Wyoming 2026 Session Status: Enacted

SF 22 — Unincorporated nonprofit associations-amendments.

Last action — Governor Signed SEA No. 0021

  1. ✓
    Introduced
  2. ✓
    In Committee
  3. ✓
    Passed Senate
  4. ✓
    Passed House
  5. ✓
    To Executive
  6. 6
    Enacted

This bill has been enacted into law. Introduced December 11, 2025. Enacted.

Signed by Governor Mark Gordon (Republican) on March 04, 2026.

Prognosis

Advancing 50% · moderate confidence

Where this bill stands today.

Odds of enactment

High

How often bills like it became law.

  • Enacted

    Current position in the legislative process.

  • 1 sponsor

    1 primary, 0 co-sponsors signed on.

Prognosis reads this bill's own signals — stage, sponsorship breadth, committee status, recorded votes and cross-state momentum. Odds come from a model trained on which bills have become law.

Summary

This act amends the Wyoming Decentralized Nonprofit Association (DUNA) Act by amending, creating, and clarifying definitions, including changing references from "nonprofit association" or "association" to "DUNA", moving the definition of charitable purpose, and adding a definition of "distributed ledger protocol". This act aligns language in the DUNA Act with the Wyoming Unincorporated Nonprofit Association (UNA) Act. This act authorizes DUNAs to automatically convert to UNAs if the membership in the DUNA falls below one hundred (100) members, unless otherwise specified in the DUNA's governing principles. This act requires assets of DUNAs to be distributed according to federal law when winding up the DUNA.

Bill Text

What changed in the latest version

647 added · 623 removed

Plain-language change summary

The updated version of SF 22 makes some key changes related to decentralized unincorporated nonprofit associations. It now includes clearer language about how these organizations can automatically convert to regular unincorporated nonprofit associations when necessary and emphasizes the requirement for distributing their assets according to federal law during the winding-up process. These changes are important because they help ensure that the legal framework is up-to-date and that these organizations can operate more smoothly and in compliance with federal regulations.

