings and loan association, industrial bank, public or privatepension or retirement fund, insurance company or related corporation,partnership, foundation, or other institution engaged in lending or investingfunds;
(iii) "Member" means any financial institution whichundertakes to lend money to or to buy stock in the corporation created underthis act;
(iv) "Board of directors" means the board of directorsof the corporation created under this act;
(v) "Loan limit" means for any member, the maximumamount permitted to be outstanding at one (1) time on loans made by such memberto the corporation, as determined under the provisions of this act;
(vi) "Shareholder" means:
(A) If the corporation is formed for profit, the holder ofrecord of shares in the corporation; or
(B) If the corporation is a nonprofit corporation, a member whohas contributed money, property, services or other item of value and whosecontribution is recorded on the books of the corporation.
17-11-103. Incorporation; profit or nonprofit corporation; articles ofincorporation generally.
(a) Fifteen (15) or more persons, a majority of whom shall beresidents of this state, may form an industrial development corporation underthe provisions of this act, by filing in the office of the secretary of statearticles of incorporation.
(b) The corporation may be formed as a nonprofit corporation inwhich event it shall be subject to and governed by the provisions of W.S.17-19-101 through 17-19-1807, not in conflict with or inconsistent with theprovisions of this act, or the corporation may be formed for profit in whichevent it shall be subject to and governed by the provisions of the WyomingBusiness Corporation Act not in conflict with or inconsistent with theprovisions of this act.
(c) The articles of incorporation shall contain:
(i) The name of the corporation which shall include the words"Industrial Development Corporation of Wyoming";
(ii) A statement as to whether the corporation is formed as anonprofit corporation or for profit;
(iii) The purposes for which the corporation is founded, whichshall be to promote, stimulate, develop and advance the business prosperity andeconomic welfare of Wyoming and its citizens; to encourage and assist throughloans, investments or other business transactions in the location of newbusiness and industry in this state and to rehabilitate and assist existingbusiness and industry; to stimulate and assist in the expansion of all kinds ofbusiness activity which will tend to promote the business development andmaintain the economic stability of this state, provide maximum opportunitiesfor employment, and improve the standard of living of the citizens of thisstate; similarly, to cooperate and act in conjunction with other organizations,public or private, in the promotion and advancement of industrial, commercial,agricultural, and recreational developments in this state; and to providefinancing for the promotion, development, and conduct of all kinds of businessactivity in this state. The purposes for which the corporation is formed mayalso include the rendering of service to industry by providing feasibility,product, production and market analyses, patent advice, technologicalinformation, research and development assistance, financial availabilitycounseling, management counseling, and any other information, assistance orfacilities required for the creation of new industry, to further the expansionof existing industry, or to induce industry to locate in the state;
(iv) The total number of directors, their terms, and the methodof their election;
(v) If the corporation is a nonprofit corporation, a provisionthat the assets on dissolution, and any distributions of earnings or assetsprior to dissolution, shall be made only to a charitable or educationalorganization or institution;
(vi) The information required by W.S. 17-19-202, if thecorporation is formed on a nonprofit basis and the information required by W.S.17-16-202, if the corporation is formed for profit.
(d) The articles of incorporation shall be subscribed andacknowledged by not less than five (5) persons.
(e) The articles of incorporation shall recite that thecorporation is organized under the provisions of this act.
(f) The secretary of state shall not approve the articles ofincorporation for a corporation organized under this act until a total of atleast ten (10) national banks, state banks, savings banks, industrial savingsbanks, federal savings and loan associations, domestic building and loanassociations, or insurance companies authorized to do business within thisstate, or any combination thereof, have agreed in writing to become members ofsaid corporation, which agreement shall be filed with the secretary of statewith the articles of incorporation and the filing of same shall be a conditionprecedent to the approval of the articles of incorporation by the secretary ofstate. Whenever the articles of incorporation shall have been filed in theoffice of the secretary of state and approved by him, and all filing fees andtaxes have been paid, the subscribers, their successors and assigns shallconstitute a corporation, and said corporation shall then be authorized tocommence business.
17-11-104. Powers of corporation generally.
