reglab/housing_qa huggingface dataset:
SD Codified L § 47-25-25 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 25 - Nonprofit Corporations Reorganization|Section 47-25-25 - Vote upon transfer of corporate assets--Notice of meeting--Contents of notice.

47-25-25. Vote upon transfer of corporate assets--Notice of meeting--Contents of notice.Where there are members entitled to vote thereon, the board of directors shall adopt a resolution recommending a sale, lease, exchange, mortgage, pledge, or other disposition described by §47-25-24 and directing that it be submitted to a vote at a meeting of members entitled to vote thereon, which may be either an annual or a special meeting. Written notice stating that the purpose, or one of the purposes, of such meeting is to consider the sale, lease, exchange, mortgage, pledge, or other disposition of all, or substantially all, the property and assets of the corporation shall be given to each member entitled to vote at such meeting, within the time and in the manner provided by chapter 47-23 for the giving of notice of meetings of members. Source: SL 1965, ch 24, §46 (1).
SD Codified L § 47-25-26 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 25 - Nonprofit Corporations Reorganization|Section 47-25-26 - Authorization of transfer by members--Two-thirds vote required.

47-25-26. Authorization of transfer by members--Two-thirds vote required.At the meeting required by §47-25-25 the members may authorize the sale, lease, exchange, mortgage, pledge, or other disposition described by §47-25-24 and may fix, or may authorize the board of directors to fix, any or all of the terms and conditions thereof and the consideration to be received by the corporation therefor. Such authorization shall require the vote of at least two-thirds of the votes entitled to be cast by members present or represented by proxy at such meeting. Source: SL 1965, ch 24, §46 (1).
SD Codified L § 47-25-27 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 25 - Nonprofit Corporations Reorganization|Section 47-25-27 - Abandonment of transfer plan after vote of members--Rights of third parties.

47-25-27. Abandonment of transfer plan after vote of members--Rights of third parties.After authorization by a vote of members pursuant to §47-25-26, the board of directors, nevertheless, in its discretion, may abandon a sale, lease, exchange, mortgage, pledge, or other disposition of assets described in §47-25-24, subject to the rights of third parties under any contracts relating thereto, without further action or approval by members. Source: SL 1965, ch 24, §46 (1).
SD Codified L § 47-25-28 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 25 - Nonprofit Corporations Reorganization|Section 47-25-28 - Authorization for transfer in corporation having no members entitled to vote.

47-25-28. Authorization for transfer in corporation having no members entitled to vote.Where there are no members, or no members entitled to vote thereon, a sale, lease, exchange, mortgage, pledge, or other disposition of all, or substantially all, the property and assets of a corporation shall be authorized upon receiving the vote of a majority of the directors in office. Source: SL 1965, ch 24, §46 (2).
SD Codified L § 47-25A-1 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 25A - Nonprofit Corporations Domestication And Conversion|Section 47-25A-1 - Definitions.

47-25A-1. Definitions.Terms used in this chapter, mean:(1)"Conversion," a transaction authorized by §§47-25A-8 to 47-25A-22, inclusive;(2)"Converting corporation," the domestic or foreign nonprofit or business corporation that approves a conversion pursuant to §§47-25A-8 to 47-25A-22, inclusive, or the applicable laws of the foreign jurisdiction;(3)"Converting entity," the domestic or foreign entity that approves a conversion pursuant to §§47-25A-8 to 47-25A-22, inclusive;(4)"Domesticated corporation," the domesticating corporation as it continues in existence after a domestication;(5)"Domesticating corporation," the domestic nonprofit corporation that adopts a plan of domestication pursuant to §§47-25A-3 to 47-25A-7, inclusive, or the foreign nonprofit corporation that approves a domestication pursuant to the applicable laws of the foreign jurisdiction;(6)"Domestication," a transaction authorized by §§47-25A-3 to 47-25A-7, inclusive;(7)"Surviving corporation," the corporation as it continues in existence immediately after consummation of a for-profit conversion pursuant to §§47-25A-3 to 47-25A-22, inclusive;(8)"Surviving entity," the unincorporated entity as it continues in existence immediately after consummation of an entity conversion pursuant to §§47-25A-3 to 47-25A-22, inclusive. Source: SL 2016, ch 221, §16.
SD Codified L § 47-25A-2 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 25A - Nonprofit Corporations Domestication And Conversion|Section 47-25A-2 - Required approvals.

47-25A-2. Required approvals.If a domestic or foreign nonprofit corporation may not be a party to a merger or sale of its assets without the approval of the attorney general, the Division of Insurance, or the Public Utilities Commission, the corporation may not be a party to a conversion or domestication without the prior approval of that agency. Source: SL 2016, ch 221, §17.
SD Codified L § 47-25A-3 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 25A - Nonprofit Corporations Domestication And Conversion|Section 47-25A-3 - Domestication--Plan of domestication.