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S TATE OF W YOMING 26LSO-0058 SENATE FILE NO.
ORIGINAL SENATE FILE NO.
SF0022 Unincorporated nonprofit associations-amendments.
SF0022 ENROLLED ACT NO.
Sponsored by:
21, SENATE SIXTY-EIGHTH LEGISLATURE OF THE STATE OF WYOMING BUDGET SESSION AN ACT relating to corporations, partnerships and associations;
Select Committee on Blockchain, Financial Technology and Digital Innovation Technology A BILL for AN ACT relating to corporations, partnerships and associations;
1 SF0022 STATE OF WYOMING 26LSO-0058 Be It Enacted by the Legislature of the State of Wyoming:
Be It Enacted by the Legislature of the State of Wyoming:
3 Section 1.
Section 1.
(b) A person is not liable for a breach of a nonprofit association's contract merely solely because the person is a member, is authorized to participate in the management of the affairs of the nonprofit association or SF0022 STATE OF WYOMING 26LSO-0058 is a person considered as a member by the nonprofit association.
ORIGINAL SENATE FILE NO.
4 (c) A person is not liable for a tortious act or omission for which a nonprofit association is liable merely solely because the person is a member, is authorized to participate in the management of the affairs of the nonprofit association or is a person considered as a member by the nonprofit association.
SF0022 ENROLLED ACT NO.
21, SENATE SIXTY-EIGHTH LEGISLATURE OF THE STATE OF WYOMING BUDGET SESSION (b) A person is not liable for a breach of a nonprofit association's contract merely solely because the person is a member, is authorized to participate in the management of the affairs of the nonprofit association or is a person considered as a member by the nonprofit association.
(c) A person is not liable for a tortious act or omission for which a nonprofit association is liable merely solely because the person is a member, is authorized to participate in the management of the affairs of the nonprofit association or is a person considered as a member by the nonprofit association.
3 SF0022 STATE OF WYOMING 26LSO-0058 (i) "Administrator" means a person, whether or not a member, authorized by the members membership of a decentralized unincorporated nonprofit association to fulfill administrative or operational tasks at the direction of the membership of the decentralized unincorporated nonprofit association;
(i) "Administrator" means a person, whether or not a member, authorized by the members membership of a decentralized unincorporated nonprofit association to fulfill administrative or operational tasks at the direction of the membership of the decentralized unincorporated nonprofit association;
8 (iii) "Decentralized unincorporated nonprofit association" or "nonprofit association" means an unincorporated nonprofit association that meets the following requirements:
(iii) "Decentralized unincorporated nonprofit association" or "nonprofit association" means an ORIGINAL SENATE FILE NO.
SF0022 ENROLLED ACT NO.
21, SENATE SIXTY-EIGHTH LEGISLATURE OF THE STATE OF WYOMING BUDGET SESSION unincorporated nonprofit association that meets the following requirements:
4 SF0022 STATE OF WYOMING 26LSO-0058 (vi) "Established practices" means the practices used by a decentralized unincorporated nonprofit association without material change during the most recent five (5) years of the decentralized unincorporated nonprofit association's existence, or if the decentralized unincorporated nonprofit association has existed for less than five (5) years, during the decentralized unincorporated nonprofit association's entire existence;
(vi) "Established practices" means the practices used by a decentralized unincorporated nonprofit association without material change during the most recent five (5) years of the decentralized unincorporated nonprofit association's existence, or if the decentralized unincorporated nonprofit association has existed for less than five (5) years, during the decentralized unincorporated nonprofit association's entire existence;
5 SF0022 STATE OF WYOMING 26LSO-0058 (viii) "Member" means a person who, under the governing principles of a decentralized unincorporated nonprofit association, may participate in the selection of the decentralized unincorporated nonprofit association's administrators or the development of the policies and activities of the decentralized unincorporated nonprofit association;
ORIGINAL SENATE FILE NO.
9 (ix) "Membership interest" means a member's voting right in a decentralized unincorporated nonprofit association determined by the decentralized unincorporated nonprofit association's governing principles, including as ascertained from decentralized ledger technology on which the decentralized unincorporated nonprofit association relies to determine a member's voting right;
SF0022 ENROLLED ACT NO.
21, SENATE SIXTY-EIGHTH LEGISLATURE OF THE STATE OF WYOMING BUDGET SESSION (viii) "Member" means a person who, under the governing principles of a decentralized unincorporated nonprofit association, may participate in the selection of the decentralized unincorporated nonprofit association's administrators or the development of the policies and activities of the decentralized unincorporated nonprofit association;
