reglab/housing_qa huggingface dataset:
SD Codified L § 47-21-6 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 21 - Rural Electric Cooperatives|Section 47-21-6 - Incorporators--Requisites and qualifications.

47-21-6. Incorporators--Requisites and qualifications.Five or more natural persons, or two or more cooperatives, may organize a cooperative in the manner hereinafter provided. Source: SL 1947, ch 33, §6; SDC Supp 1960, §11.2206.
SD Codified L § 47-21-7 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 21 - Rural Electric Cooperatives|Section 47-21-7 - Articles of incorporation--Unnecessary recitals--Signing of articles.

47-21-7. Articles of incorporation--Unnecessary recitals--Signing of articles.Articles of incorporation of a cooperative shall recite that they are executed pursuant to this chapter and shall state:(1)The name of the cooperative;(2)The address of its principal office;(3)The names and addresses of the incorporators; and(4)The names and addresses of its directors;and may contain any provisions not inconsistent with this chapter deemed necessary or advisable for the conduct of its business.It shall not be necessary to recite in the articles of incorporation of a cooperative the purpose for which it is organized or any of its corporate powers.Such articles shall be signed by each incorporator and acknowledged by at least two of the incorporators, or on their behalf, if they are cooperatives. Source: SL 1947, ch 33, §7; SDC Supp 1960, §11.2207.
SD Codified L § 47-21-8 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 21 - Rural Electric Cooperatives|Section 47-21-8 - Amendment of articles--Procedure--Two-thirds vote required.

47-21-8. Amendment of articles--Procedure--Two-thirds vote required.A cooperative may amend its articles of incorporation by complying with the requirements of this section and §47-21-9, provided, however, that a change of location of principal office may be effected in the manner set forth in §47-21-76. The proposed amendment shall be presented to a meeting of the members, the notice of which shall set forth or have attached thereto the proposed amendment. If the proposed amendment, with any changes, is approved by the affirmative vote of not less than two-thirds of those members voting thereon at such meeting, articles of amendment shall be executed and acknowledged on behalf of the cooperative by its president or vice-president and its seal shall be affixed thereto and attested by its secretary. Source: SL 1947, ch 33, §15; SDC Supp 1960, §11.2215.
SD Codified L § 47-21-9 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 21 - Rural Electric Cooperatives|Section 47-21-9 - Required recitals in amendment--Affidavit of compliance.

47-21-9. Required recitals in amendment--Affidavit of compliance.The articles of amendment required by §47-21-8 shall recite that they are executed pursuant to this chapter and shall state:(1)The name of the cooperative;(2)The address of its principal office; and(3)The amendment to its articles of incorporation.The president or vice-president executing such articles of amendment shall make and annex thereto an affidavit stating that the provisions of §47-21-8 in respect of the amendment set forth in such articles were duly complied with. Source: SL 1947, ch 33, §15; SDC Supp 1960, §11.2215.
SD Codified L § 47-21-10 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 21 - Rural Electric Cooperatives|Section 47-21-10 - Board of directors--Bylaws--Meetings by teleconference.

47-21-10. Board of directors--Bylaws--Meetings by teleconference.The business of a cooperative shall be managed by a board of not less than five directors, each of whom shall be a member of the cooperative or of another cooperative or corporation, which is a member thereof. If the member is an entity other than a natural person, the cooperative may provide in its bylaws for the election of a representative of the entity to qualify as a director. The bylaws shall prescribe the number of directors, their qualifications, other than those prescribed in this chapter, the manner of holding meetings of the board of directors and of electing successors to directors who shall resign, die, or otherwise be incapable of acting. The bylaws may also provide for the removal of directors from office and for the election of their successors.Unless restricted by the articles of incorporation or bylaws, members of the board of directors or any committee designated by the board of directors may participate in a meeting of such board or committee by means of teleconference or similar communications equipment which allows all persons participating in the meeting to hear each other at the same time. Participation by a board or committee member in a teleconference constitutes presence in person at a meeting. Source: SL 1947, ch 33, §12; SDC Supp 1960, §11.2212 (1); SL 1997, ch 257, §2; SL 2001, ch 246, §1.
SD Codified L § 47-21-11 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 21 - Rural Electric Cooperatives|Section 47-21-11 - Compensation of directors.

