reglab/housing_qa huggingface dataset:
SD Codified L § 47-22-22 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 22 - Nonprofit Corporations Formation And General Powers|Section 47-22-22 - Preexisting actions unaffected--Change of name as not abating action.

47-22-22. Preexisting actions unaffected--Change of name as not abating action.No amendment to the articles of incorporation shall affect any existing cause of action in favor of or against such corporation, or any pending action to which such corporation shall be a party, or the existing rights of persons other than members; and, in the event the corporation name shall be changed by amendment, no action brought by or against such corporation under its former name shall abate for that reason. Source: SDC 1939, §11.1302; SL 1965, ch 24, §38.
SD Codified L § 47-22-23 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 22 - Nonprofit Corporations Formation And General Powers|Section 47-22-23 - Restatement of articles of incorporation--Procedure.

47-22-23. Restatement of articles of incorporation--Procedure.A domestic corporation may at any time restate its articles of incorporation as theretofore amended, in the manner provided by §§47-22-24 to 47-22-30, inclusive. Source: SL 1965, ch 24, §39.
SD Codified L § 47-22-24 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 22 - Nonprofit Corporations Formation And General Powers|Section 47-22-24 - Resolution of restatement--Submission to members.

47-22-24. Resolution of restatement--Submission to members.If there are members entitled to vote thereon, the board of directors shall adopt a resolution setting forth the proposed restated articles of incorporation and directing that they be submitted to a vote at a meeting of members entitled to vote thereon, which may be either an annual or a special meeting. Source: SL 1965, ch 24, §39.
SD Codified L § 47-22-25 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 22 - Nonprofit Corporations Formation And General Powers|Section 47-22-25 - Notice of proposed restatement--Contents of notice.

47-22-25. Notice of proposed restatement--Contents of notice.Written notice setting forth the proposed restated articles or a summary of the provisions thereof shall be given to each member entitled to vote thereon, within the time and in the manner provided in chapter 47-23 for the giving of notice of meetings of members. If the meeting be an annual meeting, the proposed restated articles or a summary of the provisions thereof may be included in the notice of such annual meeting. Source: SL 1965, ch 24, §39.
SD Codified L § 47-22-26 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 22 - Nonprofit Corporations Formation And General Powers|Section 47-22-26 - Vote of membership--Majority vote required.

47-22-26. Vote of membership--Majority vote required.At the meeting required by §47-22-25 a vote of the members entitled to vote thereon shall be taken on the proposed restated articles, which shall be adopted upon receiving the affirmative vote of a majority of the members entitled to vote thereon present at such meeting or represented by proxy. Source: SL 1965, ch 24, §39.
SD Codified L § 47-22-27 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 22 - Nonprofit Corporations Formation And General Powers|Section 47-22-27 - Procedure in absence of members entitled to vote--Adoption of restatement by board of directors.

47-22-27. Procedure in absence of members entitled to vote--Adoption of restatement by board of directors.If there are no members, or no members entitled to vote thereon, the proposed restated articles shall be adopted at a meeting of the board of directors upon receiving the affirmative vote of a majority of the directors in office. Source: SL 1965, ch 24, §39.
SD Codified L § 47-22-28 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 22 - Nonprofit Corporations Formation And General Powers|Section 47-22-28 - Approval of restated articles--Contents of articles--Delivery to secretary of state.

