reglab/statecodes huggingface dataset:
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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).
2023 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).
2023 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).
2023 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).
2023 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).
2023 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).
2023 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).
2023 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).
2023 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).
2023 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).
2023 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).
2023 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).
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 22 - Nonprofit Corporations--Formation And General Powers › Section 47-22-64 - Powers of corporation--Donations--Wartime donations.

47-22-64. Powers of corporation--Donations--Wartime donations.
Each corporation shall have power to make donations for the public welfare or for charitable, scientific, or educational purposes; and in time of war to make donations in aid of war activities.
Source:
SL 1965, ch 24, §5 (13).
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 22 - Nonprofit Corporations--Formation And General Powers › Section 47-22-65.2 - Indemnification against expenses and attorneys' fees.

47-22-65.2. Indemnification against expenses and attorneys' fees.
To the extent that a director, officer, employee, or agent of a nonprofit corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subdivisions 47-22-65.1(1) and (2), or in defense of any claim, issue or matter therein, he shall be indemnified against expenses, including attorneys' fees, actually and reasonably incurred by him in connection therewith.
Source:
SL 1986, ch 388, §3.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 22 - Nonprofit Corporations--Formation And General Powers › Section 47-22-65.3 - Authorization of indemnification--Requirements--Manner of determination.

47-22-65.3. Authorization of indemnification--Requirements--Manner of determination.
Any indemnification under subdivisions 47-22-65.1(1) and (2), unless ordered by a court, shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee, or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in subdivisions 47-22-65.1(1) and (2). Such determination shall be made by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit, or proceeding, or if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion.
Source:
SL 1986, ch 388, §4.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 22 - Nonprofit Corporations--Formation And General Powers › Section 47-22-65.4 - Authorization of payment of expenses prior to final disposition of action--Receipt of undertaking--Terms and conditions.

47-22-65.4. Authorization of payment of expenses prior to final disposition of action--Receipt of undertaking--Terms and conditions.
Any expense incurred by an officer or director in defending a civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit, or proceeding as authorized by the board of directors in the specific case upon receipt of an undertaking by or on behalf of such director or officer to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the corporation as authorized by §§47-22-65.1 to 47-22-65.8, inclusive. Such expenses incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the board of directors deems appropriate.
Source:
SL 1986, ch 388, §5.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 22 - Nonprofit Corporations--Formation And General Powers › Section 47-22-65.5 - Indemnification not exclusive of other rights--Continuation of benefits to former employees--Benefits to deceased employees.

47-22-65.5. Indemnification not exclusive of other rights--Continuation of benefits to former employees--Benefits to deceased employees.
No indemnification provided by §§47-22-65.1 to 47-22-65.8, inclusive, is exclusive of any other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of disinterested directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs and personal representatives of such a person.
Source:
SL 1986, ch 388, §6.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 22 - Nonprofit Corporations--Formation And General Powers › Section 47-22-65.6 - Powers of corporation--Purchase and maintenance of liability insurance.

47-22-65.6. Powers of corporation--Purchase and maintenance of liability insurance.
Any nonprofit corporation may purchase and maintain insurance on behalf of any person who 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 of another corporation, limited liability company, partnership, joint venture, trust, or other enterprise against any liability asserted against that person and incurred by that person in such capacity, or arising out of such status, whether or not the corporation would have the power to indemnify that person against such liability under the provisions of §§47-22-65.1 to 47-22-65.8, inclusive.
Source:
SL 1986, ch 388, §7; SL 1994, ch 351, §125.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 22 - Nonprofit Corporations--Formation And General Powers › Section 47-22-65.7 - Corporation defined.

47-22-65.7. Corporation defined.
For purposes of §§47-22-65.1 to 47-22-65.8, inclusive, references to "the corporation" includes, in addition to the resulting corporation, any constituent corporation, including any constituent of a constituent, which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee, or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee, or agent of another corporation, limited liability company, partnership, joint venture, trust, or other enterprise, shall stand in the same position under the provisions of §§47-22-65.1 to 47-22-65.8, inclusive, with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued.
Source:
SL 1986, ch 388, §8; SL 1994, ch 351, §126.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 22 - Nonprofit Corporations--Formation And General Powers › Section 47-22-65.8 - Definition of other terms.