47-21-11. Compensation of directors.Unless the bylaws of a cooperative provide otherwise, only the members may establish compensation or other benefits for a director, not available generally to officers and employees, for services as director. Source: SL 1947, ch 33, §12; SDC Supp 1960, §11.2212 (1); SL 1985, ch 370; SL 1990, ch 368.
SD Codified L § 47-21-12 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 21 - Rural Electric Cooperatives|Section 47-21-12 - First directors--Term of office.

47-21-12. First directors--Term of office.The directors of a cooperative named in any articles of incorporation, consolidation, merger, or conversion, shall hold office for their terms and until their successors are elected and qualify. Source: SL 1947, ch 33, §12; SDC Supp 1960, §11.2212 (2).
SD Codified L § 47-21-13 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 21 - Rural Electric Cooperatives|Section 47-21-13 - Election of directors--Maximum term of office.

47-21-13. Election of directors--Maximum term of office.Directors shall be elected at the annual meeting of the cooperative unless the bylaws of the cooperative provide for the election of directors by district. In case of a failure to hold the annual meeting, as specified in the bylaws, directors shall be elected at a special meeting called for that purpose. Directors shall hold office for such term as the bylaws prescribe, which term may not exceed three years, or until their successors are elected, are qualified and have entered upon the discharge of their duties. Source: SL 1947, ch 33, §12; SDC Supp 1960, §11.2212 (2); SL 1993, ch 338.
SD Codified L § 47-21-14 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 21 - Rural Electric Cooperatives|Section 47-21-14 - Quorum of directors.

47-21-14. Quorum of directors.A majority of the board of directors of a cooperative shall constitute a quorum. Source: SL 1947, ch 33, §12; SDC Supp 1960, §11.2212 (3).
SD Codified L § 47-21-15 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 21 - Rural Electric Cooperatives|Section 47-21-15 - Husband and wife as directors.

47-21-15. Husband and wife as directors.If a husband and wife hold a joint membership in a cooperative, either one, but not both, may be elected a director. Source: SL 1947, ch 33, §12; SDC Supp 1960, §11.2212 (4).
SD Codified L § 47-21-16 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 21 - Rural Electric Cooperatives|Section 47-21-16 - Powers of board of directors.

47-21-16. Powers of board of directors.The board of directors may exercise all of the powers of a cooperative not conferred upon the members by this chapter or its articles of incorporation or bylaws. Source: SL 1947, ch 33, §12; SDC Supp 1960, §11.2212 (5).
SD Codified L § 47-21-17 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 21 - Rural Electric Cooperatives|Section 47-21-17 - Directors not disqualified from acknowledging instruments.

47-21-17. Directors not disqualified from acknowledging instruments.No person who is authorized to take acknowledgments under the laws of this state shall be disqualified from taking acknowledgments of instruments executed in favor of a cooperative or to which it is a party, by reason of being an officer, director, employee, or member of such cooperative. Source: SL 1947, ch 33, §30; SDC Supp 1960, §11.2230.
SD Codified L § 47-21-18 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 21 - Rural Electric Cooperatives|Section 47-21-18 - Adoption of first bylaws by directors--Subsequent bylaws adopted by members.

47-21-18. Adoption of first bylaws by directors--Subsequent bylaws adopted by members.The board of directors shall adopt the first bylaws of a cooperative to be adopted following an incorporation, conversion, merger, or consolidation. Thereafter the members shall adopt, amend, or repeal the bylaws by the affirmative vote of a majority of those members voting thereon at a meeting of the members. Source: SL 1947, ch 33, §8; SDC Supp 1960, §11.2208.
SD Codified L § 47-21-19 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 21 - Rural Electric Cooperatives|Section 47-21-19 - Provisions of bylaws.