(ix) "Membership interest" means a member's voting right in a decentralized unincorporated nonprofit association determined by the decentralized unincorporated nonprofit association's governing principles, including as ascertained from decentralized ledger technology on which the decentralized unincorporated nonprofit association relies to determine a member's voting right;
6 SF0022 STATE OF WYOMING 26LSO-0058 17-32-104.
17-32-104.
4 (a) A decentralized unincorporated nonprofit association may engage in profit-making activities, but profits from any activities shall be used in furtherance of, or set aside for, the decentralized unincorporated nonprofit association's common nonprofit purpose.
(a) A decentralized unincorporated nonprofit association may engage in profit-making activities, but profits from any activities shall be used in furtherance of, or set aside for, the decentralized unincorporated nonprofit association's common nonprofit purpose.
(b) Except as provided in subsection (c) of this section, a decentralized unincorporated nonprofit association may not pay dividends or distribute any part of its income or profits to its members or administrators or persons outside the decentralized unincorporated nonprofit association.
(b) Except as provided in subsection (c) of this section, a decentralized unincorporated nonprofit association may not pay dividends or distribute any part of ORIGINAL SENATE FILE NO.
SF0022 ENROLLED ACT NO.
21, SENATE SIXTY-EIGHTH LEGISLATURE OF THE STATE OF WYOMING BUDGET SESSION its income or profits to its members or administrators or persons outside the decentralized unincorporated nonprofit association.
(i) Pay reasonable compensation or reimburse reasonable expenses to its members, administrators and persons outside the decentralized unincorporated nonprofit association for services rendered, including with respect SF0022 STATE OF WYOMING 26LSO-0058 to the administration and operation of the decentralized unincorporated nonprofit association, which may include the provisions of collateral for the self-insurance of the decentralized unincorporated nonprofit association, voting or participation in the decentralized unincorporated nonprofit association's operations and activities;
(i) Pay reasonable compensation or reimburse reasonable expenses to its members, administrators and persons outside the decentralized unincorporated nonprofit association for services rendered, including with respect to the administration and operation of the decentralized unincorporated nonprofit association, which may include the provisions of collateral for the self-insurance of the decentralized unincorporated nonprofit association, voting or participation in the decentralized unincorporated nonprofit association's operations and activities;
8 (iii) Repurchase membership interests to the extent authorized by the decentralized unincorporated nonprofit association's governing principles;
(iii) Repurchase membership interests to the extent authorized by the decentralized unincorporated nonprofit association's governing principles;
(b) An estate or interest in real property in the name of a decentralized unincorporated nonprofit association may be transferred by a person so authorized in SF0022 STATE OF WYOMING 26LSO-0058 a statement of authority recorded in the office of the county clerk in which a transfer of the property will would be recorded.
(b) An estate or interest in real property in the name of a decentralized unincorporated nonprofit association may be transferred by a person so authorized in a statement of authority recorded in the office of the ORIGINAL SENATE FILE NO.
5 (c) A statement of authority shall set forth:
SF0022 ENROLLED ACT NO.
7 (ii) The address in this state, including the street address, if any, of the decentralized unincorporated nonprofit association.
21, SENATE SIXTY-EIGHTH LEGISLATURE OF THE STATE OF WYOMING BUDGET SESSION county clerk in which a transfer of the property will would be recorded.
(c) A statement of authority shall set forth:
(ii) The address in this state, including the street address, if any, of the decentralized unincorporated nonprofit association.
and (iv) The action, procedure or vote of the decentralized unincorporated nonprofit association which authorizes the person to transfer the real property of the decentralized unincorporated nonprofit association and SF0022 STATE OF WYOMING 26LSO-0058 which authorizes the person to execute the statement of authority.
and (iv) The action, procedure or vote of the decentralized unincorporated nonprofit association which authorizes the person to transfer the real property of the decentralized unincorporated nonprofit association and which authorizes the person to execute the statement of authority.
4 17-32-107.
17-32-107.
6 (b) A person is not liable for a breach of a decentralized unincorporated nonprofit association's contract merely because the person is a member, administrator, authorized to participate in the management of the affairs of the decentralized unincorporated nonprofit association or considered as a member by the decentralized unincorporated nonprofit association.
(b) A person is not liable for a breach of a decentralized unincorporated nonprofit association's contract merely because the person is a member, administrator, authorized to participate in the management of the affairs of the decentralized unincorporated nonprofit association or considered as a member by the decentralized unincorporated nonprofit association.
