Section 17-31-115 – Miscellaneous.
17-31-115. Miscellaneous. The articles of organization and the operating agreement of a decentralized autonomous organization are effective as statements of authority. Where the underlying articles of organization and operating agreement are in conflict, the articles of organization shall preempt any conflicting provisions. Where the underlying articles of organization and smart contract are in conflict, the […]
Section 17-31-116 – Foreign Decentralized Autonomous Organization.
17-31-116. Foreign decentralized autonomous organization. The secretary of state shall not issue a certificate of authority for a foreign decentralized autonomous organization.
Section 17-31-113 – Membership and Withdrawal of Members.
17-31-113. Membership and withdrawal of members. (a) Except as specified in subsection (d) of this section, a member may only withdraw from a decentralized autonomous organization in accordance with the terms set forth in the articles of organization, the smart contracts or the operating agreement. (b) A member of a decentralized autonomous organization may not […]
Section 17-31-114 – Dissolution.
17-31-114. Dissolution. (a) A decentralized autonomous organization organized under this chapter shall be dissolved upon the occurrence of any of the following events: (i) The period fixed for the duration of the organization expires; (ii) By vote of the majority of the members of a decentralized autonomous organization; (iii) At the time or upon the […]
Section 17-31-108 – Operating Agreement.
17-31-108. Operating agreement. To the extent the articles of organization or smart contract do not otherwise provide for a matter described in W.S. 17-31-106, the obligations, rights and duties of the members and operation of a decentralized autonomous organization may be supplemented by an operating agreement. An operating agreement may be a smart contract.
Section 17-31-109 – Management.
17-31-109. Management. Management of a decentralized autonomous organization shall be vested in its members or the members and any applicable smart contracts. All smart contracts utilized by a decentralized autonomous organization shall be capable of being updated, modified or otherwise upgraded.
Section 17-31-110 – Standards of Conduct for Members.
17-31-110. Standards of conduct for members. Unless otherwise provided for in the articles of organization or operating agreement, no member of a decentralized autonomous organization shall have any fiduciary duty to the organization or any member except that the members shall be subject to the implied contractual covenant of good faith and fair dealing.
Section 17-31-111 – Membership Interests for Decentralized Autonomous Organizations; Voting.
17-31-111. Membership interests for decentralized autonomous organizations; voting. (a) For purposes of W.S. 17-31-113 and 17-31-114 and unless otherwise provided for in the articles of organization, smart contract or operating agreement: (i) Membership interests in a decentralized autonomous organization shall be calculated by dividing a member’s contribution of digital assets to the organization by the […]
Section 17-31-112 – Right of Members and Dissociated Members to Information.
17-31-112. Right of members and dissociated members to information. To the extent the information is available on an open blockchain, members and dissociated members shall have no right under W.S. 17-29-410 to separately inspect or copy records of a decentralized autonomous organization and the organization shall have no obligation to furnish any information to members […]
Section 17-31-103 – Application of Wyoming Limited Liability Company Act.
17-31-103. Application of Wyoming Limited Liability Company Act. (a) The Wyoming Limited Liability Company Act applies to decentralized autonomous organizations to the extent not inconsistent with the provisions of this chapter, and the powers provided to the secretary of state by W.S. 17-29-1102 shall apply to this chapter. (b) This chapter does not repeal or […]