reglab/housing_qa huggingface dataset:
SD Codified L § 47-1A-722.5 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-722.5 - Acceptance of proxy's vote or other action--Limitations.

47-1A-722.5. Acceptance of proxy's vote or other action--Limitations.Subject to §§47-1A-724 and 47-1A-724.1 and to any express limitation on the proxy's authority stated in the appointment form or electronic transmission, a corporation is entitled to accept the proxy's vote or other action as that of the shareholder making the appointment. Source: SL 2005, ch 239, §104.
SD Codified L § 47-1A-723 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-723 - Shares held by nominees.

47-1A-723. Shares held by nominees.A corporation may establish a procedure by which the beneficial owner of shares that are registered in the name of a nominee is recognized by the corporation as the shareholder. The extent of this recognition may be determined in the procedure. The procedure may set forth:(1)The types of nominees to which it applies;(2)The rights or privileges that the corporation recognizes in a beneficial owner;(3)The manner in which the procedure is selected by the nominee;(4)The information that must be provided when the procedure is selected;(5)The period for which selection of the procedure is effective; and(6)Other aspects of the rights and duties created. Source: SL 2005, ch 239, §105.
SD Codified L § 47-1A-724 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-724 - Corporation's acceptance of votes.

47-1A-724. Corporation's acceptance of votes.If the name signed on a vote, consent, waiver, or proxy appointment corresponds to the name of a shareholder, the corporation if acting in good faith is entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the shareholder. If the name signed on a vote, consent, waiver, or proxy appointment does not correspond to the name of its shareholder, the corporation if acting in good faith is nevertheless entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the shareholder if:(1)The shareholder is an entity and the name signed purports to be that of an officer or agent of the entity;(2)The name signed purports to be that of a personal representative, guardian, or conservator representing the shareholder and, if the corporation requests, evidence of fiduciary status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment;(3)The name signed purports to be that of a receiver or trustee in bankruptcy of the shareholder and, if the corporation requests, evidence of this status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment;(4)The name signed purports to be that of a pledgee, beneficial owner, or attorney-in-fact of the shareholder and, if the corporation requests, evidence acceptable to the corporation of the signatory's authority to sign for the shareholder has been presented with respect to the vote, consent, waiver, or proxy appointment;(5)Two or more persons are the shareholder as co-tenants or fiduciaries and the name signed purports to be the name of at least one of the co-owners and the person signing appears to be acting on behalf of all the co-owners. Source: SL 2005, ch 239, §106.
SD Codified L § 47-1A-724.1 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-724.1 - Corporation's rejection of votes--Liability for acceptance or rejection--Validity of corporate action.

47-1A-724.1. Corporation's rejection of votes--Liability for acceptance or rejection--Validity of corporate action.The corporation is entitled to reject a vote, consent, waiver, or proxy appointment if the secretary or other officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory's authority to sign for the shareholder. The corporation and its officer or agent who accepts or rejects a vote, consent, waiver, or proxy appointment in good faith and in accordance with the standards of this section or §47-1A-722 are not liable in damages to the shareholder for the consequences of the acceptance or rejection. Corporate action based on the acceptance or rejection of a vote, consent, waiver, or proxy appointment under this section is valid unless a court of competent jurisdiction determines otherwise. Source: SL 2005, ch 239, §107.
SD Codified L § 47-1A-725 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-725 - Quorum and voting requirements for voting groups.

47-1A-725. Quorum and voting requirements for voting groups.Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. Unless the articles of incorporation or this chapter provide otherwise, a majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum of that voting group for action on that matter. Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting. If a quorum exists, action on a matter, other than the election of directors, by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the articles of incorporation or this chapter require a greater number of affirmative votes. An amendment of articles of incorporation adding, changing, or deleting a quorum or voting requirement for a voting group greater than specified in this section is governed by §47-1A-727. Source: SL 2005, ch 239, §108.
SD Codified L § 47-1A-726 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-726 - Action by single and multiple voting groups.

