SEA 25 - SF0116

ORIGINAL SENATE

FILE NO. 0116

ENROLLED ACT NO. 25, SENATE

FIFTY-SIXTH LEGISLATURE OF THE STATE OF WYOMING

2001 GENERAL SESSION

AN ACT relating to the Uniform Electronic Transactions Act;
specifying applicable transactions; creating a prospective
application; facilitating electronic transactions;
specifying recognition of transactions; specifying the
effect of an error in an electronic transaction;
authorizing notarization of electronic signatures; creating
rules for an automated transaction; specifying when an
electronic record is sent; defining a transferable record;
specifying when governmental agencies must utilize
electronic records; and providing for an effective date.

Be It Enacted by the Legislature of the State of Wyoming:

Section 1. W.S. 40-21-101 through 40-21-119 are
created to read:

CHAPTER 21

UNIFORM ELECTRONIC TRANSACTIONS ACT

40-21-101. Short title.

This act may be cited as the "Uniform Electronic
Transactions Act."

40-21-102. Definitions.

(a) In this article unless the context otherwise
requires:

(i) "Agreement" means the bargain of the parties
in fact, as found in their language or inferred from other
circumstances and from rules, regulations and procedures
given the effect of agreements under laws otherwise
applicable to a particular transaction;

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(ii) "Automated transaction" means a transaction
conducted or performed, in whole or in part, by electronic
means or electronic records, in which the acts or records
of one (1) or both parties are not reviewed by an
individual in the ordinary course in forming a contract,
performing under an existing contract or fulfilling an
obligation required by the transaction;

(iii) "Computer program" means a set of
statements or instructions to be used directly or
indirectly in an information processing system in order to
bring about a certain result;

(iv) "Contract" means the total legal obligation
resulting from the parties' agreement as affected by this
act and other applicable law;

(v) "Electronic" means relating to technology
having electrical, digital, magnetic, wireless, optical,
electromagnetic or similar capabilities;

(vi) "Electronic agent" means a computer program
or an electronic or other automated means used
independently to initiate an action or respond to
electronic records or performances in whole or in part,
without review or action by an individual;

(vii) "Electronic record" means a record
created, generated, sent, communicated, received or stored
by electronic means;

(viii) "Electronic signature" means an
electronic sound, symbol or process attached to or
logically associated with a record and executed or adopted
by a person with the intent to sign the record;

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(ix) "Governmental agency" means an executive,
legislative or judicial agency, department, board,
commission, authority, institution or instrumentality of
the federal government or of a state or of a county,
municipality or other political subdivision of a state;

(x) "Information" means data, text, images,
sounds, codes, computer programs, software, databases or
the like;

(xi) "Information processing system" means an
electronic system for creating, generating, sending,
receiving, storing, displaying or processing information;

(xii) "Person" means an individual, corporation,
business trust, estate, trust, partnership, limited
liability company, association, joint venture, governmental
agency, public corporation or any other legal or commercial
entity;

(xiii) "Record" means information that is
inscribed on a tangible medium or that is stored in an
electronic or other medium and is retrievable in
perceivable form;

(xiv) "Security procedure" means a procedure
employed for the purpose of verifying that an electronic
signature, record or performance is that of a specific
person or for detecting changes or errors in the
information in an electronic record. The term includes a
procedure that requires the use of algorithms or other
codes, identifying words or numbers, encryption, or
callback or other acknowledgment procedures;

(xv) "State" means a state of the United States,
the District of Columbia, Puerto Rico, the United States

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Virgin Islands or any territory or insular possession
subject to the jurisdiction of the United States. The term
includes an Indian tribe or band, or Alaskan native
village, which is recognized by federal law or formally
acknowledged by a state;

(xvi) "Transaction" means an action or set of
actions occurring between two (2) or more persons relating
to the conduct of business, commercial or governmental
affairs;

(xvii) "This act" means W.S. 40-21-101 through
40-21-119.

40-21-103. Scope.

(a) Except as otherwise provided in subsection (b) of
this section, this act applies to electronic records and
electronic signatures relating to a transaction.

