reglab/housing_qa huggingface dataset:
SD Codified L § 47-1A-640.2 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-640.2 - Factors used to measure effect of distribution.

47-1A-640.2. Factors used to measure effect of distribution.Except as provided in §47-1A-640.4, the effect of a distribution under §47-1A-640.1 is measured:(1)In the case of distribution by purchase, redemption, or other acquisition of the corporation's shares, as of the earlier of the date money or other property is transferred or debt incurred by the corporation, or the date the shareholder ceases to be a shareholder with respect to the acquired shares;(2)In the case of any other distribution of indebtedness, as of the date the indebtedness is distributed; and(3)In all other cases, as of the date the distribution is authorized if the payment occurs within one hundred twenty days after the date of authorization, or the date the payment is made if it occurs more than one hundred twenty days after the date of authorization. Source: SL 2005, ch 239, §82.
SD Codified L § 47-1A-640.3 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-640.3 - Indebtedness to shareholder by reason of distribution at parity with indebtedness to general unsecured creditor.

47-1A-640.3. Indebtedness to shareholder by reason of distribution at parity with indebtedness to general unsecured creditor.A corporation's indebtedness to a shareholder incurred by reason of a distribution made in accordance with §§47-1A-640 to 47-1A-640.5, inclusive, is at parity with the corporation's indebtedness to its general, unsecured creditors except to the extent subordinated by agreement. Source: SL 2005, ch 239, §83.
SD Codified L § 47-1A-640.4 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-640.4 - Indebtedness of corporation for purposes of determinations under § 47-1A-640.1.

47-1A-640.4. Indebtedness of corporation for purposes of determinations under §47-1A-640.1.Indebtedness of a corporation, including indebtedness issued as a distribution, is not considered a liability for purposes of determinations under §47-1A-640.1 if its terms provide that payment of principal and interest are made only if and to the extent that payment of a distribution to shareholders could then be made under this section. If the indebtedness is issued as a distribution, each payment of principal or interest is treated as a distribution, the effect of which is measured on the date the payment is actually made. Source: SL 2005, ch 239, §84.
SD Codified L § 47-1A-640.5 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-640.5 - Application of provisions in §§ 47-1A-640 to 47-1A-640.4.

47-1A-640.5. Application of provisions in §§47-1A-640 to 47-1A-640.4.The provisions of §§47-1A-640 to 47-1A-640.4, inclusive, do not apply to distributions in liquidation under §§47-1A-1402 to 47-1A-1501, inclusive. Source: SL 2005, ch 239, §85.
SD Codified L § 47-1A-701 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-701 - Annual meeting.

47-1A-701. Annual meeting.A corporation shall hold a meeting of shareholders annually at a time stated in or fixed in accordance with the bylaws. Annual shareholders' meetings may be held in or out of this state at the place stated in or fixed in accordance with the bylaws. If no place is stated in or fixed in accordance with the bylaws, annual meetings shall be held at the corporation' s principal office. The failure to hold an annual meeting at the time stated in or fixed in accordance with a corporation's bylaws does not affect the validity of any corporate action. Source: SL 2005, ch 239, §86.
SD Codified L § 47-1A-702 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-702 - Special meeting.

47-1A-702. Special meeting.A corporation shall hold a special meeting of shareholders:(1)On call of its board of directors or any persons authorized to do so by the articles of incorporation or bylaws; or(2)If the holders of at least ten percent of all the votes entitled to be cast on an issue proposed to be considered at the proposed special meeting sign, date, and deliver to the corporation one or more written demands for the meeting describing the purpose or purposes for which it is to be held. However, the articles of incorporation may fix a lower percentage or a higher percentage not exceeding twenty-five percent of all the votes entitled to be cast on any issue proposed to be considered. Unless otherwise provided in the articles of incorporation, a written demand for a special meeting may be revoked by a writing to that effect received by the corporation prior to the receipt by the corporation of demands sufficient in number to require the holding of a special meeting.If not otherwise fixed under §47-1A-703 or 47-1A-707, the record date for determining shareholders entitled to demand a special meeting is the date the first shareholder signs the demand. Special shareholders' meetings may be held in or out of this state at the place stated in or fixed in accordance with the bylaws. If no place is stated or fixed in accordance with the bylaws, special meetings shall be held at the corporation's principal office. Only business within the purposes described in the meeting notice required by §47-1A-705 may be conducted at a special shareholders' meeting. Source: SL 2005, ch 239, §87.
SD Codified L § 47-1A-703 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-703 - Court-ordered meeting.