47-1A-726. Action by single and multiple voting groups.If the articles of incorporation or this chapter provide for voting by a single voting group on a matter, action on that matter is taken when voted upon by that voting group as provided in §47-1A-725. If the articles of incorporation or this chapter provide for voting by two or more voting groups on a matter, action on that matter is taken only when voted upon by each of those voting groups counted separately as provided in §47-1A-725. Action may be taken by one voting group on a matter even though no action is taken by another voting group entitled to vote on the matter. Source: SL 2005, ch 239, §109.
SD Codified L § 47-1A-727 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-727 - Greater quorum or voting requirements.

47-1A-727. Greater quorum or voting requirements.The articles of incorporation may provide for a greater quorum or voting requirement for shareholders, or voting groups of shareholders, than is provided for by this chapter. An amendment to the articles of incorporation that adds, changes, or deletes a greater quorum or voting requirement shall meet the same quorum requirement and shall be adopted by the same vote and voting groups required to take action under the quorum and voting requirements then in effect or proposed to be adopted, whichever is greater. Source: SL 2005, ch 239, §110.
SD Codified L § 47-1A-728 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-728 - Cumulative voting for directors.

47-1A-728. Cumulative voting for directors.Shareholders may cumulate their votes for directors. The right to cumulate votes for directors means that the shareholders are entitled to multiply the number of votes that they are entitled to cast by the number of directors for whom they are entitled to vote and cast the product for a single candidate or distribute the product among two or more candidates. Source: SL 2005, ch 239, §111; SL 2010, ch 218, §16.
SD Codified L § 47-1A-729 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-729 - Inspectors of election.

47-1A-729. Inspectors of election.A corporation having any shares listed on a national securities exchange or regularly traded in a market maintained by one or more members of a national or affiliated securities association shall, and any other corporation may, appoint one or more inspectors to act at a meeting of shareholders and make a written report of the inspectors' determinations. Each inspector shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of the inspector's ability. The inspectors shall:(1)Ascertain the number of shares outstanding and the voting power of each;(2)Determine the shares represented at a meeting;(3)Determine the validity of proxies and ballots;(4)Count all votes; and(5)Determine the result.An inspector may be an officer or employee of the corporation. Source: SL 2005, ch 239, §112.
SD Codified L § 47-1A-730 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-730 - Voting trusts--Creation--Effective date and duration.

47-1A-730. Voting trusts--Creation--Effective date and duration.One or more shareholders may create a voting trust, conferring on a trustee the right to vote or otherwise act for them, by signing an agreement setting out the provisions of the trust, which may include anything consistent with its purpose, and transferring their shares to the trustee. When a voting trust agreement is signed, the trustee shall prepare a list of the names and addresses of all voting trust beneficial owners, together with the number and class of shares each transferred to the trust, and deliver copies of the list and agreement to the corporation's principal office.A voting trust becomes effective on the date the first shares subject to the trust are registered in the trustee's name. Any limit on the duration of a voting trust must be set forth in the voting trust. A voting trust that became effective between July 1, 2005, and June 30, 2015, remains governed by the ten-year limit then in effect, unless the voting trust is amended to provide otherwise by unanimous agreement of the parties to the voting trust. Source: SL 2005, ch 239, §113; SL 2015, ch 228, §1.
SD Codified L § 47-1A-730.1 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-730.1 - Extension of voting trust for additional terms--Agreement.

47-1A-730.1. Extension of voting trust for additional terms--Agreement.All or some of the parties to a voting trust may extend it for additional terms by signing written consent to the extension. An extension is valid for the duration stated in the extension agreement and is valid from the date the first shareholder signs the extension agreement. The voting trustee shall deliver copies of the extension agreement and list of all voting trust beneficial owners to the corporation's principal office. An extension agreement binds only those parties signing it. Source: SL 2005, ch 239, §114; SL 2015, ch 228, §2.
SD Codified L § 47-1A-731 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-731 - Voting agreements.

47-1A-731. Voting agreements.Two or more shareholders may provide for the manner in which they will vote their shares by signing an agreement for this purpose. A voting agreement created under this section is not subject to the provisions of §§47-1A-730 and 47-1A-730.1. A voting agreement created under this section is specifically enforceable. Source: SL 2005, ch 239, §115.
SD Codified L § 47-1A-732 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-732 - Shareholder agreements--Effectiveness.