(b) This act does not apply to a transaction to the
extent it is governed by:

(i) A law governing the creation and execution
of wills, codicils or testamentary trusts;

(ii) The Uniform Commercial Code other than W.S.
34.1-1-107 and 34.1-1-206, article 2 and article 2A; and

(iii) The Uniform Computer Information
Transactions Act.

(c) This act applies to an electronic record or
electronic signature otherwise excluded from the
application of this act under subsection (b) of this

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section to the extent it is governed by a law other than
those specified in subsection (b) of this section.

(d) A transaction subject to this act is also subject
to other applicable substantive law.

40-21-104. Application.

This act applies to any electronic record or electronic
signature created, generated, sent, communicated, received
or stored on or after July 1, 2001.

40-21-105. Use of electronic records and electronic
signatures, variation by agreement.

(a) This act does not require a record or signature
to be created, generated, sent, communicated, received,
stored or otherwise processed or used by electronic means
or in electronic form.

(b) This act applies only to transactions between
parties each of which has agreed to conduct transactions by
electronic means. Whether the parties agree to conduct a
transaction by electronic means is determined from the
context and surrounding circumstances, including the
parties' conduct.

(c) A party that agrees to conduct a transaction by
electronic means may refuse to conduct other transactions
by electronic means. The right granted by this subsection
may not be waived by agreement.

(d) Except as otherwise provided in this act, the
effect of any of its provisions may be varied by agreement.
The presence in certain provisions of this act of the words
"unless otherwise agreed", or words of similar import, does

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not imply that the effect of other provisions may not be
varied by agreement.

(e) Whether an electronic record or electronic
signature has legal consequences is determined by this act
and other applicable law.

40-21-106. Construction and application.

(a) This act must be construed and applied:

(i) To facilitate electronic transactions
consistent with other applicable law;

(ii) To be consistent with reasonable practices
concerning electronic transactions and with the continued
expansion of those practices; and

(iii) To effectuate its general purpose to make
uniform the law with respect to the subject of this act
among states enacting it.

40-21-107. Legal recognition of electronic records,
electronic signatures and electronic contracts.

(a) A record or signature may not be denied legal
effect or enforceability solely because it is in electronic
form.

(b) A contract may not be denied legal effect or
enforceability solely because an electronic record was used
in its formation.

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(d) If a law requires a signature, an electronic
signature satisfies the law.

40-21-108. Provisions of information in writing;
presentation of records.

(a) If parties have agreed to conduct a transaction
by electronic means and a law requires a person to provide,
send, or deliver information in writing to another person,
the requirement is satisfied if the information is
provided, sent or delivered, as the case may be, in an
electronic record capable of retention by the recipient at
the time of receipt. An electronic record is not capable of
retention by the recipient if the sender or its information
processing system inhibits the ability of the recipient to
print or store the electronic record.

(b) If a law other than this act requires a record to
be posted or displayed in a certain manner, to be sent,
communicated or transmitted by a specified method or to
contain information that is formatted in a certain manner,
the following rules apply:

(i) The record must be posted or displayed in
the manner specified in the other law;

(ii) Except as otherwise provided in paragraph
(d)(ii) of this section, the record must be sent,
communicated or transmitted by the method specified in the
other law;

(iii) The record must contain the information
formatted in the manner specified in the other law.

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(c) If a sender inhibits the ability of a recipient
to store or print an electronic record, the electronic
record is not enforceable against the recipient.

(d) The requirements of this section may not be
varied by agreement, but:

(i) To the extent a law other than this act
requires information to be provided, sent or delivered in
writing but permits that requirement to be varied by
agreement, the requirement under subsection (a) of this
section that the information be in the form of an
electronic record capable of retention may also be varied
by agreement; and

(ii) A requirement under a law other than this
act to send, communicate or transmit a record by first-
class mail, postage prepaid or regular United States mail,
may be varied by agreement to the extent permitted by the
other law.

40-21-109. Attribution and effect of electronic
record and electronic signature.