47-21-19. Provisions of bylaws.The bylaws of a cooperative shall set forth the rights and duties of members and directors and may contain other provisions for the regulation and management of the affairs of the cooperative not inconsistent with this chapter or with its articles of incorporation. The bylaws of a cooperative may contain any provisions for the regulation and maintenance of the affairs of the cooperative not inconsistent with law or the articles of incorporation. Source: SL 1947, ch 33, §8; SDC Supp 1960, §11.2208; SL 2000, ch 220, §4.
SD Codified L § 47-21-20 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 21 - Rural Electric Cooperatives|Section 47-21-20 - Bylaw provision dividing area served into districts--Election of directors by districts--District meetings--Proxy voting prohibited.

47-21-20. Bylaw provision dividing area served into districts--Election of directors by districts--District meetings--Proxy voting prohibited.The bylaws may provide for the division of the territory served or to be served by a cooperative into two or more districts for any purpose, including, without limitation, the nomination and election of directors and the election and functioning of district delegates. In such case the bylaws shall prescribe the boundaries of the district, or the manner of establishing such boundaries, and the manner of changing such boundaries, and the manner in which such districts shall function. No member at any district meeting and no district delegate at any meeting shall vote by proxy or by mail. The bylaws may provide that directors may be elected at district director election meetings held for said purpose. Source: SL 1947, ch 33, §13; SDC Supp 1960, §11.2213; SL 2000, ch 220, §6.
SD Codified L § 47-21-21 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 21 - Rural Electric Cooperatives|Section 47-21-21 - Officers--Election and qualifications--Removal of officers.

47-21-21. Officers--Election and qualifications--Removal of officers.The officers of a cooperative shall consist of a president, vice-president, secretary, and treasurer, who shall be elected annually by and from the board of directors. When a person holding any such offices ceases to be a director he shall cease to hold such office. The offices of secretary and of treasurer may be held by the same person. The board of directors may also elect or appoint such other officers, agents, or employees as it deems necessary or advisable and shall prescribe their powers and duties. Any officer may be removed from office and his successor elected in the manner prescribed in the bylaws. Source: SL 1947, ch 33, §14; SDC Supp 1960, §11.2214.
SD Codified L § 47-21-21.2 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 21 - Rural Electric Cooperatives|Section 47-21-21.2 - Indemnification of directors, officers, agents, and employees against liability under certain circumstances.

47-21-21.2. Indemnification of directors, officers, agents, and employees against liability under certain circumstances.Except as otherwise provided in §47-21-21.3, a cooperative may indemnify a director, officer, agent, or employee who is a party to a proceeding by reason of being a director, officer, agent, or employee against liability incurred in the proceeding if the director, officer, agent, or employee:(1)Acted in good faith; and(2)Reasonably believed:(a)In the case of conduct in an official capacity, that the conduct was in the best interests of the cooperative; and(b)In all other cases, that the conduct was at least not opposed to the best interests of the cooperative; and(3)In the case of any criminal proceeding, had no reasonable cause to believe the conduct was unlawful.A cooperative may also, except as provided in §47-21-21.3, indemnify a director, officer, agent, or employee who is a party to a proceeding against liability incurred in the proceeding if the director, officer, agent, or employee engaged in conduct for which broader indemnification has been made permissible or obligatory under a provision of the articles of incorporation.The conduct of a director, officer, agent, or employee with respect to an employee benefit plan for a purpose the director, officer, agent, or employee reasonably believed to be in the interests of the participants in, and the beneficiaries of, the plan is conduct that satisfies the requirement of subsection (2)(b) of this section.The termination of a proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, is not, of itself, determinative that the director, officer, agent, or employee did not meet the relevant standard of conduct described in this section. Source: SL 2007, ch 260, §1; SL 2009, ch 232, §1.
SD Codified L § 47-21-21.3 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 21 - Rural Electric Cooperatives|Section 47-21-21.3 - Circumstances under which directors, officers, agents, and employees may not be indemnified.

