reglab/housing_qa huggingface dataset:
SD Codified L § 47-23-24 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 23 - Nonprofit Corporations Members, Directors, Officers And Agents|Section 47-23-24 - Corporate officers--Appointment and term of office--Ex officio members of board of directors.

47-23-24. Corporate officers--Appointment and term of office--Ex officio members of board of directors.The officers of a corporation shall consist of a president, one or more vice-presidents, a secretary, a treasurer, and such other officers and assistant officers as may be deemed necessary, each of whom shall be elected or appointed at such time and in such manner and for such terms not exceeding three years as may be prescribed in the articles of incorporation or the bylaws. In the absence of any such provision, all officers shall be elected or appointed annually by the board of directors. If the bylaws so provide, any two or more offices may be held by the same person, except the offices of president and secretary.The articles of incorporation or the bylaws may provide that any one or more officers of the corporation shall be ex officio members of the board of directors.The officers of a corporation may be designated by such additional titles as may be provided in the articles of incorporation or the bylaws.Unless the articles of incorporation or the bylaws so prescribe, officers need not be directors. Source: SL 1965, ch 24, §25.
SD Codified L § 47-23-25 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 23 - Nonprofit Corporations Members, Directors, Officers And Agents|Section 47-23-25 - Removal of officers--Contract rights unaffected.

47-23-25. Removal of officers--Contract rights unaffected.Any officer or agent elected or appointed may be removed by the persons authorized to elect or appoint such officer whenever in their judgment the best interests of the corporation will be served thereby. The removal of an officer or agent shall be without prejudice to the contract rights, if any, of the officer so removed. Election or appointment of an officer or agent shall not of itself create contract rights. Source: SL 1965, ch 24, §26.
SD Codified L § 47-23-26 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 23 - Nonprofit Corporations Members, Directors, Officers And Agents|Section 47-23-26 - Notice to members or directors--Written waiver.

47-23-26. Notice to members or directors--Written waiver.Whenever any notice is required to be given to any member or director of a corporation under the provisions of chapters 47-22 to 47-28, inclusive, or under the provisions of the articles of incorporation or bylaws of the corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice. Source: SL 1965, ch 24, §96.
SD Codified L § 47-23-27 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 23 - Nonprofit Corporations Members, Directors, Officers And Agents|Section 47-23-27 - Indemnification of corporate agents for liability from good faith acts on behalf of corporation.

47-23-27. Indemnification of corporate agents for liability from good faith acts on behalf of corporation.A nonprofit corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened pending or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative other than an action by or in the right of the corporation by reason of the fact that that person is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent or another corporation, limited liability company, partnership, joint venture, trust, or other enterprise, against expenses including attorneys' fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred by that person in connection with the action, suit, or proceeding if that person acted in good faith and in a manner that person reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe such conduct was unlawful. Source: SL 1978, ch 338, §6; SL 1994, ch 351, §127.
SD Codified L § 47-23-28 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 23 - Nonprofit Corporations Members, Directors, Officers And Agents|Section 47-23-28 - Definition of terms.

47-23-28. Definition of terms.Terms used in §§47-23-28 to 47-23-32, inclusive, mean:(1)"Free clinic," a clinic in which health care services are offered voluntarily through a nonprofit corporation by health care professionals licensed or certified under the laws of this state to patients without charge or at a charge based on a sliding fee scale or the ability to pay;(2)"Governmental entity," any county, municipality, township, school district, chartered governmental units, other special districts, or any association, authority, board, commission, division, office, officer, task force, or other agency of the State of South Dakota;(3)"Nonprofit corporation," any corporation organized under chapters 47-22 to 47-28, inclusive, and which is exempt from taxation pursuant to Section 501(a) of the Internal Revenue Code, 26 U.S.C. Section 501(a);(4)"Nonprofit organization," any organization which is exempt from taxation pursuant to Section 501(c) of the Internal Revenue Code, 26 U.S.C. Section 501(c) as amended;(5)"Volunteer," an individual performing services for a nonprofit organization, a nonprofit corporation, a hospital organized pursuant to chapter 34-8, 34-9, or 34-10, or a governmental entity without compensation, other than reimbursement for actual expenses incurred. The term includes a volunteer serving as a director, officer, trustee, or direct service volunteer. Source: SL 1987, ch 344, §1; SL 1993, ch 340, §1.
SD Codified L § 47-23-29 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 23 - Nonprofit Corporations Members, Directors, Officers And Agents|Section 47-23-29 - Immunity of volunteers of nonprofit organizations, free clinics, certain hospitals, and governmental entities.