(c) A person is not liable for a tortious act or omission for which a decentralized unincorporated nonprofit association is liable merely because the person is a member or administrator of the decentralized unincorporated nonprofit association, or is a person authorized to participate in the management of the affairs of the decentralized unincorporated nonprofit association or considered as a member by the decentralized unincorporated nonprofit association.
ORIGINAL SENATE FILE NO.
10 SF0022 STATE OF WYOMING 26LSO-0058 (d) A tortious act or omission of a member, administrator or other person for which a decentralized unincorporated nonprofit association is liable is not imputed to a person merely because the person is a member or administrator of the decentralized unincorporated nonprofit association, or is a person authorized to participate in the management of the affairs of the decentralized unincorporated nonprofit association or considered as a member by the decentralized unincorporated nonprofit association.
SF0022 ENROLLED ACT NO.
21, SENATE SIXTY-EIGHTH LEGISLATURE OF THE STATE OF WYOMING BUDGET SESSION (c) A person is not liable for a tortious act or omission for which a decentralized unincorporated nonprofit association is liable merely because the person is a member or administrator of the decentralized unincorporated nonprofit association, or is a person authorized to participate in the management of the affairs of the decentralized unincorporated nonprofit association or considered as a member by the decentralized unincorporated nonprofit association.
(d) A tortious act or omission of a member, administrator or other person for which a decentralized unincorporated nonprofit association is liable is not imputed to a person merely because the person is a member or administrator of the decentralized unincorporated nonprofit association, or is a person authorized to participate in the management of the affairs of the decentralized unincorporated nonprofit association or considered as a member by the decentralized unincorporated nonprofit association.
A decentralized unincorporated nonprofit association may assert a claim against a member, administrator, person authorized to participate in the management of the affairs of the decentralized unincorporated nonprofit association or person considered SF0022 STATE OF WYOMING 26LSO-0058 as a member by the decentralized unincorporated nonprofit association.
A decentralized unincorporated nonprofit association may assert a claim against a member, administrator, person authorized to participate in the management of the affairs of the decentralized unincorporated nonprofit association or person considered as a member by the decentralized unincorporated nonprofit association.
4 17-32-108.
ORIGINAL SENATE FILE NO.
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SF0022 ENROLLED ACT NO.
21, SENATE SIXTY-EIGHTH LEGISLATURE OF THE STATE OF WYOMING BUDGET SESSION 17-32-108.
6 (b) A decentralized unincorporated nonprofit association may assert a claim on behalf of its members if:
(b) A decentralized unincorporated nonprofit association may assert a claim on behalf of its members if:
9 (i) One (1) or more members of the decentralized unincorporated nonprofit association have standing to assert a claim in their own right;
(i) One (1) or more members of the decentralized unincorporated nonprofit association have standing to assert a claim in their own right;
12 SF0022 STATE OF WYOMING 26LSO-0058 17-32-110.
17-32-110.
4 (b) A statement appointing an agent shall set forth:
(b) A statement appointing an agent shall set forth:
6 (ii) The address in this state, including the street address, if any, of the decentralized unincorporated nonprofit association.
(ii) The address in this state, including the street address, if any, of the decentralized unincorporated nonprofit association.
In an action or proceeding against a decentralized unincorporated nonprofit association, a summons and complaint shall be served on an agent authorized to receive service of process or a person authorized to administer the affairs of the decentralized unincorporated nonprofit association.
ORIGINAL SENATE FILE NO.
SF0022 ENROLLED ACT NO.
21, SENATE SIXTY-EIGHTH LEGISLATURE OF THE STATE OF WYOMING BUDGET SESSION In an action or proceeding against a decentralized unincorporated nonprofit association, a summons and complaint shall be served on an agent authorized to receive service of process or a person authorized to administer the affairs of the decentralized unincorporated nonprofit association.
SF0022 STATE OF WYOMING 26LSO-0058 2 17-32-112.
17-32-112.
5 A claim for relief against a decentralized unincorporated nonprofit association shall not abate merely because of a change in its members or persons authorized to administer the affairs of the decentralized unincorporated nonprofit association.
A claim for relief against a decentralized unincorporated nonprofit association shall not abate merely because of a change in its members or persons authorized to administer the affairs of the decentralized unincorporated nonprofit association.
14 SF0022 STATE OF WYOMING 26LSO-0058 (b) A decentralized unincorporated nonprofit association may be dissolved by any of the following methods:
(b) A decentralized unincorporated nonprofit association may be dissolved by any of the following methods:
5 (i) If the governing principles of the decentralized unincorporated nonprofit association provide a time or method for dissolution, by that method;
ORIGINAL SENATE FILE NO.
9 (ii) If the governing principles of the decentralized unincorporated nonprofit association do not provide a method for dissolution, by approval of its members in accordance with W.S.
SF0022 ENROLLED ACT NO.
21, SENATE SIXTY-EIGHTH LEGISLATURE OF THE STATE OF WYOMING BUDGET SESSION (i) If the governing principles of the decentralized unincorporated nonprofit association provide a time or method for dissolution, by that method;
(ii) If the governing principles of the decentralized unincorporated nonprofit association do not provide a method for dissolution, by approval of its members in accordance with W.S.
In the event membership in the decentralized unincorporated nonprofit association falls below one hundred (100) members and the decentralized unincorporated nonprofit association meets the requirements of a Wyoming unincorporated nonprofit association under SF0022 STATE OF WYOMING 26LSO-0058 W.S.
In the event membership in the decentralized unincorporated nonprofit association falls below one hundred (100) members and the decentralized unincorporated nonprofit association meets the requirements of a Wyoming unincorporated nonprofit association under W.S.
7 17-32-115.
17-32-115.
If there are no applicable governing principles, a person shall be considered a member upon purchase or assumption of ownership of a membership interest or other property or instrument that confers a voting right with the nonprofit association and the person shall continue as a member absent until the person's suspension, dismissal or expulsion pursuant to subsection (b) of this section, resignation pursuant to W.S.
If there are no applicable governing principles, a person shall be considered a member upon purchase or assumption of ownership of a membership interest or other property or instrument that confers a ORIGINAL SENATE FILE NO.
SF0022 ENROLLED ACT NO.
21, SENATE SIXTY-EIGHTH LEGISLATURE OF THE STATE OF WYOMING BUDGET SESSION voting right with the nonprofit association and the person shall continue as a member absent until the person's suspension, dismissal or expulsion pursuant to subsection (b) of this section, resignation pursuant to W.S.
SF0022 STATE OF WYOMING 26LSO-0058 2 17-32-116.
17-32-116.
4 (a) A member may resign as a member of a decentralized unincorporated nonprofit association in accordance with the governing principles of the decentralized unincorporated nonprofit association.
(a) A member may resign as a member of a decentralized unincorporated nonprofit association in accordance with the governing principles of the decentralized unincorporated nonprofit association.
SF0022 STATE OF WYOMING 26LSO-0058 2 Except as otherwise provided in the decentralized unincorporated nonprofit association's governing principles, a member interest or any right thereunder is freely transferable to another person through conveyance of the membership interest.
Except as otherwise provided in the decentralized unincorporated nonprofit association's governing principles, a member interest or any right thereunder is freely transferable to another person through conveyance of ORIGINAL SENATE FILE NO.
SF0022 ENROLLED ACT NO.
21, SENATE SIXTY-EIGHTH LEGISLATURE OF THE STATE OF WYOMING BUDGET SESSION the membership interest.
18 SF0022 STATE OF WYOMING 26LSO-0058 (i) Specify whether any distributed ledger technology utilized or enabled by the decentralized unincorporated nonprofit association will be fully immutable or subject to change by the decentralized unincorporated nonprofit association and whether any distributed ledger will be fully or partially public or private, including the extent of a member's access to information;
(i) Specify whether any distributed ledger technology utilized or enabled by the decentralized unincorporated nonprofit association will be fully immutable or subject to change by the decentralized unincorporated nonprofit association and whether any distributed ledger will be fully or partially public or private, including the extent of a member's access to information;
17-32-121, modify the consensus mechanism, as well as the requirements, processes and procedures or substitute a new consensus mechanism, requirements, processes or procedures that comply with this state's law and the governing principles of the decentralized unincorporated nonprofit association.
17-32-121, modify the consensus mechanism, ORIGINAL SENATE FILE NO.
19 SF0022 STATE OF WYOMING 26LSO-0058 17-32-123.
SF0022 ENROLLED ACT NO.
21, SENATE SIXTY-EIGHTH LEGISLATURE OF THE STATE OF WYOMING BUDGET SESSION as well as the requirements, processes and procedures or substitute a new consensus mechanism, requirements, processes or procedures that comply with this state's law and the governing principles of the decentralized unincorporated nonprofit association.
17-32-123.
4 (a) Unless otherwise provided for in the decentralized unincorporated nonprofit association's governing principles, the members of a decentralized unincorporated nonprofit association may select the decentralized unincorporated nonprofit association's administrators in accordance with W.S.