(a) In furtherance of its purposes the corporation shall,subject to the restrictions and limitations herein contained, have thefollowing powers:
(i) To elect, appoint, and employ officers, agents andemployees; to make contracts and incur liabilities for any of the purposes ofthe corporation;
(ii) To borrow money from its members, the small businessadministration or any other similar federal agency, or the state of Wyoming orany agency or department thereof or any other corporation or person, for any ofthe purposes of the corporation; to issue therefor its bonds, debentures, notesor other evidence of indebtedness, whether secured or unsecured, and to securethe same by mortgage, pledge, deed of trust or other lien on its property,franchises, rights, and privileges of every kind and nature, or any partthereof or interest therein, without securing stockholder or member approval;
(iii) To make loans to any project, person, firm, corporation,association or trust, to invest in a small business investment company asregulated by the small business administration, and to establish and regulatethe terms and conditions with respect to those loans or investments;
(iv) To cooperate with and avail itself of the facilities of theUnited States department of commerce, the Wyoming business council created byW.S. 9-12-103 and any other similar state or federal governmental agencies; andto cooperate with and assist, and otherwise encourage organizations in thevarious communities of the state in the promotion, assistance, and developmentof the business prosperity and economic welfare of such communities or of thisstate or of any part thereof;
(v) To do all acts and things necessary or convenient to carryout the powers expressly granted in this act.
(b) In addition to the powers herein enumerated, thecorporation if organized as a nonprofit corporation shall have all of thepowers conferred on such corporations by W.S. 17-19-101 through 17-19-1807, andif organized as a profit corporation shall have all of the powers conferred oncorporations under the Wyoming Business Corporation Act.
17-11-105. Authority to acquire and dispose of bonds, securities andcapital stock of corporation.
(a) Notwithstanding any rule at common law or any provision ofany general or special law or any provision in their respective charters,agreements of association, articles of organization or trust indentures:
(i) Any person, domestic or foreign corporation, public utilitycompany, insurance company, financial institution as defined herein, or trust,is hereby authorized to acquire, purchase, hold, sell, assign, transfer,mortgage, pledge or otherwise dispose of any bonds, securities, or otherevidence of indebtedness, or the shares of the capital stock of the corporation,or to make contributions to any corporation organized hereunder, and while ashareholder to exercise all the rights, powers, and privileges grantedshareholders, including the right to vote, all without the approval of anyregulatory authority of the state except as otherwise provided in this act;
(ii) All financial institutions as defined herein are herebyauthorized to become members of the corporation and to make loans to thecorporation as provided herein; and
(iii) Each financial institution which becomes a member of thecorporation may acquire, purchase, hold, sell, assign, transfer, mortgage,pledge or otherwise dispose of any bonds, securities, or other evidence ofindebtedness, or the shares of the capital stock of the corporation, and make contributionsto the corporation, and as a shareholder exercise all the rights, powers, andprivileges granted stockholders, including the right to vote, all without theapproval of any regulatory authority of the state.
(b) The amount of capital stock of the corporation which anymember is authorized to acquire pursuant to the authority granted herein is inaddition to the amount of capital stock in corporations which such member mayotherwise be authorized to acquire.
17-11-106. Membership generally; loans to corporation.
(a) Any financial institution may request membership in thecorporation by making application to the board of directors on such form and insuch manner as said board of directors may require, and membership shall becomeeffective upon acceptance of such application by the board.
(b) Each member of the corporation shall make loans to thecorporation as and when called upon by it to do so on such terms and otherconditions as shall be approved from time to time by the board of directors,subject to the following conditions:
(i) All loan limits shall be established at the thousand dollaramount nearest to the amount computed in accordance with the provisions of thissection;
(ii) Repealed by Laws 1988, ch. 84, 2.