47-22-28. Approval of restated articles--Contents of articles--Delivery to secretary of state.Upon approval pursuant to §47-22-26 or 47-22-27, one original and one exact or conforming copy of the restated articles of incorporation shall be executed by the chairman of the board of directors, by its president, or by another of its officers and shall set forth:(1)The name of the corporation;(2)The period of its duration;(3)The purpose or purposes which the corporation is authorized to pursue; and(4)Any other provisions, not inconsistent with law, which are then set forth in the articles of incorporation as theretofore amended, except that it shall not be necessary to set forth in the restated articles of incorporation the registered office of the corporation, its registered agent, its directors, or its incorporators.The restated articles of incorporation shall state that they correctly set forth the provisions of the articles of incorporation as theretofore amended, that they have been duly adopted as required by law and that they supersede the original articles of incorporation and all amendments thereto.The original and the copy of the restated articles of incorporation shall be delivered to the secretary of state. Source: SL 1965, ch 24, §39; SL 1989, ch 393, §8.
SD Codified L § 47-22-28.1 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 22 - Nonprofit Corporations Formation And General Powers|Section 47-22-28.1 - Restated articles may incorporate proposed amendments--Conditions.

47-22-28.1. Restated articles may incorporate proposed amendments--Conditions.When filing restated articles of incorporation with the secretary of state pursuant to §47-22-28, the restated articles may incorporate proposed amendments if:(1)The provisions of §§47-22-16 and 47-22-17 have been complied with;(2)The information required pursuant to §47-22-19 accompanies the filing;(3)The filing contains a statement that, except for any indicated amendment, the restated articles of incorporation correctly set forth without change the corresponding provisions of the articles of incorporation; and(4)The filing contains a statement that the restated articles of incorporation as amended supersede the original articles of incorporation and all previous amendments. Source: SL 1999, ch 219, §1.
SD Codified L § 47-22-29 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 22 - Nonprofit Corporations Formation And General Powers|Section 47-22-29 - Approval by secretary of state--Fees--Endorsement and filing--Issuance of restated certificate of incorporation.

47-22-29. Approval by secretary of state--Fees--Endorsement and filing--Issuance of restated certificate of incorporation.If the secretary of state finds that restated articles delivered to him pursuant to §47-22-28 conform to law, when all fees have been paid as prescribed in chapter 47-28, he shall:(1)Endorse the word "filed" on the original and the copy and the month, day, and year of filing;(2)File the original in his office; and(3)Issue a restated certificate of incorporation to which he shall affix the copy.The restated certificate of incorporation, together with the copy of the restated articles of incorporation affixed thereto, shall be returned to the corporation or its representative. Source: SL 1965, ch 24, §39; SL 1989, ch 393, §9.
SD Codified L § 47-22-30 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 22 - Nonprofit Corporations Formation And General Powers|Section 47-22-30 - Effective date of restated articles.

47-22-30. Effective date of restated articles.Upon the issuance of the restated certificate of incorporation by the secretary of state, the restated articles of incorporation shall become effective and shall supersede the original articles of incorporation and all amendments thereto. Source: SL 1965, ch 24, §39.
SD Codified L § 47-22-31 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 22 - Nonprofit Corporations Formation And General Powers|Section 47-22-31 - Meeting of first board of directors--Organization meeting--Notice of meeting.

47-22-31. Meeting of first board of directors--Organization meeting--Notice of meeting.After the issuance of the certificate of incorporation an organization meeting of the board of directors named in the articles of incorporation shall be held, either within or without this state, at the call of a majority of the incorporators, for the purpose of adopting bylaws, electing officers and the transaction of such other business as may come before the meeting. The incorporators calling the meeting shall give at least three days' notice thereof by mail to each director so named, which notice shall state the time and place of the meeting. Source: SL 1965, ch 24, §34.
SD Codified L § 47-22-32 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 22 - Nonprofit Corporations Formation And General Powers|Section 47-22-32 - First meeting of members--Notice of meeting.

47-22-32. First meeting of members--Notice of meeting.A first meeting of the members may be held at the call of the directors, or a majority of them, upon at least three days' notice, for such purposes as shall be stated in the notice of the meeting. Source: SL 1965, ch 24, §34.
SD Codified L § 47-22-33 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 22 - Nonprofit Corporations Formation And General Powers|Section 47-22-33 - Adoption of initial bylaws--Amendment of bylaws--Permissible contents of bylaws.

