reglab/statecodes huggingface dataset:
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 14B - South Dakota Foreign Business Trust Act › Section 47-14B-8 - Resignation of foreign business trust registered agent--Successor--Appointment.

47-14B-8. Resignation of foreign business trust registered agent--Successor--Appointment.
The registered agent of one or more foreign business trusts may resign and appoint a successor registered agent by paying a fee as set forth in §47-14B-22 and filing a certificate with the secretary of state, stating that it resigns and the name and address of the successor registered agent. There shall be attached to such certificate a statement executed by each affected foreign business trust ratifying and approving such change of registered agent. Upon such filing, the successor registered agent shall become the registered agent of such foreign business trust as has ratified and approved such substitution and the successor registered agent's address, as stated in such certificate, shall become the address of each such foreign business trust's registered office in the state. The secretary of state shall furnish to the successor registered agent a certified copy of the certificate of resignation. Filing of such certificate of resignation shall be deemed to be an amendment of the application of each foreign business trust affected thereby and each such foreign business trust need not take any further action with respect thereto, to amend its application under §47-14B-10.
Source:
SL 2001, ch 245, §104.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 14B - South Dakota Foreign Business Trust Act › Section 47-14B-9 - Resignation of foreign business trust registered agent--No successor appointed.

47-14B-9. Resignation of foreign business trust registered agent--No successor appointed.
The registered agent of a foreign business trust may resign without appointing a successor registered agent by paying a fee as set forth in §47-14B-22 and filing a certificate with the secretary of state stating that it resigns as registered agent for the foreign business trust identified in the certificate, but such resignation shall not become effective until one hundred twenty days after the certificate is filed. There shall be attached to such certificate an affidavit of such registered agent, if an individual, or of the president, a vice president or the secretary thereof if a corporation, that at least thirty days prior to and on or about the date of the filing of the certificate, notices were sent by certified or registered mail to the foreign business trusts for which such registered agent is resigning as registered agent, at the principal office thereof within or outside the state, if known to such registered agent or, if not, to the last known address of the attorney or other individual at whose request such registered agent was appointed for such foreign business trust, of the resignation of such registered agent. After receipt of the notice of the resignation of its registered agent, the foreign business trust for which such registered agent was acting shall obtain and designate a new registered agent, to take the place of the registered agent so resigning. If such foreign business trust fails to obtain and designate a new registered agent as aforesaid prior to the expiration of the period of one hundred twenty days after the filing by the registered agent of the certificate of resignation, such foreign business trust may not be permitted to do business in the state and its registration shall be deemed to be canceled. After the resignation of the registered agent has become effective as provided in this section and if no new registered agent has been obtained and designated in the time and manner aforesaid, service of legal process against the foreign business trust for which the resigned registered agent had been acting shall thereafter be upon the secretary of state in accordance with §47-14B-19.
Source:
SL 2001, ch 245, §105.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 14B - South Dakota Foreign Business Trust Act › Section 47-14B-10 - Correction of false application of foreign business trust.

47-14B-10. Correction of false application of foreign business trust.
If any statement in the application for registration of a foreign business trust was false when made or any arrangements or other facts described have changed, making the application false in any respect, the foreign business trust shall promptly file in the Office of the Secretary of State a certificate, executed by a trustee or other authorized person, correcting such statement, together with a fee as set forth in §47-14B-22.
Source:
SL 2001, ch 245, §106.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 14B - South Dakota Foreign Business Trust Act › Section 47-14B-11 - Canceling a foreign business trust.

47-14B-11. Canceling a foreign business trust.
A foreign business trust may cancel its registration by filing with the secretary of state a certificate of cancellation, executed by a trustee or other authorized person, together with a fee as set forth in §47-14B-22. A cancellation does not terminate the authority of the secretary of state to accept service of process on the foreign business trust with respect to causes of action arising out of the doing of business in the state.
Source:
SL 2001, ch 245, §107.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 14B - South Dakota Foreign Business Trust Act › Section 47-14B-12 - Action, suit, or proceeding by foreign business trust.