(a) Unless otherwise provided for in the decentralized unincorporated nonprofit association's governing principles, the members of a decentralized unincorporated nonprofit association may select the decentralized unincorporated nonprofit association's administrators in accordance with W.S.
20 SF0022 STATE OF WYOMING 26LSO-0058 (iv) Breach of the duty of loyalty should one exist, unless, following full disclosure of all material facts to the decentralized unincorporated nonprofit association members, the specific act or transaction that would otherwise breach the duty of loyalty is authorized or ratified by approval of the disinterested members pursuant to W.S.
(iv) Breach of the duty of loyalty should one exist, unless, following full disclosure of all material facts to the decentralized unincorporated nonprofit association members, the specific act or transaction that would otherwise breach the duty of loyalty is authorized or ratified by approval of the disinterested members pursuant to W.S.
9 17-32-124.
ORIGINAL SENATE FILE NO.
SF0022 ENROLLED ACT NO.
21, SENATE SIXTY-EIGHTH LEGISLATURE OF THE STATE OF WYOMING BUDGET SESSION 17-32-124.
21 SF0022 STATE OF WYOMING 26LSO-0058 (c) A decentralized unincorporated nonprofit association may impose reasonable restrictions on access to and use of information that may be provided under this section, including by designating the information confidential and imposing nondisclosure or other safeguarding obligations on the recipient of the information.
(c) A decentralized unincorporated nonprofit association may impose reasonable restrictions on access to and use of information that may be provided under this section, including by designating the information confidential and imposing nondisclosure or other safeguarding obligations on the recipient of the information.
(b) A decentralized unincorporated nonprofit association may indemnify a member or administrator for any debt, obligation or other liability incurred in the course of the member or administrator's activities on behalf of SF0022 STATE OF WYOMING 26LSO-0058 the decentralized unincorporated nonprofit association.
ORIGINAL SENATE FILE NO.
SF0022 ENROLLED ACT NO.
21, SENATE SIXTY-EIGHTH LEGISLATURE OF THE STATE OF WYOMING BUDGET SESSION (b) A decentralized unincorporated nonprofit association may indemnify a member or administrator for any debt, obligation or other liability incurred in the course of the member or administrator's activities on behalf of the decentralized unincorporated nonprofit association.
8 (c) If a person is made, or threatened to be made, a party in a proceeding based on that person's conduct in the affairs of a decentralized unincorporated nonprofit association, that person is entitled, upon written request to the decentralized unincorporated nonprofit association, including through decentralized ledger technology, to receive payment of or reimbursement by the decentralized unincorporated nonprofit association, of reasonable expenses, including attorney's fees and disbursements, incurred by that person in advance of the final disposition of the proceeding.
(c) If a person is made, or threatened to be made, a party in a proceeding based on that person's conduct in the affairs of a decentralized unincorporated nonprofit association, that person is entitled, upon written request to the decentralized unincorporated nonprofit association, including through decentralized ledger technology, to receive payment of or reimbursement by the decentralized unincorporated nonprofit association, of reasonable expenses, including attorney's fees and disbursements, incurred by that person in advance of the final disposition of the proceeding.
To be entitled to these payments or advances the person making the request shall make a written affirmation that the person has a good faith belief that the criteria for indemnification in subsection (a) of this section have been satisfied and that the person will repay the amounts paid or reimbursed if it is determined that the SF0022 STATE OF WYOMING 26LSO-0058 criteria for reimbursement have not been satisfied.
To be entitled to these payments or advances the person making the request shall make a written affirmation that the person has a good faith belief that the criteria for indemnification in subsection (a) of this section have been satisfied and that the person will repay the amounts paid or reimbursed if it is determined that the criteria for reimbursement have not been satisfied.
6 (d) A decentralized unincorporated nonprofit association may purchase and maintain insurance on behalf of a member or administrator for liability asserted against or incurred by the member or administrator in that capacity, whether or not the decentralized unincorporated nonprofit association would have the power to indemnify or advance expenses to the member or administrator against the same liability under this section.
(d) A decentralized unincorporated nonprofit association may purchase and maintain insurance on behalf of a member or administrator for liability asserted against ORIGINAL SENATE FILE NO.
SF0022 ENROLLED ACT NO.
21, SENATE SIXTY-EIGHTH LEGISLATURE OF THE STATE OF WYOMING BUDGET SESSION or incurred by the member or administrator in that capacity, whether or not the decentralized unincorporated nonprofit association would have the power to indemnify or advance expenses to the member or administrator against the same liability under this section.