47-23-29. Immunity of volunteers of nonprofit organizations, free clinics, certain hospitals, and governmental entities.Any volunteer, including any volunteer who is a licensed health care professional under Title 36, providing services on behalf of a nonprofit organization, a nonprofit corporation, a free clinic, any hospital organized pursuant to chapter 34-8, 34-9, or 34-10, or a governmental entity are immune from civil liability in any action brought in any court in this state on the basis of any act or omission resulting in damage or injury if:(1)The individual was acting in good faith and within the scope of such individual's official functions and duties for the nonprofit organization, the nonprofit corporation, the free clinic, a hospital organized pursuant to chapter 34-8, 34-9, or 34-10, or a governmental entity; and(2)The damage or injury was not caused by gross negligence or willful and wanton misconduct by such individual. Source: SL 1987, ch 344, §2; SL 1993, ch 340, §2; SL 2013, ch 231, §1.
SD Codified L § 47-23-30 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 23 - Nonprofit Corporations Members, Directors, Officers And Agents|Section 47-23-30 - Person not immune where negligent operation of vehicle caused injury.

47-23-30. Person not immune where negligent operation of vehicle caused injury.No immunity provided in §§47-23-28 to 47-23-32, inclusive, extends to any person causing personal injury or wrongful death resulting from the negligent operation of a motor vehicle. Source: SL 1987, ch 344, §3.
SD Codified L § 47-23-31 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 23 - Nonprofit Corporations Members, Directors, Officers And Agents|Section 47-23-31 - Effect on other statutes concerning immunity.

47-23-31. Effect on other statutes concerning immunity.Sections 47-23-28 to 47-23-32, inclusive, shall not be construed to constitute a modification or repeal of §§20-9-3, 20-9-4, 20-9-4.1, 34-48A-23, and 34-48A-24. Source: SL 1987, ch 344, §4.
SD Codified L § 47-23-32 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 23 - Nonprofit Corporations Members, Directors, Officers And Agents|Section 47-23-32 - Waiver of immunity to extent of risk sharing pool or liability insurance coverage--Volunteer serving as director, officer, or trustee exempt.

47-23-32. Waiver of immunity to extent of risk sharing pool or liability insurance coverage--Volunteer serving as director, officer, or trustee exempt.To the extent that any volunteer, nonprofit corporation, nonprofit organization, governmental entity, or hospital organized pursuant to chapter 34-8, 34-9, or 34-10 participates in a risk sharing pool or purchases liability insurance and to the extent that coverage is afforded thereunder, the immunity provided by §47-23-29 is deemed to have been waived and may not be raised by way of affirmative defense. This section does not apply to a volunteer serving as a director, officer, or trustee. Source: SL 1987, ch 344, §5.
SD Codified L § 47-24-1 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 24 - Nonprofit Corporations Records, Fiscal Affairs And Reports|Section 47-24-1 - Books, records, minutes, and member lists.