47-1A-732. Shareholder agreements--Effectiveness.An agreement among the shareholders of a corporation that complies with this section is effective among the shareholders and the corporation even though it is inconsistent with one or more other provisions of this chapter in that it:(1)Eliminates the board of directors or restricts the discretion or powers of the board of directors;(2)Governs the authorization or making of distributions whether or not in proportion to ownership of shares, subject to the limitations in §§47-1A-640 to 47-1A-640.5, inclusive;(3)Establishes who shall be directors or officers of the corporation, or their terms of office or manner of selection or removal;(4)Governs, in general or in regard to specific matters, the exercise or division of voting power by or between the shareholders and directors or by or among any of them, including use of weighted voting rights or director proxies;(5)Establishes the terms and conditions of any agreement for the transfer or use of property or the provision of services between the corporation and any shareholder, director, officer, or employee of the corporation or among any of them;(6)Transfers to one or more shareholders or other persons all or part of the authority to exercise the corporate powers or to manage the business and affairs of the corporation, including the resolution of any issue about which there exists a deadlock among directors or shareholders;(7)Requires dissolution of the corporation at the request of one or more of the shareholders or upon the occurrence of a specified event or contingency; or(8)Otherwise governs the exercise of the corporate powers or the management of the business and affairs of the corporation or the relationship among the shareholders, the directors, and the corporation, or among any of them, and is not contrary to public policy. Source: SL 2005, ch 239, §116.
SD Codified L § 47-1A-732.1 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-732.1 - Form, approval, amendment, and term of shareholder agreements.

47-1A-732.1. Form, approval, amendment, and term of shareholder agreements.Any agreement authorized by §47-1A-732 shall be:(1)Set forth in the articles of incorporation or bylaws and approved by all persons who are shareholders at the time of the agreement, or in a written agreement that is signed by all persons who are shareholders at the time of the agreement and is made known to the corporation;(2)Subject to amendment only by all persons who are shareholders at the time of the amendment, unless the agreement provides otherwise; and(3)Valid for ten years, unless the agreement provides otherwise. Source: SL 2005, ch 239, §117.
SD Codified L § 47-1A-732.2 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-732.2 - Existence of agreement to be noted on certificate--Right of rescission on purchase of shares without notice of agreement.

47-1A-732.2. Existence of agreement to be noted on certificate--Right of rescission on purchase of shares without notice of agreement.The existence of an agreement authorized by §47-1A-732 shall be noted conspicuously on the front or back of each certificate for outstanding shares or on the information statement required by §47-1A-626. If, at the time of the agreement, the corporation has shares outstanding represented by certificates, the corporation shall recall the outstanding certificates and issue substitute certificates that comply with this section. The failure to note the existence of the agreement on the certificate or information statement does not affect the validity of the agreement or any action taken pursuant to it. Any purchaser of shares who, at the time of purchase, did not have knowledge of the existence of the agreement is entitled to rescission of the purchase. A purchaser is deemed to have knowledge of the existence of the agreement if its existence is noted on the certificate or information statement for the shares in compliance with this section and, if the shares are not represented by a certificate, the information statement is delivered to the purchaser at or prior to the time of purchase of the shares. An action to enforce the right of rescission authorized by this section must be commenced within the earlier of ninety days after discovery of the existence of the agreement or two years after the time of purchase of the shares. Source: SL 2005, ch 239, §118.
SD Codified L § 47-1A-732.3 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-732.3 - Limitations on effectiveness of agreement--Amendment to articles of incorporation or bylaws.

47-1A-732.3. Limitations on effectiveness of agreement--Amendment to articles of incorporation or bylaws.An agreement authorized by §47-1A-732 shall cease to be effective when shares of the corporation are listed on a national securities exchange or regularly traded in a market maintained by one or more members of a national or affiliated securities association. If the agreement ceases to be effective for any reason, the board of directors may, if the agreement is contained or referred to in the corporation's articles of incorporation or bylaws, adopt an amendment to the articles of incorporation or bylaws, without shareholder action, to delete the agreement and any references to it. Source: SL 2005, ch 239, §119.
SD Codified L § 47-1A-732.4 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-732.4 - Liability of directors limited to extent discretion or powers limited by agreement.