(a) An electronic record or electronic signature is
attributable to a person if it was the act of the person.
The act of the person may be shown in any manner, including
a showing of the efficacy of any security procedure applied
to determine the person to which the electronic record or
electronic signature was attributable.

(b) The effect of an electronic record or electronic
signature attributed to a person under subsection (a) of
this section is determined from the context and surrounding
circumstances at the time of its creation, execution or

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adoption, including the parties' agreement, if any, and
otherwise as provided by law.

40-21-110. Effect of change or error.

(a) If a change or error in an electronic record
occurs in a transmission between parties to a transaction,
the following rules apply:

(i) If the parties have agreed to use a security
procedure to detect changes or errors and one (1) party has
conformed to the procedure, but the other party has not,
and the nonconforming party would have detected the change
or error had that party also conformed, the conforming
party may avoid the effect of the changed or erroneous
electronic record;

(ii) In an automated transaction involving an
individual, the individual may avoid the effect of an
electronic record that resulted from an error made by the
individual in dealing with the electronic agent of another
person if the electronic agent did not provide an
opportunity for the prevention or correction of the error
and, at the time the individual learns of the error, the
individual:

(A) Promptly notifies the other person of
the error and that the individual did not intend to be
bound by the electronic record received by the other
person;

(B) Takes reasonable steps, including steps
that conform to the other person's reasonable instructions,
to return to the other person or, if instructed by the
other person, to destroy the consideration received, if
any, as a result of the erroneous electronic record; and

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(iii) If neither paragraph (i) nor (ii) of this
subsection applies, the change or error has the effect
provided by other law, including the law of mistake, and
the parties' contract, if any;

(iv) Paragraphs (ii) and (iii) of this
subsection may not be varied by agreement.

40-21-111. Notarization and acknowledgment.

If a law requires a signature or record to be notarized,
acknowledged, verified or made under oath, the requirement
is satisfied if the electronic signature of the person
authorized to perform those acts, together with all other
information required to be included by other applicable
law, is attached to or logically associated with the
signature or record.

40-21-112. Retention to electronic records,
originals.

(a) If a law requires that a record be retained, the
requirement is satisfied by retaining an electronic record
of the information in the record which:

(i) Accurately reflects the information set
forth in the record after it was first generated in its
final form as an electronic record or otherwise; and

(ii) Remains accessible for later reference.

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(b) A requirement to retain a record in accordance
with subsection (a) of this section does not apply to any
information the sole purpose of which is to enable the
record to be sent, communicated or received.

(c) A person may satisfy subsection (a) of this
section by using the services of another person if the
requirements of that subsection are satisfied.

(d) If a law requires a record to be presented or
retained in its original form, or provides consequences if
the record is not presented or retained in its original
form, that law is satisfied by an electronic record
retained in accordance with subsection (a) of this section.

(e) If a law requires retention of a check, that
requirement is satisfied by retention of an electronic
record of the information on the front and back of the
check in accordance with subsection (a) of this section.

(f) A record retained as an electronic record in
accordance with subsection (a) of this section satisfies a
law requiring a person to retain a record for evidentiary,
audit or like purposes, unless a law enacted after the
effective date of this act specifically prohibits the use
of an electronic record for the specified purpose.

(g) This section does not preclude a governmental
agency of this state from specifying additional
requirements for the retention of a record subject to the
agency's jurisdiction.

40-21-113. Admissibility in evidence.

In a proceeding, evidence of a record or signature may not
be excluded solely because it is in electronic form.

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40-21-114. Automated transaction.

(a) In an automated transaction, the following rules
apply:

(i) A contract may be formed by the interaction
of electronic agents of the parties, even if no individual
was aware of or reviewed the electronic agents' actions or
the resulting terms and agreements;

(ii) A contract may be formed by the interaction
of an electronic agent and an individual, acting on the
individual's own behalf or for another person, including by
an interaction in which the individual performs actions
that the individual is free to refuse to perform and which
the individual knows or has reason to know will cause the
electronic agent to complete the transaction or
performance;

(iii) The terms of the contract are determined
by the substantive law applicable to it.

40-21-115. Time and place of sending and receipt.