47-24-1. Books, records, minutes, and member lists.Each corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its members, board of directors, and committees having any of the authority of the board of directors; and shall keep at its registered office or principal office a record of the names and addresses of its members entitled to vote. If authorized by the articles of incorporation or bylaws, the records required by this section may be kept in electronic format. Source: SDC 1939, §11.0801; SL 1965, ch 24, §27; SL 2016, ch 221, §12.
SD Codified L § 47-24-2 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 24 - Nonprofit Corporations Records, Fiscal Affairs And Reports|Section 47-24-2 - Inspection of books or records.

47-24-2. Inspection of books or records.All books and records of a corporation may be inspected by any member, or his agent or attorney, for any proper purpose at any reasonable time. Source: SDC 1939, §11.0801; SL 1965, ch 24, §27.
SD Codified L § 47-24-3 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 24 - Nonprofit Corporations Records, Fiscal Affairs And Reports|Section 47-24-3 - Shares of stock prohibited--Dividends and profits prohibited.

47-24-3. Shares of stock prohibited--Dividends and profits prohibited.A corporation shall not have or issue shares of stock. No dividend shall be paid and no part of the income or profit of a corporation shall be distributed to its members, directors, or officers. Source: SL 1965, ch 24, §28.
SD Codified L § 47-24-3.1 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 24 - Nonprofit Corporations Records, Fiscal Affairs And Reports|Section 47-24-3.1 - Directors not liable for distribution in good faith reliance on financial statements or accountant's report.

47-24-3.1. Directors not liable for distribution in good faith reliance on financial statements or accountant's report.A director of a nonprofit corporation shall not be liable for any unauthorized dividend or distribution of assets if he relied and acted in good faith upon financial statements of the corporation represented to him to be correct by the president or the officer of the corporation having charge of his books of account, or stated in a written report by a certified public accountant failing to reflect the financial condition of the corporation, nor shall he be so liable if in good faith in determining the amount available for any such dividend or distribution he considered the assets to be of their book value. Source: SL 1978, ch 338, §5.
SD Codified L § 47-24-4 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 24 - Nonprofit Corporations Records, Fiscal Affairs And Reports|Section 47-24-4 - Compensation of members, directors, or officers--Distributions upon final liquidation.

47-24-4. Compensation of members, directors, or officers--Distributions upon final liquidation.A corporation may pay compensation in a reasonable amount to its members, directors, or officers for services rendered, may confer benefits upon its members in conformity with its purposes, and may make distributions upon dissolution or final liquidation as permitted by chapter 47-26, and no such payment, benefit, or distribution shall be deemed to be a dividend or a distribution of income or profit. Source: SL 1965, ch 24, §28.
SD Codified L § 47-24-5 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 24 - Nonprofit Corporations Records, Fiscal Affairs And Reports|Section 47-24-5 - Loans to directors or officers--Liability for assenting to loan.

47-24-5. Loans to directors or officers--Liability for assenting to loan.No loans shall be made by a corporation to its directors or officers. Any director or officer who assents to or participates in the making of any such loan shall be liable to the corporation for the amount of such loan until the repayment thereof. Source: SL 1965, ch 24, §29.
SD Codified L § 47-24-6 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 24 - Nonprofit Corporations Records, Fiscal Affairs And Reports|Section 47-24-6 - Report required of domestic corporation.

47-24-6. Report required of domestic corporation.Any domestic nonprofit corporation authorized to engage in business in this state shall file a report pursuant to §§59-11-24 to 59-11-26, inclusive. Source: SL 1978, ch 339, §1; SL 1989, ch 393, §14; SL 2004, ch 280, §9; SL 2008, ch 275, §64.
SD Codified L § 47-24-13.1 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 24 - Nonprofit Corporations Records, Fiscal Affairs And Reports|Section 47-24-13.1 - Administrative dissolution.