47-14B-12. Action, suit, or proceeding by foreign business trust.
A foreign business trust doing business in the state may not maintain any action, suit, or proceeding in the state until it has registered in the state, and has paid to the state all fees and penalties for the years or parts thereof, during which it did business in the state without having registered.
Source:
SL 2001, ch 245, §108.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 14B - South Dakota Foreign Business Trust Act › Section 47-14B-13 - Failure of foreign business trust to register.

47-14B-13. Failure of foreign business trust to register.
The failure of a foreign business trust to register in the state does not:
(1)Impair the validity of any contract or act of the foreign business trust;
(2)Impair the right of any other party to the contract to maintain any action, suit, or proceeding on the contract; or
(3)Prevent the foreign business trust from defending any action, suit, or proceeding in any court of the state.
Source:
SL 2001, ch 245, §109.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 14B - South Dakota Foreign Business Trust Act › Section 47-14B-14 - Liability of beneficial owner or trustee of foreign business trust.

47-14B-14. Liability of beneficial owner or trustee of foreign business trust.
A beneficial owner or a trustee of a foreign business trust is not liable for the obligations of the foreign business trust solely by reason of the business trust's having done business in the state without registration.
Source:
SL 2001, ch 245, §110.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 14B - South Dakota Foreign Business Trust Act › Section 47-14B-15 - Jurisdiction of circuit court for failure to register or for false registration.

47-14B-15. Jurisdiction of circuit court for failure to register or for false registration.
The circuit court shall have jurisdiction to enjoin any foreign business trust, or any agent thereof, from doing any business in the state if such foreign business trust has failed to register under this section or if such foreign business trust has secured a certificate of the secretary of state on the basis of false or misleading representations. The attorney general shall, upon the attorney general's own motion or upon the relation of proper parties, proceed for this purpose by complaint in any county in which such foreign business trust is doing or has done business.
Source:
SL 2001, ch 245, §111.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 14B - South Dakota Foreign Business Trust Act › Section 47-14B-16 - Application of § 47-14A-51.

47-14B-16. Application of §47-14A-51.
Section 47-14A-51 is also applicable to foreign business trusts as if they were domestic business trusts.
Source:
SL 2001, ch 245, §112.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 14B - South Dakota Foreign Business Trust Act › Section 47-14B-17 - Service of process on foreign business trust.

47-14B-17. Service of process on foreign business trust.
Service of legal process upon any foreign business trust shall be made by delivering a copy personally to any trustee of the foreign business trust in the state or the registered agent of the foreign business trust in the state, or by leaving it at the dwelling house or usual place of abode in the state of any such trustee or registered agent (if the registered agent be an individual), or at the registered office or other place of business of the foreign business trust in the state. If the registered agent be a corporation, service of process upon it as such may be made by serving, in the state, a copy thereof on the president, vice president, secretary, assistant secretary, or any director of the corporate registered agent. Service by copy left at the dwelling house or usual place of abode of any trustee or registered agent, or at the registered office or other place of business of the foreign business trust in the state, to be effective, must be delivered thereat at least six days before the return date of the process, and in the presence of an adult person, and the officer serving the process shall distinctly state the manner of service in the officer's return thereto. Process returnable forthwith must be delivered personally to the trustee or registered agent.
Source:
SL 2001, ch 245, §113.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 14B - South Dakota Foreign Business Trust Act › Section 47-14B-18 - Service of process when due diligence fails.