47-25A-3. Domestication--Plan of domestication.(a) A foreign nonprofit corporation may become a domestic nonprofit corporation only if the domestication is authorized by the laws of the foreign jurisdiction.(b) A domestic nonprofit corporation may become a foreign nonprofit corporation if the domestication is permitted by the laws of the foreign jurisdiction. Regardless of whether the laws of the foreign jurisdiction require the adoption of a plan of domestication, the domestication must be approved by the adoption by the corporation of a plan of domestication.(c) The plan of domestication must include:(1)A statement of the jurisdiction in which the corporation is to be domesticated;(2)The terms and conditions of the domestication;(3)The manner and basis of canceling or reclassifying the memberships of the corporation following its domestication into memberships, obligations, rights to acquire memberships, cash, other property, or any combination of the foregoing; and(4)Any desired amendments to the articles of incorporation or bylaws of the corporation following its domestication.(d) The plan of domestication may also include a provision that the plan may be amended prior to filing the document required by the laws of this state or the other jurisdiction to consummate the domestication; except that, subsequent to approval of the plan by the members, the plan may not be amended without the approval of the members to change:(1)The amount or kind of memberships, obligations, rights to acquire memberships, cash, or other property to be received by the members under the plan;(2)The articles of incorporation to be in effect immediately following the domestication; or(3)Any of the other terms or conditions of the plan if the change would adversely affect any of the members in any material respect.(e) If any debt security, note or similar evidence of indebtedness for money borrowed, whether secured or unsecured, or a contract of any kind, issued, incurred or executed by a domestic nonprofit corporation before July 1, 2016 contains a provision applying to a merger of the corporation and the document does not refer to a domestication of the corporation, the provision shall be deemed to apply to a domestication of the corporation until such time as the provision is amended subsequent to that date. Source: SL 2016, ch 221, §18.
SD Codified L § 47-25A-5 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 25A - Nonprofit Corporations Domestication And Conversion|Section 47-25A-5 - Articles of domestication.

47-25A-5. Articles of domestication.(a) Articles of domestication must be signed on behalf of the domesticating corporation by any officer or other duly authorized representative. The articles of domestication must set forth:(1)The name and jurisdiction of incorporation of the domesticating corporation;(2)The name and jurisdiction of incorporation of the domesticated entity; and(3)If the domesticating corporation is a domestic nonprofit corporation, a statement that the plan of domestication was approved in accordance with the laws of this state, or, if the domesticating corporation is a foreign nonprofit corporation, a statement that the domestication was approved in accordance with the laws of its jurisdiction of incorporation.(b) If the domesticated corporation is a domestic nonprofit corporation, the articles of domestication shall contain all of the provisions required to be contained in the articles of incorporation of a nonprofit corporation as set forth in §47-22-6. The name of the domesticated corporation must satisfy the requirements of §§47-22-7 and 47-22-8.1.(c) The articles of domestication must be delivered to the Office of the Secretary of State for filing.(d) If the domesticating corporation is a qualified foreign nonprofit corporation, its certificate of authority is cancelled automatically on the effective date of its domestication. Source: SL 2016, ch 221, §20.
SD Codified L § 47-25A-6 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 25A - Nonprofit Corporations Domestication And Conversion|Section 47-25A-6 - Effect of domestication--Liability of member of foreign nonprofit corporation domesticated in this state.

47-25A-6. Effect of domestication--Liability of member of foreign nonprofit corporation domesticated in this state.(a) Except as otherwise prohibited by law, when a domestication becomes effective:(1)The title to all real and personal property, both tangible and intangible, of the domesticating corporation remains in the domesticated corporation without reversion or impairment;(2)The liabilities of the domesticating corporation remain the liabilities of the domesticated corporation;(3)An action or proceeding pending against the domesticating corporation continues against the domesticated corporation as if the domestication had not occurred;(4)The articles of domestication, or the articles of incorporation attached to the articles of domestication, constitute the articles of incorporation of a foreign corporation domesticating in this state;(5)The memberships in the domesticating corporation are reclassified into memberships, obligations, rights to acquire memberships, or cash or other property in accordance with the terms of the domestication, and the members are entitled only to the rights provided by those terms; and(6)The domesticating corporation is deemed to:(i)Be incorporated under and subject to the same body of law of as the domesticated corporation for all purposes; and(ii)Be the same corporation without interruption as the domesticating corporation.(b) The personal liability of a member in a foreign nonprofit corporation that is domesticated in this state is as follows:(1)The domestication does not discharge any personal liability under the laws of the foreign jurisdiction to the extent any such personal liability arose before the effective time of the articles of domestication;(2)The member does not have personal liability under the laws of the foreign jurisdiction for any debt, obligation, or liability of the corporation that arises after the effective time of the articles of domestication;(3)The provisions of the laws of the foreign jurisdiction continue to apply to the collection or discharge of any personal liability preserved by subdivision (1), as if the domestication had not occurred;(4)The member has whatever rights of contribution from other members are provided by the laws of the foreign jurisdiction with respect to any personal liability preserved by subdivision (1), as if the domestication had not occurred. Source: SL 2016, ch 221, §21.
SD Codified L § 47-25A-7 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 25A - Nonprofit Corporations Domestication And Conversion|Section 47-25A-7 - Abandonment of domestication.