47-24-13.1. Administrative dissolution.The secretary of state may commence a proceeding under §47-24-13.2 to administratively dissolve a corporation if:(1)The corporation does not pay within sixty days after they are due any fees or penalties imposed by chapters 47-22 to 47-28, inclusive, or other law;(2)The corporation does not deliver its annual report to the secretary of state within sixty days after it is due;(3)The corporation is without a registered agent in this state for sixty days or more;(4)The corporation does not notify the secretary of state within sixty days that its registered agent has been changed or that its registered agent has resigned; or(5)The corporation's period of duration stated in its articles of incorporation expires. Source: SL 1989, ch 393, §21; SL 2008, ch 275, §66.
SD Codified L § 47-24-13.2 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 24 - Nonprofit Corporations Records, Fiscal Affairs And Reports|Section 47-24-13.2 - Notice of dissolution--Time limit for corrections--Continued existence--Authority of registered agent.

47-24-13.2. Notice of dissolution--Time limit for corrections--Continued existence--Authority of registered agent.If the secretary of state determines that one or more grounds exist under §47-24-13.1 for dissolving a corporation, he shall serve the corporation with written notice of his determination under §47-22-48. If the corporation does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the secretary of state that each ground determined by the secretary of state does not exist within sixty days after service of the notice is perfected under §47-22-48, the secretary of state shall administratively dissolve the corporation by signing a certificate of dissolution that recites the ground or grounds for dissolution and its effective date. The secretary of state shall file the original of the certificate and serve a copy on the corporation under §47-22-48. A corporation administratively dissolved continues its corporate existence but may not carry on any business except that necessary to wind up and liquidate its business and affairs under chapter 47-26 and notify claimants under §§47-26-4 and 47-26-34. Administrative dissolution of a corporation does not terminate the authority of its registered agent. Source: SL 1989, ch 393, §22.
SD Codified L § 47-24-14 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 24 - Nonprofit Corporations Records, Fiscal Affairs And Reports|Section 47-24-14 - Petition for reinstatement after dissolution of corporate existence--Execution and filing.

47-24-14. Petition for reinstatement after dissolution of corporate existence--Execution and filing.Any corporation whose corporate existence has been revoked or dissolved may petition for reinstatement as a corporation organized under the laws of South Dakota. Such petition for reinstatement shall be made upon forms prescribed and furnished by the secretary of state and the information therein contained shall be given as of the date of the execution of such petition. Such petition shall be executed for the corporation by the chairman of the board of directors, by its president, or by another of its officers or if the corporation is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary. Delivery may be made by electronic transmission if and to the extent permitted by the Office of the Secretary of State. If the document is filed in typewritten or printed form and not transmitted electronically, the Office of the Secretary of State may require one exact or conformed copy to be delivered with the document. Source: SL 1978, ch 339, §9; SL 1984, ch 301; SL 1989, ch 393, §23; SL 1992, ch 324; SL 2012, ch 222, §6.
SD Codified L § 47-24-14.1 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 24 - Nonprofit Corporations Records, Fiscal Affairs And Reports|Section 47-24-14.1 - Denial of reinstatement--Appeal--Court action.

47-24-14.1. Denial of reinstatement--Appeal--Court action.If the secretary of state denies a corporation's petition for reinstatement following administrative dissolution, he shall serve the corporation under §47-22-48 with a written notice that explains the reason or reasons for denial. The corporation may appeal the denial of reinstatement to the circuit court of the county where the corporation's registered office or principal office was located within thirty days after service of the notice of denial is perfected. The corporation appeals by petitioning the court to set aside the dissolution and attaching to the petition copies of the secretary of state's certificate of dissolution, the corporation's application for reinstatement and the secretary of state's notice of denial. The court may order the secretary of state to reinstate the dissolved corporation or may take other action the court considers appropriate. The court's final decision may be appealed in the same manner as in any other civil proceedings. Source: SL 1989, ch 393, §24.
SD Codified L § 47-24-15 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 24 - Nonprofit Corporations Records, Fiscal Affairs And Reports|Section 47-24-15 - Change of name required on reinstatement.