47-22-33. Adoption of initial bylaws--Amendment of bylaws--Permissible contents of bylaws.The initial bylaws of a corporation shall be adopted by its board of directors. The power to alter, amend, or repeal the bylaws or adopt new bylaws shall be vested in the board of directors unless otherwise provided in the articles of incorporation or the bylaws. The bylaws may contain any provisions for the regulation and management of the affairs of a corporation not inconsistent with law or the articles of incorporation. Source: SDC 1939, §§11.1407, 11.1501, 11.1502; SL 1965, ch 24, §13.
SD Codified L § 47-22-33.1 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 22 - Nonprofit Corporations Formation And General Powers|Section 47-22-33.1 - Method of providing notice to members or directors.

47-22-33.1. Method of providing notice to members or directors.If so provided in the articles of incorporation or bylaws of the corporation, any written notice required to be provided to any member or director pursuant to any provision of chapters 47-22 to 47-28, inclusive, may be sent by any reasonable means of transmission set forth in the articles of incorporation or bylaws of the corporation, including, but not limited to, traditional mail, hand delivery, email, or electronic facsimile. Source: SL 2016, ch 221, §15.
SD Codified L § 47-22-34 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 22 - Nonprofit Corporations Formation And General Powers|Section 47-22-34 - Changing number of board of directors--Bylaws controlling absent provision in articles.

47-22-34. Changing number of board of directors--Bylaws controlling absent provision in articles.Unless the articles of incorporation provide that a change in the number of directors shall be made only by amendment to the articles of incorporation, a change in the number of directors made by amendment to the bylaws shall be controlling. In all other cases, whenever a provision of the articles of incorporation is inconsistent with a bylaw, the provision of the articles of incorporation shall be controlling. Source: SL 1965, ch 24, §31.
SD Codified L § 47-22-35 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 22 - Nonprofit Corporations Formation And General Powers|Section 47-22-35 - Emergency bylaws--Conditions creating emergency.

47-22-35. Emergency bylaws--Conditions creating emergency. The board of directors of any corporation may adopt emergency bylaws, which shall, notwithstanding any different provision elsewhere in chapters 47-22 to 47-28, inclusive, or in the articles of incorporation or bylaws, be operative during any emergency in the conduct of the affairs of the corporation resulting from any national security, national health, or other declared emergency requiring such action. Source: SL 1965, ch 24, §14; SL 2021, ch 195, § 1, eff. Mar. 3, 2021.
SD Codified L § 47-22-36 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 22 - Nonprofit Corporations Formation And General Powers|Section 47-22-36 - Provisions of emergency bylaws--Meetings of directors--Attendance--Priorities.

47-22-36. Provisions of emergency bylaws--Meetings of directors--Attendance--Priorities.The emergency bylaws adopted pursuant to §47-22-35 may make any provision that may be practical and necessary for the circumstances of the emergency, including provisions that:(1)A meeting of the board of directors may be called by any officer or director in such manner and under such conditions as shall be prescribed in the emergency bylaws;(2)The director or directors in attendance at the meeting, or any greater number fixed by the emergency bylaws, shall constitute a quorum; and(3)The officers or other persons designated on a list approved by the board of directors before the emergency, all in such order or priority and subject to such conditions and for such period of time (not longer than reasonably necessary after the termination of the emergency) as may be provided in the emergency bylaws or in the resolution approving the list, shall, to the extent required to provide a quorum at any meeting of the board of directors be deemed directors for such meeting. Source: SL 1965, ch 24, §14.
SD Codified L § 47-22-37 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 22 - Nonprofit Corporations Formation And General Powers|Section 47-22-37 - Modification of lines of succession during emergency.

47-22-37. Modification of lines of succession during emergency.The board of directors, either before or during any emergency described in §47-22-35, may provide, and from time to time modify, lines of succession in the event that during any such emergency any or all officers or agents of the corporation shall for any reason be rendered incapable of discharging their duties. Source: SL 1965, ch 24, §14.
SD Codified L § 47-22-38 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 22 - Nonprofit Corporations Formation And General Powers|Section 47-22-38 - Changing head office during emergency.