24 SF0022 STATE OF WYOMING 26LSO-0058 (b) In winding up a decentralized unincorporated nonprofit association, the members:
(b) In winding up a decentralized unincorporated nonprofit association, the members:
4 (i) Shall discharge the decentralized unincorporated nonprofit association's debts, obligations and other liabilities, settle and close the decentralized unincorporated nonprofit association's business and distribute any remaining property:
(i) Shall discharge the decentralized unincorporated nonprofit association's debts, obligations and other liabilities, settle and close the decentralized unincorporated nonprofit association's business and distribute any remaining property:
or 25 SF0022 STATE OF WYOMING 26LSO-0058 (C) If neither subdivision subparagraph (A) or (B) of this paragraph applies, in accordance with the law of unclaimed property contained in W.S.
or ORIGINAL SENATE FILE NO.
SF0022 ENROLLED ACT NO.
21, SENATE SIXTY-EIGHTH LEGISLATURE OF THE STATE OF WYOMING BUDGET SESSION (C) If neither subdivision subparagraph (A) or (B) of this paragraph applies, in accordance with the law of unclaimed property contained in W.S.
6 (ii) May:
(ii) May:
8 (A) Authorize an administrator to wind up the decentralized unincorporated nonprofit association in accordance with W.S.
(A) Authorize an administrator to wind up the decentralized unincorporated nonprofit association in accordance with W.S.
SF0022 STATE OF WYOMING 26LSO-0058 2 (iii) If the members of a decentralized unincorporated nonprofit association do not appoint an administrator or administrators to wind up the decentralized unincorporated nonprofit association, the members shall owe the decentralized unincorporated nonprofit association a duty of care in the conduct or winding up of the decentralized unincorporated nonprofit association's operations to refrain from engaging in grossly negligent or reckless conduct, willful or intentional misconduct or a knowing violation of the law.
(iii) If the members of a decentralized unincorporated nonprofit association do not appoint an administrator or administrators to wind up the decentralized unincorporated nonprofit association, the members shall owe the decentralized unincorporated nonprofit association a duty of care in the conduct or winding up of the decentralized unincorporated nonprofit association's operations to refrain from engaging in grossly negligent or reckless conduct, willful or intentional misconduct or a knowing violation of the law.
17-32-127.
ORIGINAL SENATE FILE NO.
SF0022 ENROLLED ACT NO.
21, SENATE SIXTY-EIGHTH LEGISLATURE OF THE STATE OF WYOMING BUDGET SESSION 17-32-127.
(vii) "Charitable purpose" means any purpose of an organization that is recognized as exempt under section 501(c)(3) of the Internal Revenue Code or any successor section, or that upon dissolution shall distribute its assets to a public benefit corporation, the United States, a state or a person that is recognized as exempt under SF0022 STATE OF WYOMING 26LSO-0058 section 501(c)(3) of the Internal Revenue Code or any successor section.
(vii) "Charitable purpose" means any purpose of an organization that is recognized as exempt under section 501(c)(3) of the Internal Revenue Code or any successor section, or that upon dissolution shall distribute its assets to a public benefit corporation, the United States, a state or a person that is recognized as exempt under section 501(c)(3) of the Internal Revenue Code or any successor section.
4 (c) A merger involving a decentralized unincorporated nonprofit association is subject to the following requirements:
(c) A merger involving a decentralized unincorporated nonprofit association is subject to the following requirements:
8 (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.
(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.
(B) The surviving organization is a decentralized unincorporated nonprofit association, as specified in the plan of merger and upon compliance by any SF0022 STATE OF WYOMING 26LSO-0058 constituent organization that is not a decentralized unincorporated nonprofit association with any requirements, including any required filings in the office of the secretary of state, of the organization's governing statute;
(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 decentralized ORIGINAL SENATE FILE NO.
or 7 (d) When a merger becomes effective:
SF0022 ENROLLED ACT NO.
9 (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 decentralized unincorporated nonprofit association incurred before the merger is effective;
21, SENATE SIXTY-EIGHTH LEGISLATURE OF THE STATE OF WYOMING BUDGET SESSION unincorporated nonprofit association with any requirements, including any required filings in the office of the secretary of state, of the organization's governing statute;
or (d) When a merger becomes effective:
(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 decentralized unincorporated nonprofit association incurred before the merger is effective;
SF0022 STATE OF WYOMING 26LSO-0058 Section 3.
ORIGINAL SENATE FILE NO.
SF0022 ENROLLED ACT NO.
21, SENATE SIXTY-EIGHTH LEGISLATURE OF THE STATE OF WYOMING BUDGET SESSION Section 3.
(END) SF0022
(END) Speaker of the House President of the Senate Governor TIME APPROVED:
_________ DATE APPROVED:
_________ I hereby certify that this act originated in the Senate.
Chief Clerk 20
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Action History