47-1A-732.4. Liability of directors limited to extent discretion or powers limited by agreement.An agreement authorized by §47-1A-732 that limits the discretion or powers of the board of directors shall relieve the directors of, and impose upon the person or persons in whom such discretion or powers are vested, liability for acts or omissions imposed by law on directors to the extent that the discretion or powers of the directors are limited by the agreement. Source: SL 2005, ch 239, §120.
SD Codified L § 47-1A-732.5 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-732.5 - Agreement not grounds for imposition of personal liability on shareholder for acts or debts of corporation.

47-1A-732.5. Agreement not grounds for imposition of personal liability on shareholder for acts or debts of corporation.The existence or performance of an agreement authorized by §47-1A-732 is not a ground for imposing personal liability on any shareholder for the acts or debts of the corporation even if the agreement or its performance treats the corporation as if it were a partnership or results in failure to observe the corporate formalities otherwise applicable to the matters governed by the agreement. Source: SL 2005, ch 239, §121.
SD Codified L § 47-1A-732.6 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-732.6 - Incorporators or subscribers for shares to act as shareholders with respect to agreement.

47-1A-732.6. Incorporators or subscribers for shares to act as shareholders with respect to agreement.Incorporators or subscribers for shares may act as shareholders with respect to an agreement authorized by §47-1A-732 if no shares have been issued when the agreement is made. Source: SL 2005, ch 239, §122.
SD Codified L § 47-1A-740 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-740 - Subpart definitions.

47-1A-740. Subpart definitions.Terms used in §§47-1A-741 to 47-1A-747, inclusive, mean:(1)"Derivative proceeding," a civil suit in the right of a domestic corporation or, to the extent provided in §47-1A-747, in the right of a foreign corporation;(2)"Shareholder," includes a beneficial owner whose shares are held in a voting trust or held by a nominee on the beneficial owner's behalf. Source: SL 2005, ch 239, §123.
SD Codified L § 47-1A-741 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-741 - Standing.

47-1A-741. Standing.No shareholder may commence or maintain a derivative proceeding unless the shareholder:(1)Was a shareholder of the corporation at the time of the act or omission complained of or became a shareholder through transfer by operation of law from one who was a shareholder at that time; and(2)Fairly and adequately represents the interests of the corporation in enforcing the right of the corporation. Source: SL 2005, ch 239, §124.
SD Codified L § 47-1A-742 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-742 - Demand.

47-1A-742. Demand.No shareholder may commence a derivative proceeding until:(1)A written demand has been made upon the corporation to take suitable action; and(2)Ninety days have expired from the date the demand was made unless the shareholder has earlier been notified that the demand has been rejected by the corporation or unless irreparable injury to the corporation would result by waiting for the expiration of the ninety-day period. Source: SL 2005, ch 239, §125.
SD Codified L § 47-1A-743 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-743 - Stay of proceedings.

47-1A-743. Stay of proceedings.If the corporation commences an inquiry into the allegations made in the demand or complaint, the court may stay any derivative proceeding for such period as the court deems appropriate. Source: SL 2005, ch 239, §126.
SD Codified L § 47-1A-744 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-744 - Dismissal upon determination that maintenance of proceeding not in best interests of corporation.

47-1A-744. Dismissal upon determination that maintenance of proceeding not in best interests of corporation.A derivative proceeding shall be dismissed by the court on motion by the corporation if one of the groups specified in §§47-1A-744.1 or 47-1A-744.5 has determined in good faith after conducting a reasonable inquiry upon which its conclusions are based that the maintenance of the derivative proceeding is not in the best interests of the corporation. Source: SL 2005, ch 239, §127.
SD Codified L § 47-1A-744.1 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-744.1 - Groups authorized to make determination that maintenance of proceeding not in best interest of corporation.

47-1A-744.1. Groups authorized to make determination that maintenance of proceeding not in best interest of corporation.Unless a panel is appointed pursuant to §47-1A-744.5, the determination in §47-1A-744 shall be made by:(1)A majority vote of independent directors present at a meeting of the board of directors if the independent directors constitute a quorum; or(2)A majority vote of a committee consisting of two or more independent directors appointed by majority vote of independent directors present at a meeting of the board of directors, whether or not such independent directors constituted a quorum. Source: SL 2005, ch 239, §128.