47-22-38. Changing head office during emergency.The board of directors, either before or during any emergency described in §47-22-35, may, effective in the emergency, change the head office or designate several alternative head offices or regional offices, or authorize the officers so to do. Source: SL 1965, ch 24, §14.
SD Codified L § 47-22-39 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 22 - Nonprofit Corporations Formation And General Powers|Section 47-22-39 - Duration of emergency bylaws.

47-22-39. Duration of emergency bylaws.To the extent not inconsistent with any emergency bylaws adopted pursuant to §47-22-35, the bylaws of the corporation shall remain in effect during any emergency described in §47-22-35 and upon its termination the emergency bylaws shall cease to be operative. Source: SL 1965, ch 24, §14.
SD Codified L § 47-22-40 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 22 - Nonprofit Corporations Formation And General Powers|Section 47-22-40 - Notice of meetings during emergency--Quorum.

47-22-40. Notice of meetings during emergency--Quorum.Unless otherwise provided in emergency bylaws, notice of any meeting of the board of directors during any emergency described in §47-22-35 may be given only to such of the directors as it may be feasible to reach at the time and by such means as may be feasible at the time, including publication or radio.To the extent required to constitute a quorum at any meeting of the board of directors during any such emergency, the officers of the corporation who are present shall, unless otherwise provided in emergency bylaws, be deemed, in order of rank and within the same rank in order of seniority, directors for such meeting. Source: SL 1965, ch 24, §14.
SD Codified L § 47-22-41 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 22 - Nonprofit Corporations Formation And General Powers|Section 47-22-41 - Liability for actions during emergency--Willful misconduct.

47-22-41. Liability for actions during emergency--Willful misconduct.No officer, director, or employee acting in accordance with any emergency bylaws shall be liable except for willful misconduct. No officer, director, or employee shall be liable for any action taken by him in good faith in any emergency described in §47-22-35 in furtherance of the ordinary affairs of the corporation even though not authorized by the bylaws then in effect. Source: SL 1965, ch 24, §14.
SD Codified L § 47-22-52 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 22 - Nonprofit Corporations Formation And General Powers|Section 47-22-52 - Powers of corporation--Perpetual succession.

47-22-52. Powers of corporation--Perpetual succession.Each corporation shall have power to have perpetual succession by its corporate name unless a limited period of duration is stated in its articles of incorporation. Source: SDC 1939, §11.1405; SL 1965, ch 24, §5 (1).
SD Codified L § 47-22-53 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 22 - Nonprofit Corporations Formation And General Powers|Section 47-22-53 - Powers of corporation--Capacity to sue and be sued.

47-22-53. Powers of corporation--Capacity to sue and be sued.Each corporation shall have power to sue and be sued, complain and defend, in its corporate name. Source: SL 1965, ch 24, §5 (2).
SD Codified L § 47-22-54 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 22 - Nonprofit Corporations Formation And General Powers|Section 47-22-54 - Powers of corporation--Corporate seal.

47-22-54. Powers of corporation--Corporate seal.Each corporation shall have power to have a corporate seal which may be altered at pleasure, and to use the same by causing it, or a facsimile thereof, to be impressed or affixed or in any other manner reproduced. Source: SL 1965, ch 24, §5 (3).
SD Codified L § 47-22-55 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 22 - Nonprofit Corporations Formation And General Powers|Section 47-22-55 - Powers of corporation--Dealing in real or personal property.

47-22-55. Powers of corporation--Dealing in real or personal property.Each corporation shall have power to purchase, take, receive, lease, take by gift, devise or bequest, or otherwise acquire, own, hold, improve, use and otherwise deal in and with, real or personal property, or any interest therein, wherever situated. Source: SDC 1939, §§11.1703, 11.1803; SL 1965, ch 24, §5 (4).
SD Codified L § 47-22-56 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 22 - Nonprofit Corporations Formation And General Powers|Section 47-22-56 - Powers of corporation--Disposal of corporate assets.