47-1A-703. Court-ordered meeting.The circuit court of the county where a corporation's principal office is located in this state, or, if none in this state, the circuit court of Hughes County, may summarily order a meeting to be held:(1)On application of any shareholder of the corporation entitled to participate in an annual meeting if an annual meeting was not held within the earlier of six months after the end of the corporation's fiscal year or fifteen months after its last annual meeting; or(2)On application of a shareholder who signed a demand for a special meeting valid under §47-1A-702, if:(a)Notice of the special meeting was not given within thirty days after the date the demand was delivered to the corporation's secretary; or(b)The special meeting was not held in accordance with the notice.The court may fix the time and place of the meeting, determine the shares entitled to participate in the meeting, specify a record date for determining shareholders entitled to notice of and to vote at the meeting, prescribe the form and content of the meeting notice, fix the quorum required for specific matters to be considered at the meeting, or direct that the votes represented at the meeting constitute a quorum for action on those matters, and enter other orders necessary to accomplish the purposes of the meeting. Source: SL 2005, ch 239, §88; SL 2008, ch 275, §33.
SD Codified L § 47-1A-704 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-704 - Action without meeting.

47-1A-704. Action without meeting.Action required or permitted by this chapter to be taken at a shareholders' meeting may be taken without a meeting if the action is taken by all the shareholders entitled to vote on the action. The action shall be evidenced by one or more written consents describing the action taken, signed by all the shareholders entitled to vote on the action, and delivered to the corporation for inclusion in the minutes or filing with the corporate records. If not otherwise fixed under §47-1A-703 or 47-1A-707, the record date for determining shareholders entitled to take action without a meeting is the date the first shareholder signs the consent under this section. No written consent is effective to take the corporate action referred to therein unless written consents signed by all shareholders entitled to vote on the action are received by the corporation. A written consent may be revoked by a writing to that effect received by the corporation prior to receipt by the corporation of unrevoked written consents signed by all shareholders entitled to vote on the action. A consent signed under this section has the effect of a meeting vote and may be described as such in any document. Source: SL 2005, ch 239, §89.
SD Codified L § 47-1A-704.1 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-704.1 - Notice to nonvoting shareholders of action to be taken by unanimous consent of voting shareholders.

47-1A-704.1. Notice to nonvoting shareholders of action to be taken by unanimous consent of voting shareholders.If this chapter requires that notice of proposed action be given to nonvoting shareholders and the action is to be taken by unanimous consent of the voting shareholders, the corporation shall give its nonvoting shareholders written notice of the proposed action at least ten days before the action is taken. The notice shall contain or be accompanied by the same material that, under this chapter, would have been required to be sent to nonvoting shareholders in a notice of meeting at which the proposed action would have been submitted to the shareholders for action. Source: SL 2005, ch 239, §90.
SD Codified L § 47-1A-705 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-705 - Notice of meeting.

47-1A-705.Notice of meeting.Except for the increase of stock and indebtedness when sixty days' notice is required by S. D. Const., Art. XVII, §8, a corporation shall notify shareholders of the date, time, and place of each annual and special shareholders' meeting no fewer than ten nor more than sixty days before the meeting date. Unless this chapter or the articles of incorporation require otherwise, the corporation is required to give notice only to shareholders entitled to vote at the meeting. Unless this chapter or the articles of incorporation require otherwise, notice of an annual meeting need not include a description of the purpose or purposes for which the meeting is called. However, notice of a special meeting shall include a description of the purpose or purposes for which the meeting is called. If not otherwise fixed under §47-1A-703 or 47-1A-707, the record date for determining shareholders entitled to notice of and to vote at an annual or special shareholders' meeting is the day before the first notice is delivered to shareholders.Unless the bylaws require otherwise, if an annual or special shareholders' meeting is adjourned to a different date, time, or place, notice need not be given of the new date, time, or place if the new date, time, or place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed under §47-1A-707, notice of the adjourned meeting shall be given under this section to persons who are shareholders as of the new record date. Source: SL 2005, ch 239, §91.
SD Codified L § 47-1A-706 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-706 - Waiver of notice.