47-14B-18. Service of process when due diligence fails.
In case the officer whose duty it is to serve legal process cannot by due diligence serve the process in any manner provided for by §47-14B-17, the process against the foreign business trust may be served upon the secretary of state, and such service shall be as effectual for all intents and purposes as if made in any of the ways provided for in §47-14B-17. In the event service is effected through the secretary of state in accordance with this section, the secretary of state shall forthwith notify the foreign business trust by letter, certified mail, return receipt requested, directed to the foreign business trust at its last registered office. Such letter shall enclose a copy of the process and any other papers served on the secretary of state pursuant to this section. The plaintiff shall, in the event of such service, serve process and any other papers in duplicate, notify the secretary of state that service is being effected pursuant to this section, and to pay to the secretary of state the sum of fifty dollars for the use of the state, which sum shall be taxed as a part of the costs in the proceeding if the plaintiff shall prevail therein. The secretary of state shall maintain an alphabetical record of any such service setting forth the name of the plaintiff and defendant, the title, docket number, and nature of the proceeding in which process has been served upon the secretary of state, the fact that service has been effected pursuant to this section, the return date thereof and the day and hour when the service was made. The secretary of state need not retain such information for a period longer than five years from receipt of the service of process.
Source:
SL 2001, ch 245, §114.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 14B - South Dakota Foreign Business Trust Act › Section 47-14B-19 - Service of process on unregistered foreign business trust.

47-14B-19. Service of process on unregistered foreign business trust.
Any foreign business trust which does business in the state without having registered under this chapter shall be deemed to have thereby appointed and constituted the secretary of state its agent for the acceptance of legal process in any civil action, suit, or proceeding against it in any state or federal court in the state arising or growing out of any business done by it within the state. The doing of business in the state by such foreign business trust shall be a signification of the agreement of such foreign business trust that any such process when so served shall be of the same legal force and validity as if served upon an authorized manager or agent personally within the state.
Source:
SL 2001, ch 245, §115.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 14B - South Dakota Foreign Business Trust Act › Section 47-14B-20 - "Doing business" defined.

47-14B-20."Doing business" defined.
Whenever the words, doing business, the doing of business, or business done in this state, by any such foreign business trust are used in this section, they mean the course or practice of carrying on any business activities in the state.
Source:
SL 2001, ch 245, §116.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 14B - South Dakota Foreign Business Trust Act › Section 47-14B-21 - Service upon secretary of state--Notice to foreign business trust.

47-14B-21. Service upon secretary of state--Notice to foreign business trust.
In the event of service upon the secretary of state, the secretary of state shall forthwith notify the foreign business trust thereof by letter, certified mail, return receipt requested, directed to the foreign business trust at the address furnished to the secretary of state by the plaintiff in such action, suit, or proceeding. Such letter shall enclose a copy of the process and any other papers served upon the secretary of state. The plaintiff shall, in the event of such service, serve process and any other papers in duplicate, notify the secretary of state that service is being made pursuant to this section, and pay to the secretary of state the sum of fifty dollars for the use of the state, which sum shall be taxed as part of the costs in the proceeding, if the plaintiff shall prevail therein. The secretary of state shall maintain an alphabetical record of any such process setting forth the name of the plaintiff and defendant, the title, docket number, and nature of the proceeding in which process has been served upon the secretary of state, the return date thereof, and the day and hour when the service was made. The secretary of state need not retain such information for a period longer than five years from receipt of the service of process.
Source:
SL 2001, ch 245, §117.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 14B - South Dakota Foreign Business Trust Act › Section 47-14B-22 - Filing fees-Documents not effective until fee paid.

47-14B-22. Filing fees-Documents not effective until fee paid.
No document required to be filed under this chapter is effective until the applicable fee required by this section is paid. The following fees shall be paid to and collected by the secretary of state for the use of the state:
(1)Upon receipt for filing of an application for registration as a foreign business trust, a certificate, or a certificate of cancellation, a fee of one hundred twenty-five dollars; and
(2)Upon the receipt for filing of a certificate, a fee of fifty dollars.
Source:
SL 2001, ch 245, §118; SL 2009, ch 4, §14.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 14B - South Dakota Foreign Business Trust Act › Section 47-14B-23 - Application of chapter.