47-22-65.8. Definition of other terms.
For purposes of §§47-22-65.1 to 47-22-65.8, inclusive, references to "other enterprises" include employee benefit plans; references to "fines" include any excise taxes assessed on a person with respect to an employee benefit plan; and references to "serving at the request of the corporation" include any service as a director, officer, employee, or agent of the corporation which impose duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants or beneficiaries. Any person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan is deemed to have acted in a manner "not opposed to the best interests of the corporation" as referred to in §§47-22-65.1 to 47-22-65.8, inclusive.
Source:
SL 1986, ch 388, §9.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 22 - Nonprofit Corporations--Formation And General Powers › Section 47-22-66 - Powers of corporation--Pension plans.

47-22-66. Powers of corporation--Pension plans.
Each corporation shall have power to pay pensions and establish pension plans or pension trusts for any or all of its directors, officers, and employees.
Source:
SL 1965, ch 24, §5 (15).
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 22 - Nonprofit Corporations--Formation And General Powers › Section 47-22-67 - Powers of corporation--Cessation of activities.

47-22-67. Powers of corporation--Cessation of activities.
Each corporation shall have power to cease its corporate activities and surrender its corporate franchise.
Source:
SL 1965, ch 24, §5 (16).
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 22 - Nonprofit Corporations--Formation And General Powers › Section 47-22-68 - Powers of corporation--Other powers.

47-22-68. Powers of corporation--Other powers.
Each corporation shall have power to have and exercise all powers necessary or convenient to effect any or all of the purposes for which the corporation is organized.
Source:
SL 1965, ch 24, §5 (17).
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 22 - Nonprofit Corporations--Formation And General Powers › Section 47-22-68.1 - Restrictions on private foundations--Definition of terms.

47-22-68.1. Restrictions on private foundations--Definition of terms.
Terms as used in §§47-22-68.1 to 47-22-68.9, inclusive, shall have the following meaning:
(1)"Excess business holdings," as defined in section 4943(c) of the Internal Revenue Code;
(2)"Internal Revenue Code," the United States Internal Revenue Code of 1954, as amended;
(3)"Private foundation," as defined in section 509(a) of the Internal Revenue Code;
(4)"Self-dealing," as defined in section 4941(d) of the Internal Revenue Code;
(5)"Taxable expenditure," as defined in section 4945(d) of the Internal Revenue Code.
Source:
SL 1972, ch 244, §1.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 22 - Nonprofit Corporations--Formation And General Powers › Section 47-22-68.2 - Restrictive provisions as to income and property deemed incorporated in foundation charter.

47-22-68.2. Restrictive provisions as to income and property deemed incorporated in foundation charter.
Any instrument creating a corporation which is a private foundation and any instrument governing the use, retention, or disposition by such corporation of any of its income or property shall be deemed to have incorporated within such instrument with the same effect as though such language were set forth verbatim in such instrument the provisions set forth in §§47-22-68.3 to 47-22-68.7, inclusive, and except as the contrary is provided in §§47-22-68.8 and 47-22-68.9, such provisions shall govern the corporation as to the use, retention, and disposition of its income and property irrespective of any provisions of any such instrument, statute, or other law of this state to the contrary.
Source:
SL 1972, ch 244, §2.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 22 - Nonprofit Corporations--Formation And General Powers › Section 47-22-68.3 - Self-dealing by foundation prohibited.

47-22-68.3. Self-dealing by foundation prohibited.
The corporation described in §47-22-68.2 shall not engage in any act of self-dealing which would give rise to any liability for the tax imposed by section 4941(a) of the Internal Revenue Code.
Source:
SL 1972, ch 244, §2 (2).
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 22 - Nonprofit Corporations--Formation And General Powers › Section 47-22-68.4 - Distributions required of foundation.

47-22-68.4. Distributions required of foundation.
The corporation described in §47-22-68.2 shall distribute for each of its taxable years amounts at least sufficient to avoid liability for the tax imposed by section 4942(a) of the Internal Revenue Code.
Source:
SL 1972, ch 244, §2 (1).
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 22 - Nonprofit Corporations--Formation And General Powers › Section 47-22-68.5 - Excess business holdings prohibited to foundation.

47-22-68.5. Excess business holdings prohibited to foundation.
The corporation described in §47-22-68.2 shall not retain any excess business holdings which would give rise to any liability for the tax imposed by section 4943(a) of the Internal Revenue Code.
Source:
SL 1972, ch 244, §2 (3).
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 22 - Nonprofit Corporations--Formation And General Powers › Section 47-22-68.6 - Investments which jeopardize charitable purpose prohibited to foundation.

47-22-68.6. Investments which jeopardize charitable purpose prohibited to foundation.
The corporation described in §47-22-68.2 shall not make any investments which would jeopardize the carrying out of any of the exempt purposes of the corporation, within the meaning of section 4944 of the Internal Revenue Code so as to give rise to any liability for the tax imposed by section 4944(a) of the Internal Revenue Code.
Source:
SL 1972, ch 244, §2 (4).
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 22 - Nonprofit Corporations--Formation And General Powers › Section 47-22-68.7 - Taxable expenditures prohibited to foundation.