47-1A-706. Waiver of notice.A shareholder may waive any notice required by this chapter, the articles of incorporation, or bylaws before or after the date and time stated in the notice. The waiver shall be in writing, shall be signed by the shareholder entitled to the notice, and shall be delivered to the corporation for inclusion in the minutes or filing with the corporate records.A shareholder's attendance at a meeting:(1)Waives objection to lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting;(2)Waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented. Source: SL 2005, ch 239, §92.
SD Codified L § 47-1A-707 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-707 - Record date.

47-1A-707. Record date.The bylaws may fix or provide the manner of fixing the record date for one or more voting groups in order to determine the shareholders entitled to notice of a shareholders' meeting, to demand a special meeting, to vote, or to take any other action. If the bylaws do not fix or provide for fixing a record date, the board of directors of the corporation may fix a future date as the record date. A record date fixed under this section may not be more than seventy days before the meeting or action requiring a determination of shareholders. A determination of shareholders entitled to notice of or to vote at a shareholders' meeting is effective for any adjournment of the meeting unless the board of directors fixes a new record date, which it must do if the meeting is adjourned to a date more than one hundred twenty days after the date fixed for the original meeting.If a court orders a meeting adjourned to a date more than one hundred twenty days after the date fixed for the original meeting, it may provide that the original record date continues in effect or it may fix a new record date. Source: SL 2005, ch 239, §93.
SD Codified L § 47-1A-708 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-708 - Conduct of the meeting.

47-1A-708. Conduct of the meeting.At each meeting of shareholders, a chair shall preside. The chair shall be appointed as provided in the bylaws or, in the absence of such provision, by the board. The chair, unless the articles of incorporation or bylaws provide otherwise, shall determine the order of business and may establish rules for the conduct of the meeting. Any rules adopted for, and the conduct of, the meeting shall be fair to shareholders. The chair of the meeting shall announce at the meeting when the polls close for each matter voted upon. If no announcement is made, the polls are deemed to have closed upon the final adjournment of the meeting. After the polls close, no ballots, proxies, or votes nor any revocations or changes thereto may be accepted. Source: SL 2005, ch 239, §94.
SD Codified L § 47-1A-709 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-709 - Shareholders' meeting--Remote communication--Requirements.

  47-1A-709  .  Shareholders' meeting--Remote communication--Requirements.   If authorized by the board of directors in its sole discretion and subject to any guidelines and procedures adopted by the board of directors, shareholders and proxies of shareholders not physically present at a meeting of shareholders may participate in the meeting by means of remote communication.   If shareholders and proxies of shareholders participate in a meeting of shareholders by means of remote communication, the participating shareholders and proxies of shareholders are deemed to be present in person and to vote at the meeting of shareholders, whether the meeting is held at a designated place or solely by means of remote communication or at a designated place and by remote communication, if:   (1) The corporation has implemented reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a shareholder or proxy of a shareholder; and   (2) The corporation has implemented reasonable measures to provide shareholders and proxies of shareholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the shareholders, including an opportunity to communicate and to read or hear the proceedings of the meeting concurrently with the proceedings.     Source:  SL 2020, ch 198, § 1.
SD Codified L § 47-1A-720 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-720 - Shareholders' list for meeting.

47-1A-720. Shareholders' list for meeting.After fixing a record date for a meeting, a corporation shall prepare an alphabetical list of the names of all its shareholders who are entitled to notice of a shareholders' meeting. The list shall be arranged by voting group, and within each voting group by class or series of shares, and show the address of and number of shares held by each shareholder. The shareholders' list shall be available for inspection by any shareholder, beginning two business days after notice of the meeting is given for which the list was prepared and continuing through the meeting, at the corporation's principal office or at a place identified in the meeting notice in the city where the meeting will be held. A shareholder, a shareholder's agent, or an attorney is entitled on written demand to inspect and, subject to the requirements of §47-1A-1602.3, to copy the list, during regular business hours and at the person's expense, during the period it is available for inspection. The corporation shall make the shareholders' list available at the meeting, and any shareholder, shareholder's agent, or attorney is entitled to inspect the list at any time during the meeting or any adjournment. If the corporation refuses to allow any shareholder, or the shareholder's agent or attorney to inspect the shareholders' list before or at the meeting, or copy the list as permitted by this section, the circuit court of the county where a corporation's principal office is located, or, if none in this state, the circuit court of Hughes County, on application of the shareholder, may summarily order the inspection or copying at the corporation's expense and may postpone the meeting for which the list was prepared until the inspection or copying is complete. Refusal or failure to prepare or make available the shareholders' list does not affect the validity of action taken at the meeting. Source: SL 2005, ch 239, §95; SL 2008, ch 275, §34.
SD Codified L § 47-1A-721 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-721 - Voting entitlement of shares.