47-25A-7. Abandonment of domestication.(a) Unless otherwise provided in a plan of domestication of a domestic nonprofit corporation, after the plan has been adopted and approved, and at any time before the domestication has become effective, it may be abandoned by the board of directors without action by the members.(b) If a domestication is abandoned under paragraph (a) after articles of domestication have been filed with the Office of the Secretary of State but before the domestication has become effective, a statement that the domestication has been abandoned in accordance with this section, signed by an officer or other duly authorized representative, must be delivered to the Office of the Secretary of State for filing prior to the effective date of the domestication. The statement takes effect upon filing and the domestication is abandoned and does not become effective.(c) If the domestication of a foreign nonprofit corporation in this state is abandoned in accordance with the laws of the foreign jurisdiction after articles of domestication are filed with the Office of the Secretary of State, a statement that the domestication has been abandoned, signed by an officer or other duly authorized representative, must be delivered to the Office of the Secretary of State for filing. The statement takes effect upon filing and the domestication is abandoned and does not become effective. Source: SL 2016, ch 221, §22.
SD Codified L § 47-25A-8 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 25A - Nonprofit Corporations Domestication And Conversion|Section 47-25A-8 - For-profit conversion--Plan of for-profit conversion.

47-25A-8. For-profit conversion--Plan of for-profit conversion.(a) A domestic nonprofit corporation may become a domestic business corporation pursuant to a plan of for-profit conversion.(b) A domestic nonprofit corporation may become a foreign business corporation if the for-profit conversion is permitted by the laws of the foreign jurisdiction. Regardless of whether the laws of the foreign jurisdiction require the adoption of a plan of for-profit conversion, the foreign for-profit conversion shall be approved by the adoption by the domestic nonprofit corporation of a plan of for-profit conversion.(c) The plan of for-profit conversion must include:(1)The terms and conditions of the conversion;(2)The manner and basis of:(i)Issuing at least one share in the corporation following its conversion; and(ii)Otherwise reclassifying the memberships in the corporation, if any, following its conversion into shares and other securities, obligations, rights to acquire shares or other securities, cash, other property, or any combination of the foregoing;(3)Any desired amendments to the articles of incorporation or bylaws of the corporation following its conversion; and(4)If the domestic nonprofit corporation is to be converted to a foreign business corporation, a statement of the jurisdiction in which the corporation will be incorporated after the conversion.(d) The plan of for-profit conversion may also include a provision that the plan may be amended prior to filing articles of for-profit conversion, except that subsequent to approval of the plan by the members the plan may not be amended without the approval of the members to change:(1)The amount or kind of shares and other securities, obligations, rights to acquire shares or other securities, cash, or other property to be received by the members under the plan;(2)The articles of incorporation to be in effect immediately following the conversion; or(3)Any of the other terms or conditions of the plan if the change would adversely affect any of the members in any material respect.(e) If any debt security, note, or similar evidence of indebtedness for money borrowed, whether secured or unsecured, or a contract of any kind, issued, incurred, or executed by a domestic nonprofit corporation before July 1, 2016 contains a provision applying to a merger of the corporation and the document does not refer to a for-profit conversion of the corporation, the provision shall be deemed to apply to a for-profit conversion of the corporation until such time as the provision is amended subsequent to that date.(f) The attorney general shall be provided with notice of the proposed for-profit conversion at least ten days prior to any conversion. Source: SL 2016, ch 221, §23.
SD Codified L § 47-25A-9 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 25A - Nonprofit Corporations Domestication And Conversion|Section 47-25A-9 - Conversion of domestic nonprofit corporation to domestic or foreign business corporation.