47-22-68.7. Taxable expenditures prohibited to foundation.
The corporation described in §47-22-68.2 shall not make any taxable expenditure which would give rise to any liability for the tax imposed by section 4945(a) of the Internal Revenue Code.
Source:
SL 1972, ch 244, §2 (5).
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 22 - Nonprofit Corporations--Formation And General Powers › Section 47-22-68.8 - Judicial determination that required restrictions would be contrary to charter.

47-22-68.8. Judicial determination that required restrictions would be contrary to charter.
Sections 47-22-68.2 to 47-22-68.7, inclusive, shall not apply to any corporation to the extent that a court of competent jurisdiction shall determine that such application would be contrary to the terms of any instrument described in §47-22-68.2 and that such instrument may not properly be changed to conform to §§47-22-68.2 to 47-22-68.7, inclusive.
Source:
SL 1972, ch 244, §3.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 22 - Nonprofit Corporations--Formation And General Powers › Section 47-22-68.9 - State powers over corporation unimpaired.

47-22-68.9. State powers over corporation unimpaired.
Nothing in §§47-22-68.1 to 47-22-68.8, inclusive, shall impair the rights and powers of the attorney general or the courts of this state with respect to any corporation.
Source:
SL 1972, ch 244, §4.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 22 - Nonprofit Corporations--Formation And General Powers › Section 47-22-69 - Ultra vires unavailable to invalidate transfers of property.

47-22-69. Ultra vires unavailable to invalidate transfers of property.
No act of a corporation and no conveyance or transfer of real or personal property to or by a corporation shall be invalid by reason of the fact that the corporation was without capacity or power to do such act or to make or receive such conveyance or transfer.
Source:
SL 1965, ch 24, §6.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 22 - Nonprofit Corporations--Formation And General Powers › Section 47-22-70 - Circumstances under which ultra vires may be asserted--Actions by members or directors--Injunctions.

47-22-70. Circumstances under which ultra vires may be asserted--Actions by members or directors--Injunctions.
Notwithstanding §47-22-69, the fact that a corporation is without capacity or power to do an act or to make or receive a conveyance or transfer of real or personal property may be asserted in a proceeding by a member or a director against the corporation to enjoin the doing or continuation of unauthorized acts, or the transfer of real or personal property by or to the corporation. If the unauthorized acts or transfer sought to be enjoined are being, or are to be, performed pursuant to any contract to which the corporation is a party, the court may, if all of the parties to the contract are parties to the proceeding and if it deems the same to be equitable, set aside and enjoin the performance of such contract, and in so doing may allow to the corporation or the other parties to the contract, as the case may be, compensation for the loss or damage sustained by either of them which may result from the action of the court in setting aside and enjoining the performance of such contract, but anticipated profits to be derived from the performance of the contract shall not be awarded by the court as a loss or damage sustained.
Source:
SL 1965, ch 24, §6 (1).
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 22 - Nonprofit Corporations--Formation And General Powers › Section 47-22-71 - Circumstances under which ultra vires may be asserted--Actions by corporation against officers or directors.

47-22-71. Circumstances under which ultra vires may be asserted--Actions by corporation against officers or directors.
Notwithstanding §47-22-69, the fact that a corporation was without capacity or power to do an act or to make or receive a conveyance or transfer of real or personal property may be asserted in a proceeding by the corporation, whether acting directly or through a receiver, trustee, or other legal representative, or through members in a representative suit, against the officers or directors of the corporation for exceeding their authority.
Source:
SL 1965, ch 24, §6 (2).
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 22 - Nonprofit Corporations--Formation And General Powers › Section 47-22-72 - Circumstances under which ultra vires may be asserted--Actions by attorney general to dissolve or enjoin corporation.

47-22-72. Circumstances under which ultra vires may be asserted--Actions by attorney general to dissolve or enjoin corporation.
Notwithstanding §47-22-69, the fact that a corporation is without capacity or power to do an act or to make or receive a conveyance or transfer of real or personal property may be asserted in a proceeding by the attorney general, as provided in chapter 47-26, to dissolve the corporation, or in a proceeding by the attorney general to enjoin the corporation from performing unauthorized acts, or in any other proceeding by the attorney general.
Source:
SL 1965, ch 24, §6 (3).
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 22 - Nonprofit Corporations--Formation And General Powers › Section 47-22-73 - Unauthorized acting as corporation--Liability.