(iii) The total amount outstanding on loans to the corporationmade by any member at any one (1) time, when added to the amount of theinvestment in the capital stock of the corporation then held by such member,shall not exceed:
(A) Twenty percent (20%) of the total amount then outstandingon loans to the corporation by all members, including in said total amountoutstanding amounts validly called for loan but not yet loaned;
(B) The following limit, to be determined as of the time suchmember becomes a member on the basis of the audited balance sheet of suchmember at the close of its fiscal year immediately preceding its applicationfor membership, or in the case of an insurance company, its last annualstatement to the state insurance commissioner: two and one-half percent (21/2%) of the capital and surplus of commercial banks and trust companies;one-half of one percent (1/2%) of the total outstanding loans made by savingsand loan associations, and building and loan associations; two and one-halfpercent (2 1/2%) of the capital and unassigned surplus of stock insurancecompanies, except fire insurance companies; two and one-half percent (2 1/2%)of the unassigned surplus of mutual insurance companies, except fire insurancecompanies; one-tenth of one percent (1/10%) of the assets of fire insurancecompanies; and such limits as may be approved by the board of directors of thecorporation for other financial institutions. The board of directors may, onthe request of any financial institution applying for membership, and with theapproval of two-thirds (2/3%) of the members of the same class as the financialinstitution making the request, authorize a different loan limit for suchfinancial institution than is set forth above.
(iv) Each call made by the corporation shall be prorated amongthe members of the corporation in substantially the same proportion that theadjusted loan limit of each member bears to the aggregate of the adjusted loanlimits of all members. The adjusted loan limit of a member shall be the amountof the member's loan limit, reduced by the balance of outstanding loans made bythe member to the corporation, the investment in capital stock of thecorporation held by the member and the amount of any contribution made by themember to the corporation, at the time of the call. No member shall be subjectto a call as a result of owning stock in the corporation. Calls shall be madeonly on members who have made member loans to the corporation;
(v) All loans to the corporation by members under this sectionshall be evidenced by bonds, debentures, notes, or other evidence ofindebtedness of the corporation, which shall be freely negotiable at all times,and which shall bear interest at a rate of not less than one-quarter of onepercent (1/4%).
17-11-107. Duration of membership; withdrawal.
Membershipin the corporation shall be for the duration of the corporation, provided thatupon written notice given to the corporation a minimum of three (3) years and amaximum of fifteen (15) years in advance, as determined by the board ofdirectors, a member may withdraw from membership in the corporation at theexpiration date of such notice.
17-11-108. Powers of shareholders and members.
(a) The shareholders and the members of the corporation shallhave the following powers of the corporation:
(i) To determine the number of and elect directors as providedin W.S. 17-11-110;
(ii) To make, amend and repeal bylaws;
(iii) To amend the certificate of incorporation;
(iv) To dissolve the corporation as provided in W.S. 17-11-116;
(v) To do all things necessary or desirable to secure aid,assistance loans and other financing from any financial institutions, and fromany agency established under the Small Business Investment Act of 1958, PublicLaw 85-699, 85th Congress, or other similar federal laws now or hereafterenacted, and from the state of Wyoming or any agency or department thereof;
(vi) To exercise such other of the powers of the corporationconsistent with the act as may be conferred on the shareholders and the membersby the bylaws.
(b) As to all matters requiring action by the shareholders andthe members of the corporation, the shareholders and members shall vote asprovided in the bylaws of the corporation.
(c) Unless otherwise provided in the articles of incorporation,each shareholder shall have one (1) vote, in person or by proxy, for each shareof stock held by him. Each member shall have one (1) vote, in person or byproxy, for each share of stock held by him except that any member having a loanlimit of more than one thousand dollars ($1,000.00) and having a loan to thecorporation as provided under W.S. 17-11-106(b) shall have one (1) additionalvote, in person or by proxy, for each additional one thousand dollars ($1,000.00)which the member has outstanding in loans to the corporation under W.S.17-11-106(b) at any one (1) time.
17-11-109. Amendments to articles of incorporation.
(a) The articles of incorporation may be amended by the votesof the shareholders and the members of the corporation as provided in thecorporate bylaws.
(b) An amendment to the articles of incorporation shall befiled with the secretary of state, and shall not take effect until the date ofsuch filing.
17-11-110. Board of directors.
(a) The business and affairs of the corporation shall bemanaged and conducted by a board of directors, which shall consist of not lessthan five (5) nor more than seven (7) members. One (1) member of the boardshall be the chief executive officer of the Wyoming business council or otherperson designated by the council. The board of directors may exercise all thepowers of the corporation except such as are conferred by law or by thearticles of incorporation or the bylaws of the corporation upon theshareholders or members.
