Who this statute actually protects in Wyoming

The category is defined at W.S. § 17-22-102(a)(ii): “an unincorporated organization consisting of two (2) or more members joined by mutual consent for a common, nonprofit purpose.” No filing is required to be one. No annual report, no registered agent, no articles.

That description fits a large share of Wyoming community associations — the small road association that plows a shared lane and bills the four lots on it, the ditch or water-user group that maintains a headgate, the subdivision association whose 1970s declaration created an “association” that nobody ever incorporated. Where a Wyoming association is not a nonprofit corporation under Title 17, chapter 19, it is very likely an unincorporated nonprofit association under chapter 22, and § 17-22-106 is the provision standing between its members and its liabilities.

What the change does, and what nobody can yet say

“Merely” and “solely” are both words that limit the shield to liability imposed because of membership status alone. Neither protects a member who personally committed a tort, personally guaranteed a debt, or personally directed the conduct complained of — that was true before the amendment and remains true after it.

Whether the two adverbs carry a different operative effect is a question of construction. “Solely” is the more exacting word in ordinary usage: it admits of no additional ground at all, where “merely” carries a shade of “no more than.” No Wyoming appellate decision has construed either version of § 17-22-106, and this column does not predict how a court would read the substitution.

What can be said flatly is that the amendment was not the subject of the bill. The act’s title is about decentralized unincorporated nonprofit associations converting to unincorporated nonprofit associations and conforming the two chapters’ language; the amendment to the liability shield rode along as conforming text. A change to the member shield for every unincorporated Wyoming association was made in a bill nobody was reading for that reason.

The structural point underneath it

Wyoming’s community-association law is assembled from statutes written for something else. An incorporated association draws its existence from the Nonprofit Corporation Act, which is a corporate statute. An unincorporated one draws its member shield from chapter 22, which is now also the home of the state’s decentralized-autonomous-organization framework. The only Wyoming statute written about restrictive covenants is W.S. § 34-1-501, a single section from 2024 about home-based child care, and it is the entire content of Title 34’s article headed “COVENANTS.”

The practical consequence is that Wyoming association law changes in bills that do not mention associations. Chapter 25 of the 2026 session laws is the clearest recent example: a blockchain committee’s conforming amendment is now the operative wording of the liability shield for the members of an unincorporated subdivision association in Sublette County.

The incorporation question it raises

Corporate status is the difference between the two chapters. An incorporated Wyoming nonprofit files an annual report, pays $25, keeps a registered agent, and can be administratively dissolved for failing to do so — permanently, if the lapse runs past two years. An unincorporated association files nothing and cannot be dissolved by the Secretary of State, but its members rely on § 17-22-106 rather than on corporate separateness. Both routes exist in Wyoming and both are in use.