47-22-73. Unauthorized acting as corporation--Liability.
All persons who assume to act as a corporation without authority so to do shall be jointly and severally liable for all debts and liabilities incurred or arising as a result thereof.
Source:
SL 1965, ch 24, §98.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 22 - Nonprofit Corporations--Formation And General Powers › Section 47-22-74 - Legislative power to prescribe additional regulations.

47-22-74. Legislative power to prescribe additional regulations.
The Legislature shall at all times have power to prescribe such regulations, provisions, and limitations as it may deem advisable, which regulations, provisions, and limitations shall be binding upon any and all corporations subject to the provisions of chapters 47-22 to 47-28, inclusive, and the Legislature shall have power to amend, repeal, or modify said chapters at pleasure.
Source:
SL 1965, ch 24, §100.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 22 - Nonprofit Corporations--Formation And General Powers › Section 47-22-74.1 - Privacy protection policy for social security numbers of volunteers.

47-22-74.1. Privacy protection policy for social security numbers of volunteers.
Before a nonprofit corporation in the regular course of business or in the provision of services requests that a volunteer provide the volunteer's social security number, the corporation shall adopt a privacy protection policy that sets forth the manner in which the corporation intends to secure and protect any social security numbers in its possession or in the possession of a third party with whom the corporation shares or will share the numbers. The policy must specify measures that limit access to social security numbers and processes and procedures that mitigate against the improper disclosure of social security numbers. The corporation shall:
(1)Provide the policy to any volunteer who has been requested to provide the volunteer's social security number to the nonprofit corporation; and
(2)Make the policy available in printed form, upon request.
Source:
SL 2019, ch 197, §1.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 22 - Nonprofit Corporations--Formation And General Powers › Section 47-22-75 - Prior incorporations validated--Previously pending actions.

47-22-75. Prior incorporations validated--Previously pending actions.
All articles of incorporation, including amendments, of any association, society, or corporation established for charitable purposes filed in the Office of the Secretary of State of this state prior to July 1, 1957 which did not set forth the amount of property of any kind such association, society, or corporation might hold or the disposition to be made of its property in case of its dissolution and all acts done in reliance thereon are hereby in all things legalized, cured, and validated and are hereby declared to be in all respects of like force and effect as though such articles had set forth such matters.
No action or proceeding filed and pending on July 1, 1957 shall be barred or the rights of any party thereto in any manner affected by the enactment of this section.
Source:
SL 1957, ch 506, §§1, 2; SDC Supp 1960, §65.0338.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 22 - Nonprofit Corporations--Formation And General Powers › Section 47-22-76 - Rights vested under prior statutes unaffected.

47-22-76. Rights vested under prior statutes unaffected.
No rights, privileges, and immunities vested or accrued by and under prior statutes repealed by chapter 24 of the Session Laws of 1965, no suit pending, no rights of action conferred, and no duties, restrictions, liabilities, and penalties imposed or required by and under such statutes shall be impaired, diminished, or affected thereby.
Source:
SL 1965, ch 24, §101.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 22 - Nonprofit Corporations--Formation And General Powers › Section 47-22-77 - Severability and saving clause.

47-22-77. Severability and saving clause.
If a court of competent jurisdiction shall adjudge to be invalid or unconstitutional any clause, sentence, paragraph, section, or part of chapters 47-22 to 47-28, inclusive, such judgment or decree shall not affect, impair, invalidate, or nullify the remainder of said chapters, but the effect thereof shall be confined to the clause, sentence, paragraph, section, or part of said chapters so adjudged to be invalid or unconstitutional.
Source:
SL 1965, ch 24, §102.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 22 - Nonprofit Corporations--Formation And General Powers › Section 47-22-78 - Citation of nonprofit corporation law.

47-22-78. Citation of nonprofit corporation law.
Chapters 47-22 to 47-28, inclusive, shall be known and may be cited as the "South Dakota Nonprofit Corporation Act."
Source:
SL 1965, ch 24, §1.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 23 - Nonprofit Corporations--Members, Directors, Officers And Agents › Section 47-23-1 - Classes of members--Corporations without members--Articles of incorporation as governing--Certificates of membership.

47-23-1. Classes of members--Corporations without members--Articles of incorporation as governing--Certificates of membership.
A corporation may have one or more classes of members or may have no members. If the corporation has one or more classes of members, the designation of such class or classes and the qualifications and rights of the members of each class shall be set forth in the articles of incorporation or by the bylaws. A corporation may issue certificates evidencing membership therein.
Source:
SL 1965, ch 24, §12.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 23 - Nonprofit Corporations--Members, Directors, Officers And Agents › Section 47-23-2 - Exoneration from personal liability.