47-14B-23. Application of chapter.
This chapter applies to all business trusts of the type described in this chapter now existing or hereafter created and all such business trusts existing on July 1, 2001, desiring to continue operations must have registered under the provisions of this chapter by filing in the Office of the Secretary of State a declaration of trust and paying a fee of fifty dollars prior to September 30, 2001.
Source:
SL 2001, ch 245, §119.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 14B - South Dakota Foreign Business Trust Act › Section 47-14B-24 - Compliance with requirements--Violation.

47-14B-24. Compliance with requirements--Violation.
No person may transact or conduct any business, within this state, under any business trust without first complying with the provisions and requirements of this chapter. A violation of this section is a Class 1 misdemeanor.
Source:
SL 2001, ch 245, §120.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 15 - Cooperatives--Formation And General Powers › Section 47-15-1 - Definitions.

47-15-1. Definitions.
Terms used in chapters 47-15 to 47-20, inclusive, mean:
(1)"Articles," articles of incorporation;
(2)"Cooperative," a cooperative corporation which is subject to the provisions of chapters 47-15 to 47-20, inclusive;
(3)"Corporation," a corporation which is not a cooperative;
(4)"Electronic transmission" or "electronically transmitted," any process of communication not directly involving the physical transfer of paper that is suitable for the retention, retrieval, and reproduction of information by the recipient;
(5)"Entity," a domestic and foreign corporation, limited liability company, partnership, cooperative or other legal entity, trust, domestic and foreign unincorporated entity or association, and bodies politic;
(6)"Foreign cooperative," a cooperative association organized and operated on a cooperative basis under the laws of any other state, territory, or possession of the United States, or of the District of Columbia or any foreign state, province, or country;
(7)"Individual," any natural person;
(8)"Member," a person who has been qualified and accepted for membership in a cooperative;
(9)"Patron," any person who purchases products or services provided in the normal course of the business of a cooperative. The term "patron" does not include a telecommunications company which purchases any products or services from a telecommunications cooperative or pays any fees or settlements to a telecommunications cooperative, other than local telecommunications services; and
(10)"Person," an entity or individual entity.
Source:
SDC 1939 §11.1101; SL 1949, ch 23; SL 1965, ch 23, §1; SL 1987, ch 342; SL 1994, ch 351, §120; SL 2018, ch 260, §1.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 15 - Cooperatives--Formation And General Powers › Section 47-15-2 - Purposes--Banking and insurance prohibited.

47-15-2. Purposes--Banking and insurance prohibited.
Cooperatives may be organized under this chapter for any lawful purpose except banking and insurance.
Source:
SDC 1939, §11.1102 as enacted by SL 1965, ch 23, §1; SL 1978, ch 337.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 15 - Cooperatives--Formation And General Powers › Section 47-15-3 - Requisites for formation.

47-15-3. Requisites for formation.
Three or more individuals of legal age, one of whom must be a resident, may form a cooperative by signing, acknowledging, filing, and recording articles of incorporation.
Source:
SDC 1939, §11.1104 as enacted by SL 1965, ch 23, §1; SL 2018, ch 260, §2.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 15 - Cooperatives--Formation And General Powers › Section 47-15-4 - Articles of incorporation--Contents.