(a) Unless otherwise agreed between the sender and
the recipient, an electronic record is sent when it:

(i) Is addressed properly or otherwise directed
properly to an information processing system that the
recipient has designated or uses for the purpose of
receiving electronic records or information of the type
sent and from which the recipient is able to retrieve the
electronic record;

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(ii) Is in a form capable of being processed by
that system; and

(iii) Enters an information processing system
outside the control of the sender or of a person that sent
the electronic record on behalf of the sender or enters a
region of the information processing system designated or
used by the recipient which is under the control of the
recipient.

(b) Unless otherwise agreed between a sender and the
recipient, an electronic record is received when:

(i) It enters an information processing system
that the recipient has designated or uses for the purpose
of receiving electronic records or information of the type
sent and from which the recipient is able to retrieve the
electronic record; and

(ii) It is in a form capable of being processed
by that system.

(c) Subsection (b) of this section applies even if
the place the information processing system is located is
different from the place the electronic record is deemed to
be received under subsection (d) of this section.

(d) Unless otherwise expressly provided in the
electronic record or agreed between the sender and the
recipient, an electronic record is deemed to be sent from
the sender's place of business and to be received at the
recipient's place of business. For purposes of this
subsection, the following rules apply:

(i) If the sender or recipient has more than one
(1) place of business, the place of business of that person

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is the place having the closest relationship to the
underlying transaction;

(ii) If the sender or the recipient does not
have a place of business, the place of business is the
sender's or recipient's residence, as the case may be.

(e) An electronic record is received under subsection
(b) of this section even if no individual is aware of its
receipt.

(f) Receipt of an electronic acknowledgment from an
information processing system described in subsection (b)
of this section establishes that a record was received but,
by itself, does not establish that the content sent
corresponds to the content received.

(g) If a person is aware that an electronic record
purportedly sent under subsection (a) of this section, or
purportedly received under subsection (b) of this section,
was not actually sent or received, the legal effect of the
sending or receipt is determined by other applicable law.
Except to the extent permitted by the other law, the
requirements of this subsection may not be varied by
agreement.

40-21-116. Transferable records.

(a) In this section, "transferable record" means an
electronic record that:

(i) Would be a note under article 3 of the
Uniform Commercial Code or a document under article 7 of
the Uniform Commercial Code if the electronic record were
in writing; and

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(ii) The issuer of the electronic record
expressly has agreed is a transferable record.

(b) A person has control of a transferable record if
a system employed for evidencing the transfer of interests
in the transferable record reliably establishes that person
as the person to which the transferable record was issued
or transferred.

(c) A system satisfies subsection (b) of this
section, and a person is deemed to have control of a
transferable record, if the transferable record is created,
stored and assigned in such a manner that:

(i) A single authoritative copy of the
transferable record exists which is unique, identifiable
and, except as otherwise provided in paragraphs (iv), (v)
and (vi) of this subsection, unalterable;

(ii) The authoritative copy identifies the
person asserting control as:

(A) The person to which the transferable
record was issued; or

(B) If the authoritative copy indicates
that the transferable record has been transferred, the
person to which the transferable record was most recently
transferred.

(iii) The authoritative copy is communicated to
and maintained by the person asserting control or its
designated custodian;

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(iv) Copies or revisions that add or change an
identified assignee of the authoritative copy can be made
only with the consent of the person asserting control;

(v) Each copy of the authoritative copy and any
copy of a copy is readily identifiable as a copy that is
not the authoritative copy; and

(vi) Any revision of the authoritative copy is
readily identifiable as authorized or unauthorized.

(d) Except as otherwise agreed, a person having
control of a transferable record is the holder, as defined
in W.S. 34.1-1-201(a)(xx), of the transferable record and
has the same rights and defenses as a holder of an
equivalent record or writing under the Uniform Commercial
Code, including, if the applicable statutory requirements
under W.S. 34.1-3-302(a), 34.1-7-501 or 34.1-9-308 of the
Uniform Commercial Code are satisfied, the rights and
defenses of a holder in due course, a holder to which a
negotiable document of title has been duly negotiated, or a
purchaser, respectively. Delivery, possession and
indorsement are not required to obtain or exercise any of
the rights under this subsection.