(b) The board of directors shall be elected in the firstinstance by the incorporators and thereafter at the annual meeting, or if noannual meeting shall be held in the year of incorporation, then within ninety(90) days after the filing of the articles of incorporation at a specialmeeting to be called for such purpose. The directors shall hold office untilthe next annual meeting of the corporation and until their successors areelected and qualified unless sooner removed in accordance with the provisionsof the bylaws. Any vacancy in the office of a director elected by the membersshall be filled by the directors elected by the members, and any vacancy in theoffice of a director elected by the stockholders shall be filled by thedirectors elected by the stockholders.
(c) Directors and officers shall not be responsible for lossesunless the same shall have been occasioned by the willful misconduct of suchdirectors and officers.
17-11-111. Determination of net earnings and surplus.
Netearnings and surplus shall be determined by the board of directors, afterproviding for such reserves as said directors deem desirable, and thedetermination of the directors made in good faith shall be conclusive on allpersons.
17-11-112. Depository of funds.
Thecorporation shall not deposit any of its funds in any banking institutionunless such institution has been designated as a depository by a vote of amajority of the directors present at an authorized meeting of the board of directors,exclusive of any director who is an officer or director of the depository sodesignated.
17-11-113. Examination by director; reports.
Thecorporation shall be examined at least once annually by the director of thestate department of audit or his designee and shall make reports of itscondition annually to director, who in turn shall make copies of such reportsavailable to the governor; and the corporation shall also furnish such otherinformation as may from time to time be required by the director or thesecretary of state. The director shall exercise the same power and authorityover corporations organized under this act as is now exercised over banks andtrust companies.
17-11-114. First meeting.
(a) The first meeting of the corporation shall be called by anotice signed by three (3) or more of the incorporators, stating the time,place, and purpose of the meeting, a copy of which notice shall be mailed ordelivered to each incorporator at least five (5) days before the day appointedfor the meeting, or may be held without such notice upon waiver in writingsigned by all the incorporators. There shall be recorded in the minutes of themeeting a copy of said notice or of such unanimous agreement of theincorporators.
(b) At such first meeting, the incorporators shall adoptbylaws, elect directors, and take such other action as the incorporators maysee fit. Eight (8) of the incorporators shall constitute a quorum for thetransaction of business.
17-11-115. Perpetual existence.
Theperiod of existence of the corporation shall be perpetual, subject to the rightof the shareholders and the members to dissolve the corporation prior to theexpiration of said period as provided in W.S. 17-11-116.
17-11-116. Dissolution.
Thecorporation may upon the affirmative vote of two-thirds (2/3) of the votes towhich the shareholders shall be entitled and two-thirds (2/3) of the votes towhich the members shall be entitled to dissolve said corporation. Upon anydissolution of the corporation, none of the corporation's assets shall bedistributed to the shareholders until all sums due the members of thecorporation and creditors thereof have been paid in full. If the corporation isa nonprofit corporation the assets remaining after payment in full of allamounts due creditors and the members of the corporation shall be paid only tocharitable or educational organizations and institutions, in accordance withthe articles of incorporation and bylaws of the corporation.
17-11-117. Corporations designated "state developmentcompanies" for purposes of federal law.
Anycorporation organized under the provisions of this act shall be a statedevelopment company, as defined in the Small Business Investment Act of 1958,Public Law 85-699, 85th Congress, or any similar federal legislation, and shallbe authorized to operate on a statewide basis.
17-11-118. Exemption from securities registration.
Corporationsorganized under the provisions of this act shall be exempt from registrationunder, or compliance with, the Wyoming Uniform Securities Act (chapter 160,Session Laws of Wyoming, 1965).
17-11-119. Tax exemptions, credits or privileges.
Anytax exemptions, tax credits, or tax privileges granted to banks, savings andloan associations, trust companies, and other financial institutions by anygeneral laws are granted to corporations organized pursuant to this act.
17-11-120. Filing fees.
Corporationsorganized for profit under the provisions of this act shall pay the filing feesrequired by W.S. 17-16-122 and 17-16-1630, and nonprofit corporations shall paythe filing fees required by W.S. 17-19-122 and 17-19-1630.