47-21-21.3. Circumstances under which directors, officers, agents, and employees may not be indemnified.Unless otherwise ordered by a court, a cooperative may not indemnify a director, officer, agent, or employee:(1)In connection with a proceeding by or in the right of the cooperative, except for reasonable expenses incurred in connection with the proceeding if it is determined that the director, officer, agent, or employee has met the relevant standard of conduct pursuant to §47-21-21.2; or(2)In connection with any proceeding with respect to conduct for which the director, officer, agent, or employee was adjudged liable on the basis that the director, officer, agent, or employee received a financial benefit to which the director, officer, agent, or employee was not entitled, whether or not involving action in the official capacity of the director, officer, agent, or employee. Source: SL 2007, ch 260, §2; SL 2009, ch 232, §2.
SD Codified L § 47-21-21.4 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 21 - Rural Electric Cooperatives|Section 47-21-21.4 - Indemnification of successful director, officer, agent, or employee for expenses incurred in proceeding.

47-21-21.4. Indemnification of successful director, officer, agent, or employee for expenses incurred in proceeding.A cooperative shall indemnify a director, officer, agent, or employee who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director, officer, agent, or employee was a party by reason of being a director, officer, agent, or employee of the cooperative, against reasonable expenses incurred in connection with the proceeding. Source: SL 2007, ch 260, §3; SL 2009, ch 232, §3.
SD Codified L § 47-21-22 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 21 - Rural Electric Cooperatives|Section 47-21-22 - Conversion of corporation into cooperative.

47-21-22. Conversion of corporation into cooperative.Any corporation organized under the laws of this state and supplying or having the corporate power to supply electric energy may be converted into a cooperative by complying with the requirements of §§47-21-23 and 47-21-24 and shall thereupon become subject to this chapter with the same effect as if originally organized under this chapter. Source: SL 1947, ch 33, §20; SDC Supp 1960, §11.2220.
SD Codified L § 47-21-23 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 21 - Rural Electric Cooperatives|Section 47-21-23 - Submission of conversion proposition to stockholders--Notice of meeting.

47-21-23. Submission of conversion proposition to stockholders--Notice of meeting.The proposition for the conversion of the corporation described in §47-21-22 into a cooperative and proposed articles of conversion to give effect thereto shall be submitted to a meeting of the members or stockholders of such corporation, or in case of a corporation having no members or stockholders, to a meeting of the incorporators of such corporation, the notice of which shall have attached thereto a copy of the proposed articles of conversion. Source: SL 1947, ch 33, §20; SDC Supp 1960, §11.2220 (1).
SD Codified L § 47-21-24 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 21 - Rural Electric Cooperatives|Section 47-21-24 - Two-thirds vote required for approval--Articles of conversion--Contents of articles--Affidavit of compliance.