  1. Governor Signed SEA No. 0021

  2. Assigned Chapter Number 25

  3. S President Signed SEA No. 0021

  4. H Speaker Signed SEA No. 0021

  5. H 3rd Reading:Passed 51-8-3-0-0

  6. Assigned Number SEA No. 0021

  7. H 2nd Reading:Passed

  8. H09 - Minerals:Recommend Do Pass 8-0-1-0-0

  9. H Placed on General File

  10. H COW:Passed

  11. H Introduced and Referred to H09 - Minerals

  12. S 3rd Reading:Passed 25-6-0-0-0

  13. H Received for Introduction

  14. S COW:Passed

  15. S 2nd Reading:Passed

  16. S09 - Minerals:Recommend Do Pass 3-0-2-0-0

  17. S Placed on General File

  18. S Introduced and Referred to S09 - Minerals 27-4-0-0-0

  19. S Received for Introduction

  20. Bill Number Assigned

Sponsors

  • Financial Technology and Digital Innovation Technology Select Blockchain · Primary

Sponsorship breakdown

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1 sponsors · 0 co-sponsors · 92 not signed on

Sponsors (1)

  • Blockchain, Financial Technology and Digital Innovation Technology Select

Co-sponsors (0)

None.

Not signed on (92)

92 members have not signed on to this bill.

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"Not signed on" means a member has not sponsored or co-sponsored this bill — it does not imply opposition. Members flagged Voted No have a recorded No vote on this bill.

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Frequently asked questions

What does SF 22 do?
This act amends the Wyoming Decentralized Nonprofit Association (DUNA) Act by amending, creating, and clarifying definitions, including changing references from "nonprofit association" or "association" to "DUNA", moving the definition of charitable purpose, and adding a definition of "distributed ledger protocol". This act aligns language in the DUNA Act with the Wyoming Unincorporated Nonprofit Association (UNA) Act. This act authorizes DUNAs to automatically convert to UNAs if the membership in the DUNA falls below one hundred (100) members, unless otherwise specified in the DUNA's governing principles. This act requires assets of DUNAs to be distributed according to federal law when winding up the DUNA.
Who sponsors SF 22?
SF 22 is sponsored by Blockchain, Financial Technology and Digital Innovation Technology Select.
What is the current status of SF 22?
This bill has been enacted into law. Introduced December 11, 2025. Enacted.
Where can I track SF 22?
Track SF 22 free on One Click Politics — get push/email alerts when it moves.

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