47-25A-9. Conversion of domestic nonprofit corporation to domestic or foreign business corporation.In the case of a conversion of a domestic nonprofit corporation to a domestic or foreign business corporation:(1)The plan of for-profit conversion must be adopted by the board of directors;(2)After adopting the plan of for-profit conversion, the board of directors must submit the plan to the members for their approval if there are members entitled to vote on the plan. The board of directors must also transmit to the members a recommendation that the members approve the plan, unless the board of directors makes a determination that because of conflicts of interest or other special circumstances it should not make such a recommendation, in which case the board of directors must transmit to the members the basis for that determination;(3)The board of directors may condition its submission of the plan of for-profit conversion to the members on any basis;(4)If the approval of the members is to be given at a meeting, the corporation must notify each member of the meeting of members at which the plan of for-profit conversion is to be submitted for approval. The notice must state that the purpose, or one of the purposes, of the meeting is to consider the plan and must contain or be accompanied by a copy or summary of the plan. The notice shall include or be accompanied by a copy of the proposed articles of incorporation to be in effect immediately after the for-profit conversion;(5)Unless the articles of incorporation, or the board of directors acting pursuant to subdivision (3), require a greater vote or a greater number of votes to be present, the approval of the plan of for-profit conversion by the members requires the approval of each class of members of the corporation voting as a separate class at a meeting at which a quorum of the class exists; and(6)If any provision of the articles of incorporation, bylaws, or an agreement to which any of the directors or members are parties, adopted or entered into before July 1, 2016, applies to a merger of the corporation and the document does not refer to a for-profit conversion of the corporation, the provision shall be deemed to apply to a for-profit conversion of the corporation until such time as the provision is amended subsequent to that date. Source: SL 2016, ch 221, §24.
SD Codified L § 47-25A-10 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 25A - Nonprofit Corporations Domestication And Conversion|Section 47-25A-10 - Articles of for-profit conversion.

47-25A-10. Articles of for-profit conversion.(a) Articles of for-profit conversion must be signed on behalf of the converting corporation by any officer or other duly authorized representative. The articles must set forth:(1)If the surviving corporation is a domestic business corporation, the name of the corporation immediately before the filing of the articles of for-profit conversion and if that name does not satisfy the requirements of the business corporation act, or the corporation desires to change its name in connection with the conversion, a name that satisfies the requirements of the business corporation act;(2)If the surviving corporation is a foreign business corporation, its name after the conversion and its jurisdiction of incorporation; and(3)A statement that the plan of for-profit conversion was duly approved by the members in the manner required by this chapter and the articles of incorporation.(b) If the surviving corporation is a domestic business corporation, the articles of for-profit conversion shall either contain all of the provisions that the business corporation act requires to be set forth in the articles of incorporation of a domestic business corporation and any other desired provisions permitted by the business corporation act, or shall have attached articles of incorporation that satisfy the requirements of the business corporation act. In either case, provisions that would not be required to be included in restated articles of incorporation of a domestic business corporation may be omitted, except that the name and address of the initial registered agent of the business corporation must be included.(c) The articles of for-profit conversion must be delivered to the Office of the Secretary of State for filing. Source: SL 2016, ch 221, §25.
SD Codified L § 47-25A-11 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 25A - Nonprofit Corporations Domestication And Conversion|Section 47-25A-11 - Effect of for-profit conversion--Liability of member of domestic nonprofit corporation that converts to domestic business corporation.

47-25A-11. Effect of for-profit conversion--Liability of member of domestic nonprofit corporation that converts to domestic business corporation.(a) Except as otherwise prohibited by law, when a conversion of a domestic nonprofit corporation to a domestic or foreign business corporation becomes effective:(1)The title to all real and personal property, both tangible and intangible, of the corporation remains in the corporation without reversion or impairment;(2)The liabilities of the corporation remain the liabilities of the corporation;(3)An action or proceeding pending against the corporation continues against the corporation as if the conversion had not occurred;(4)The articles of incorporation of the domestic or foreign business corporation become effective;(5)The memberships of the corporation are reclassified into shares or other securities, obligations, rights to acquire shares or other securities, or into cash or other property in accordance with the plan of conversion, and the members are entitled only to the rights provided in the plan of for-profit conversion; and(6)The corporation is deemed to:(i)Be a domestic or foreign business corporation for all purposes; and(ii)Be the same corporation without interruption as the nonprofit corporation.(b) The personal liability of a member in a domestic nonprofit corporation that converts to a domestic business corporation is as follows:(1)The conversion does not discharge any personal liability of the member as a member of the nonprofit corporation to the extent any such personal liability arose before the effective time of the articles of for-profit conversion;(2)The member does not have personal liability for any debt, obligation, or liability of the business corporation that arises after the effective time of the articles of for-profit conversion;(3)The laws of this state continue to apply to the collection or discharge of any personal liability preserved by subdivision (1), as if the conversion had not occurred;(4)The member has whatever rights of contribution from other members are provided by the laws of this state with respect to any personal liability preserved by subdivision (1), as if the conversion had not occurred.(c) A member who becomes subject to personal liability for some or all of the debts, obligations, or liabilities of the business corporation has personal liability only for those debts, obligations, or liabilities of the business corporation that arise after the effective time of the articles of for-profit conversion. Source: SL 2016, ch 221, §26.