47-21-24. Two-thirds vote required for approval--Articles of conversion--Contents of articles--Affidavit of compliance.If the proposition for the conversion of the corporation described in §47-21-22 into a cooperative and the proposed articles of conversion, with any amendments, are approved by the affirmative vote of not less than two-thirds of those members of such corporation voting thereon at such meeting, or, if such corporation is a stock corporation, by the affirmative vote of the holders of not less than two-thirds of those shares of the capital stock of such corporation represented at such meeting and voting thereon, or in the case of a corporation having no members and no shares of its capital stock outstanding, by the affirmative vote of not less than two-thirds of its incorporators, articles of conversion in the form approved shall be executed and acknowledged on behalf of such corporation by its president or vice-president and its seal shall be affixed thereto and attested by its secretary. The articles of conversion shall recite that they are executed pursuant to this chapter and shall state:(1)The name of the corporation and the address of its principal office prior to its conversion into a cooperative;(2)The statute or statutes under which it was organized;(3)A statement that such corporation elects to become a cooperative, nonprofit membership corporation subject to this chapter;(4)Its name as a cooperative;(5)The address of the principal office of the cooperative;(6)The names and addresses of the directors of the cooperative; and(7)The manner in which members, stockholders or incorporators of such corporation may or shall become members of the cooperative;and may contain any provisions not inconsistent with this chapter deemed necessary or advisable for the conduct of the business of the cooperative. The president or vice-president executing such articles of conversion shall make and annex thereto an affidavit stating that the provisions of this section and §47-21-23 were duly complied with in respect of such articles. The articles of conversion shall be deemed to be the articles of incorporation of the cooperative. Source: SL 1947, ch 33, §20; SDC Supp 1960, §11.2220 (2).
SD Codified L § 47-21-25 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 21 - Rural Electric Cooperatives|Section 47-21-25 - Consolidating cooperatives.

47-21-25. Consolidating cooperatives.Any two or more cooperatives (each of which is hereinafter designated a "consolidating cooperative"), may consolidate into a new cooperative (hereinafter designated the "new cooperative") by complying with the requirements of §§47-21-26 and 47-21-27. Source: SL 1947, ch 33, §17; SDC Supp 1960, §11.2217.
SD Codified L § 47-21-26 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 21 - Rural Electric Cooperatives|Section 47-21-26 - Submission of consolidation proposition to members--Notice of meeting.

47-21-26. Submission of consolidation proposition to members--Notice of meeting.The proposition for the consolidation of the consolidating cooperatives into the new cooperative and proposed articles of consolidation to give effect thereto shall be submitted to a meeting of the members of each consolidating cooperative, the notice of which shall have attached thereto a copy of the proposed articles of consolidation. Source: SL 1947, ch 33, §17; SDC Supp 1960, §11.2217 (1).
SD Codified L § 47-21-27 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 21 - Rural Electric Cooperatives|Section 47-21-27 - Majority vote required for approval--Articles of consolidation--Contents of articles--Affidavit of compliance.

47-21-27. Majority vote required for approval--Articles of consolidation--Contents of articles--Affidavit of compliance.If the proposed consolidation and the proposed articles of consolidation, with any amendments, are approved by the affirmative vote of a majority of those members of each consolidating cooperative voting thereon at each such meeting, articles of consolidation in the form approved shall be executed and acknowledged on behalf of each consolidating cooperative by its president or vice-president and its seal shall be affixed thereto and attested by its secretary. The articles of consolidation shall recite that they are executed pursuant to this chapter and shall state:(1)The name of each consolidating cooperative and the address of its principal office;(2)The name of the new cooperative and the address of its principal office;(3)A statement that each consolidating cooperative agrees to the consolidation;(4)The names and addresses of the directors of the new cooperative; and(5)The terms and conditions of the consolidation and the mode of carrying the same into effect, including the manner in which members of the consolidating cooperatives may or shall become members of the new cooperative;and may contain any provisions not inconsistent with this chapter deemed necessary or advisable for the conduct of the business of the new cooperative. The president or vice-president of each consolidating cooperative executing such articles of consolidation shall make and annex thereto an affidavit stating that the provisions of this section and §47-21-26 in respect of such articles were duly complied with by such cooperative. Source: SL 1947, ch 33, §17; SDC Supp 1960, §11.2217 (2); SL 1994, ch 350, §1.
SD Codified L § 47-21-28 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 21 - Rural Electric Cooperatives|Section 47-21-28 - Merging cooperatives.

47-21-28. Merging cooperatives.Any one or more cooperatives (each of which is hereinafter designated a "merging cooperative") may merge into another cooperative (hereinafter designated the "surviving cooperative"), by complying with the requirements of §§47-21-29 and 47-21-30. Source: SL 1947, ch 33, §18; SDC Supp 1960, §11.2218.