47-24-15. Change of name required on reinstatement.If the corporate name of any reinstated corporation is deceptively similar to the corporate name either reserved or registered pursuant to §§47-22-9 to 47-22-11, inclusive, or to a corporate name of any corporation to which a certificate of incorporation or certificate of authority has been granted, or to the name of any limited partnership certified or registered in this state, such reinstated corporation shall be required to adopt another name. Source: SL 1978, ch 339, §10; SL 1989, ch 393, §25.
SD Codified L § 47-24-16 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 24 - Nonprofit Corporations Records, Fiscal Affairs And Reports|Section 47-24-16 - Conforming petition for reinstatement filed--Certificate.

47-24-16. Conforming petition for reinstatement filed--Certificate.If a petition for reinstatement is filed and complies with the law, upon payment of the fee as provided under §47-28-6, together with submission of the reports required under §47-24-9, the secretary of state shall endorse the word "filed" on the original and the copy and the month, day, and year of filing. He shall file the original in his office and issue a certificate of reinstatement of corporation to which he shall affix the copy.The certificate of reinstatement of corporation, together with the copy of the petition for reinstatement, shall be returned to the applicants or their representatives. Source: SL 1978, ch 339, §11; SL 1982, ch 321, §1; SL 1989, ch 393, §26.
SD Codified L § 47-24-17 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 24 - Nonprofit Corporations Records, Fiscal Affairs And Reports|Section 47-24-17 - Notice to attorney general before sale, transfer, conversion, or merger of at least thirty percent of assets--Information to be submitted to secretary of state.

47-24-17. Notice to attorney general before sale, transfer, conversion, or merger of at least thirty percent of assets--Information to be submitted to secretary of state.At least ten days prior to the sale, transfer, conversion, or merger of at least thirty percent of the assets of a nonprofit corporation, the corporation shall give written notice to the attorney general. The following information shall, within sixty days of such sale, transfer, or merger, be submitted to the secretary of state:(1)Name and address of the parties involved in the sale, transfer, conversion, or merger;(2)Terms and conditions of the sale, transfer, conversion, or merger;(3)Dollar value of the assets being sold, transferred, converted, or merged, including an account of how the value was determined; and(4)An explanation of how the sale, transfer, conversion, or merger furthers the purpose of the nonprofit corporation.The information shall be submitted on forms provided by the secretary of state. Source: SL 1997, ch 260, §1; SL 2016, ch 221, §13.
SD Codified L § 47-24-18 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 24 - Nonprofit Corporations Records, Fiscal Affairs And Reports|Section 47-24-18 - Definitions.

47-24-18. Definitions. Terms as used in §§ 47-24-19 and 47-24-20 mean:(1)"Nonprofit corporation," as defined in § 47-22-1;(2)"Charitable trust," as defined in section 4947(a)(1) of the United States Internal Revenue Code as amended and in effect on January 1, 2021. Source: SL 2021, ch 196, § 1.
SD Codified L § 47-24-19 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 24 - Nonprofit Corporations Records, Fiscal Affairs And Reports|Section 47-24-19 - Protection--Nonprofit corporations--Charitable trusts.

47-24-19. Protection--Nonprofit corporations--Charitable trusts. An executive branch agency, bureau, department, division, board, commission, officer, or official may not require any annual filing or reporting of a nonprofit corporation or charitable trust that is more stringent, restrictive, or expansive than that required by state or federal law. Source: SL 2021, ch 196, § 2.
SD Codified L § 47-24-20 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 24 - Nonprofit Corporations Records, Fiscal Affairs And Reports|Section 47-24-20 - Exceptions.

47-24-20. Exceptions. The provisions in §47-24-19 do not apply to:(1)Any information required to determine eligibility for or compliance with a state grant or contract; or(2)Any information required for, or obtained in the course of, a state fraud investigation or an enforcement action by the state.Any information obtained shall be confidential and its disclosure is restricted as provided by law. Source: SL 2021, ch 196, § 3.