47-23-2. Exoneration from personal liability.
The directors, officers, employees, and members of the corporation shall not, as such, be liable on its obligations.
Source:
SDC 1939, §11.1406; SL 1965, ch 24, §12.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 23 - Nonprofit Corporations--Members, Directors, Officers And Agents › Section 47-23-2.1 - Liability of director, trustee, committee member, or officer serving without compensation.

47-23-2.1. Liability of director, trustee, committee member, or officer serving without compensation.
No director, trustee, committee member, or officer serving without compensation, other than reimbursement for actual expenses, of any corporation organized under this chapter or under similar laws of another state, or any hospital organized pursuant to chapter 34-8, 34-9, or 34-10 is liable, and no cause of action may be brought, for damages resulting from the exercise of judgment or discretion in connection with the duties or responsibilities of such director, trustee, committee member, or officer while acting in an official capacity as such director, trustee, committee member, or officer, unless the act or omission involved willful or wanton misconduct. The immunity provided by this section applies to any member of an advisory board, serving without compensation, other than reimbursement for actual expenses, of any corporation described by this section.
Source:
SL 1987, ch 343, §1; SL 2006, ch 230, §1; SL 2016, ch 221, §5.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 23 - Nonprofit Corporations--Members, Directors, Officers And Agents › Section 47-23-3 - Members' meetings--Time and place.

47-23-3. Members' meetings--Time and place.
Meetings of members of a corporation may be held via electronic communication or at such place, either within or without this state, as may be provided in the articles or bylaws. In the absence of any such provision, all meetings shall be held at the registered office of the corporation in this state, unless a special meeting is called and held electronically pursuant to § 47-23-5.
Source:
SDC 1939, §§11.1301, 11.1408; SL 1965, ch 24, §15; SL 2021, ch 195, § 2, eff. Mar. 3, 2021.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 23 - Nonprofit Corporations--Members, Directors, Officers And Agents › Section 47-23-4 - Annual members' meeting--Time and place--Failure to hold meeting.

47-23-4. Annual members' meeting--Time and place--Failure to hold meeting.
An annual meeting of the members of a corporation shall be held at such time as may be provided in the bylaws. Failure to hold the annual meeting at the designated time shall not work a forfeiture or dissolution of the corporation. The articles of incorporation or bylaws may provide that an annual or regular meeting of members does not need to be held at a geographic location and may instead be held by any means of electronic communication which allows the members to read or hear the proceedings substantially concurrently with their occurrence, vote on matters submitted to the members, pose questions, and make comments.
Source:
SL 1965, ch 24, §15; SL 2016, ch 221, §6.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 23 - Nonprofit Corporations--Members, Directors, Officers And Agents › Section 47-23-5 - Special meetings--Electronic communication.

47-23-5. Special meetings--Electronic communication.
Special meetings of the members of a corporation may be called by the president or by the board of directors. Special meetings of the members may also be called by such other officers or persons or number or proportion of members as may be provided in the articles of incorporation or the bylaws. In the absence of a provision fixing the number or proportion of members entitled to call a meeting, a special meeting of members may be called by members having one-twentieth of the votes entitled to be cast at such meeting. The call of a special meeting may provide that the meeting be held by any means of electronic communication that allows the members to:
(1)Substantially see or hear the proceedings concurrently with their occurrence;
(2)Vote on matters submitted to the members; and
(3)Pose questions and make comments.
Source:
SL 1965, ch 24, §15; SL 2021, ch 195, § 3, eff. Mar. 3, 2021.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 23 - Nonprofit Corporations--Members, Directors, Officers And Agents › Section 47-23-6 - Taking action without meeting--Written consent--Effect of written consent.

47-23-6. Taking action without meeting--Written consent--Effect of written consent.
Any action required by chapters 47-22 to 47-28, inclusive, to be taken at a meeting of the members or directors of a corporation, or any action which may be taken at a meeting of the members or directors or of a committee of directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all the members entitled to vote with respect to the subject matter thereof, or all of the directors, or all of the members of the committee of directors, as the case may be. If permitted in the articles of incorporation or the bylaws, such consent and signature may be transmitted by any reasonable means including, but not limited to, traditional mail, hand delivery, email, or electronic facsimile.
Such consent shall have the same force and effect as a unanimous vote, and may be stated as such in any articles or document filed with the secretary of state under chapters 47-22 to 47-28, inclusive.
Source:
SL 1965, ch 24, §97; SL 2016, ch 221, §7.