47-22-56. Powers of corporation--Disposal of corporate assets.Each corporation shall have power to sell, convey, mortgage, pledge, lease, exchange, transfer, and otherwise dispose of all or any part of its property and assets. Source: SL 1965, ch 24, §5 (5).
SD Codified L § 47-22-57 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 22 - Nonprofit Corporations Formation And General Powers|Section 47-22-57 - Powers of corporation--Lending money.

47-22-57. Powers of corporation--Lending money.Each corporation shall have power to lend money to its employees other than its officers and directors, and otherwise assist its employees, officers, and directors. Source: SL 1965, ch 24, §5 (6).
SD Codified L § 47-22-58 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 22 - Nonprofit Corporations Formation And General Powers|Section 47-22-58 - Powers of corporation--Securities holdings--Government obligations.

47-22-58. Powers of corporation--Securities holdings--Government obligations.Each corporation shall have power to purchase, take, receive, subscribe for, or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge, or otherwise dispose of, and otherwise use and deal in and with, shares or other interests in, or obligations of, other domestic, or foreign corporations, whether for profit or not for profit, associations, partnerships, or individuals, or direct or indirect obligations of the United States, or of any other government, state, territory, governmental district, or municipality or of any instrumentality thereof. Source: SL 1965, ch 24, §5 (7).
SD Codified L § 47-22-59 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 22 - Nonprofit Corporations Formation And General Powers|Section 47-22-59 - Powers of corporation--Contracting--Borrowing--Issuance of securities.

47-22-59. Powers of corporation--Contracting--Borrowing--Issuance of securities.Each corporation shall have power to make contracts and incur liabilities, borrow money at such rates of interest as the corporation may determine, issue its notes, bonds, and other obligations, and secure any of its obligations by mortgage or pledge of all or any of its property, franchises, and income. Source: SL 1965, ch 24, §5 (8).
SD Codified L § 47-22-60 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 22 - Nonprofit Corporations Formation And General Powers|Section 47-22-60 - Powers of corporation--Lending--Investing--Property holding.

47-22-60. Powers of corporation--Lending--Investing--Property holding.Each corporation shall have power to lend money for its corporate purposes, invest and reinvest its funds, and take and hold real and personal property as security for the payment of funds so loaned or invested. Source: SL 1965, ch 24, §5 (9).
SD Codified L § 47-22-61 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 22 - Nonprofit Corporations Formation And General Powers|Section 47-22-61 - Powers of corporation--Extraterritorial operations.

47-22-61. Powers of corporation--Extraterritorial operations.Each corporation shall have power to conduct its affairs, carry on its operations, and have offices and exercise the powers granted by chapters 47-22 to 47-28, inclusive, in any state, territory, district, or possession of the United States, or in any foreign country. Source: SL 1965, ch 24, §5 (10).
SD Codified L § 47-22-62 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 22 - Nonprofit Corporations Formation And General Powers|Section 47-22-62 - Powers of corporation--Officers and agents.

47-22-62. Powers of corporation--Officers and agents.Each corporation shall have power to elect or appoint officers and agents of the corporation, who may be directors or members, and define their duties and fix their compensation. Source: SL 1965, ch 24, §5 (11).
SD Codified L § 47-22-63 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 22 - Nonprofit Corporations Formation And General Powers|Section 47-22-63 - Powers of corporation--Adoption of bylaws.

47-22-63. Powers of corporation--Adoption of bylaws.Each corporation shall have power to make and alter bylaws, not inconsistent with its articles of incorporation or with the laws of this state, for the administration and regulation of the affairs of the corporation. Source: SDC 1939, §§11.1407, 11.1501, 11.1502; SL 1965, ch 24, §5 (12).