(e) Except as otherwise agreed, an obligor under a
transferable record has the same rights and defenses as an
equivalent obligor under equivalent records or writings
under the Uniform Commercial Code.

(f) If requested by a person against which
enforcement is sought, the person seeking to enforce the
transferable record shall provide reasonable proof that the
person is in control of the transferable record. Proof may
include access to the authoritative copy of the
transferable record and related business records sufficient

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to review the terms of the transferable record and to
establish the identity of the person having control of the
transferable record.

40-21-117. Creation and retention of electronic
records and conversion of written records by government
agencies.

Each governmental agency shall determine whether, and the
extent to which, a governmental agency will create and
retain electronic records and convert written records to
electronic records.

40-21-118. Acceptance and distribution of electronic
records by governmental agencies.

(a) Except as otherwise provided in W.S.
40-21-112(f), each governmental agency of this state shall
determine whether, and the extent to which, governmental
agency will send and accept electronic records and
electronic signatures to and from other persons and
otherwise create, generate, communicate, store, process,
use and rely upon electronic records and electronic
signatures.

(b) To the extent that a governmental agency uses
electronic records and electronic signatures under
subsection (a) of this section, the Wyoming on-line
government commission shall promulgate rules in accordance
with the Wyoming Administrative Procedure Act to specify
for state agencies:

(i) The manner and format in which the
electronic records must be created, generated, sent,
communicated, received and stored and the systems
established for those purposes;

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(ii) If electronic records must be signed by
electronic means, the type of electronic signature
required, the manner and format in which the electronic
signature must be affixed to the electronic record and the
identity of, or criteria that must be met by, any third
party used by a person filing a document to facilitate the
process;

(iii) Control processes and procedures as
appropriate to ensure adequate preservation, disposition,
integrity, security, confidentiality and auditability of
electronic records; and

(iv) Any other required attributes for
electronic records which are specified for corresponding
nonelectronic records or reasonably necessary under the
circumstances.

(c) Except as otherwise provided in W.S.
40-21-112(f), this act does not require a governmental
agency of this state to use or permit the use of electronic
records or electronic signatures.

40-21-119. Interoperability.

The Wyoming on-line government commission which adopts
standards pursuant to W.S. 40-21-118 may encourage and
promote consistency and interoperability with similar
requirements adopted by other governmental agencies of this
and other states and the federal government and
nongovernmental persons interacting with governmental
agencies of this state. If appropriate, those standards may
specify differing levels of standards from which
governmental agencies of this state may choose in
implementing the most appropriate standard for a particular

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application.

Section 2. W.S. 9-2-2501(b), (c)(intro) and (e) is
amended to read:

9-2-2501. Wyoming on-line government commission;
duties; electronic transaction of business.

(b) The commission may provide for any state agency
business to be conducted electronically in accordance with
rules adopted under this section and in conformity with the
provisions of the Uniform Electronic Transactions Act in
title 40, chapter 21. No state agency shall be required by
the commission to conduct business electronically. Any
state agency desiring to conduct business electronically
shall adopt the procedures contained in rules of the
commission.

(c) The commission may enact rules it deems necessary
to implement this section subject to the provisions of the
Uniform Electronic Transactions Act in title 40 of chapter
21. The rules shall at a minimum:

(e) Notwithstanding any other provision of law
requiring a manual or facsimile signature on information
filed with a state agency ~~or requiring notarization of a~~
~~signature,~~ any information filed electronically which meets
the requirements of the rules adopted pursuant to this
section shall be considered to be lawfully filed with the
state agency for all legal purposes if that agency has
authorized the electronic filing.

Section 3.

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(a) The joint judiciary interim committee is directed
to study which areas of present Wyoming state law are
impacted by the Uniform Electronic Transactions Act.

(b) The committee shall report its findings and make
appropriate recommendations for statutory changes for the
2002 legislative session.

Section 4. This act is effective July 1, 2001.

(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

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