47-1A-721. Voting entitlement of shares.Except as provided in §§47-1A-721.1 and 47-1A-721.2 or unless the articles of incorporation provide otherwise, each outstanding share, regardless of class, is entitled to one vote on each matter voted on at a shareholders' meeting. Only shares are entitled to vote. Source: SL 2005, ch 239, §96.
SD Codified L § 47-1A-721.1 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-721.1 - Limitation on voting entitlement of shares when owned by a second corporation--Shares held in fiduciary capacity.

47-1A-721.1. Limitation on voting entitlement of shares when owned by a second corporation--Shares held in fiduciary capacity.Absent special circumstances, the shares of a corporation are not entitled to vote if they are owned, directly or indirectly, by a second corporation, domestic or foreign, and the first corporation owns, directly or indirectly, a majority of the shares entitled to vote for directors of the second corporation. This section does not limit the power of a corporation to vote any shares, including its own shares, held by it in a fiduciary capacity. Source: SL 2005, ch 239, §97.
SD Codified L § 47-1A-721.2 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-721.2 - Voting entitlement of redeemable shares.

47-1A-721.2. Voting entitlement of redeemable shares.Redeemable shares are not entitled to vote after notice of redemption is mailed to the holders and a sum sufficient to redeem the shares has been deposited with a bank, trust company, or other financial institution under an irrevocable obligation to pay the holders the redemption price on surrender of the shares. Source: SL 2005, ch 239, §98.
SD Codified L § 47-1A-722 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-722 - Voting shares in person or by proxy--Appointment of proxy.

47-1A-722. Voting shares in person or by proxy--Appointment of proxy.A shareholder may vote the shareholder's shares in person or by proxy. Any shareholder or the shareholder's agent or attorney-in-fact may appoint a proxy to vote or otherwise act for the shareholder by signing an appointment form, or by an electronic transmission. An electronic transmission shall contain or shall be accompanied by information from which one can determine that the shareholder or the shareholder's agent or attorney-in-fact authorized the transmission. Source: SL 2005, ch 239, §99.
SD Codified L § 47-1A-722.1 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-722.1 - Effective date and duration of appointment of proxy.

47-1A-722.1. Effective date and duration of appointment of proxy.An appointment of a proxy is effective when a signed appointment form or an electronic transmission of the appointment is received by the inspector of election or the officer or agent of the corporation authorized to tabulate votes. An appointment is valid for eleven months unless a longer period is expressly provided in the appointment form. Source: SL 2005, ch 239, §100.
SD Codified L § 47-1A-722.2 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-722.2 - Appointment of proxy revocable--Exception.

47-1A-722.2. Appointment of proxy revocable--Exception.An appointment of a proxy is revocable unless the appointment form or electronic transmission states that it is irrevocable and the appointment is coupled with an interest. Appointments coupled with an interest include the appointment of:(1)A pledgee;(2)A person who purchased or agreed to purchase the shares;(3)A creditor of the corporation who extended it credit under terms requiring the appointment;(4)An employee of the corporation whose employment contract requires the appointment; or(5)A party to a voting agreement created under §47-1A-731.An appointment made irrevocable under this section is revoked when the interest with which it is coupled is extinguished. Source: SL 2005, ch 239, §101.
SD Codified L § 47-1A-722.3 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-722.3 - Death or incapacity of shareholder appointing proxy.

47-1A-722.3. Death or incapacity of shareholder appointing proxy.The death or incapacity of the shareholder appointing a proxy does not affect the right of the corporation to accept the proxy's authority unless notice of the death or incapacity is received by the secretary or other officer or agent authorized to tabulate votes before the proxy exercises authority under the appointment. Source: SL 2005, ch 239, §102.
SD Codified L § 47-1A-722.4 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-722.4 - Transferee for value of shares subject to irrevocable appointment of proxy--Revocation.

47-1A-722.4. Transferee for value of shares subject to irrevocable appointment of proxy--Revocation.A transferee for value of shares subject to an irrevocable appointment may revoke the appointment if the transferee did not know of its existence when the transferee acquired the shares and the existence of the irrevocable appointment was not noted conspicuously on the certificate representing the shares or on the information statement for shares without certificates. Source: SL 2005, ch 239, §103.