47-15-4. Articles of incorporation--Contents.
The articles of incorporation shall set forth that they are executed pursuant to the provisions of this chapter and shall state:
(1)The name of the cooperative;
(2)The period of existence, unless perpetual;
(3)The purposes for which organized. It is sufficient to state that the cooperative may engage in any activity within the purposes for which cooperatives may be organized, and all such activities shall then be deemed within its purposes, subject to express limitations;
(4)Whether the cooperative is organized with or without capital stock;
(5)The designation of classes of members, if more than one;
(6)The number and par value of shares of each authorized class of stock; if more than one class is authorized, the designation, preferences, limitations, and relative rights of each class shall also be set forth;
(7)Which classes of stock are membership stock;
(8)As to each class of stock, the rate of dividend, or that the rate of dividend may be fixed by the board, or that no dividend will be paid;
(9)Any reservation of a right to acquire or recall any stock;
(10)The basis of distribution of assets in the event of liquidation;
(11)The municipality in this state in which the cooperative's principal office is to be located and the information required by §59-11-6;
(12)The number of directors, or that the number of directors shall be as stated in the bylaws;
(13)The name and address of each incorporator; and
(14)The names and addresses of at least three incorporators who will act as the temporary board and will serve until the first annual meeting of members or stockholders.
Source:
SDC 1939, §11.1105 as enacted by SL 1965, ch 23, §1; SL 1966, ch 16, §1; SL 1989, ch 390, §1; SL 1990, ch 367, §10; SL 1992, ch 60, §2; SL 2008, ch 275, §55.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 15 - Cooperatives--Formation And General Powers › Section 47-15-5 - Particular provisions in articles or bylaws.

47-15-5. Particular provisions in articles or bylaws.
It is not necessary to set forth in the articles of incorporation any of the powers granted by chapters 47-15 to 47-20, inclusive. The articles may include additional provisions, consistent with law, including provisions which are required or permitted to be set forth in the bylaws. Any provision required or permitted in the bylaws has equal force and effect if stated in the articles. Whenever a provision of the articles is inconsistent with a bylaw, the articles control. The bylaws of a cooperative may contain any provisions for the regulation and maintenance of the affairs of the cooperative not inconsistent with law or the articles of incorporation.
Source:
SDC 1939, §11.1106 as enacted by SL 1965, ch 23, §1; SL 2000, ch 220, §3.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 15 - Cooperatives--Formation And General Powers › Section 47-15-6 - Filing articles with secretary of state--Beginning of corporate existence.

47-15-6. Filing articles with secretary of state--Beginning of corporate existence.
The original articles of incorporation, duly signed, shall be delivered to the secretary of state for filing and recording. The legal corporate existence of a cooperative begins when the articles are so delivered.
Source:
SDC 1939, §11.1107 as enacted by SL 1965, ch 23, §1; SL 1989, ch 390, §2; SL 2012, ch 222, §2.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 15 - Cooperatives--Formation And General Powers › Section 47-15-7 - Issuance of certificate of incorporation--Certificate as conclusive evidence of proper incorporation.

47-15-7. Issuance of certificate of incorporation--Certificate as conclusive evidence of proper incorporation.
Upon receipt of the articles of incorporation and payment of the required fees the secretary of state shall issue a certificate of incorporation. The certificate of incorporation shall be conclusive evidence, except as against the state in a proceeding to cancel or revoke such certificate, that all conditions precedent to corporate existence have been met.
Source:
SDC 1939, §11.1108 as enacted by SL 1965, ch 23, §1.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 15 - Cooperatives--Formation And General Powers › Section 47-15-8 - Amendment of articles--Majority vote required.

47-15-8. Amendment of articles--Majority vote required.
At any member meeting, a cooperative may adopt any amendment to its articles which is lawful under §§47-15-4 and 47-15-5, if a statement of the proposed amendment was contained in the notice of the meeting.
An amendment is adopted if approved by a majority of any quorum of members voting thereon at the meeting.
Source:
SDC 1939, §11.1135 as enacted by SL 1965, ch 23, §1; SL 1986, ch 387.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 15 - Cooperatives--Formation And General Powers › Section 47-15-9 - Procedure for amending articles.

47-15-9. Procedure for amending articles.
When any amendment to the articles is adopted, the president and secretary of the cooperative shall prepare and sign in duplicate, a certificate sealed with the seal of the cooperative, if it has a seal, stating:
(1)The name of the cooperative;
(2)The amendment and date of adoption;
(3)The number of members voting for and against the amendment;
(4)The number of members attending the meeting and a statement that such number constituted a quorum of members;
(5)That the notice of the meeting of members was given as required by law.
Source:
SDC 1939, §11.1136 (1) as enacted by SL 1965, ch 23, §1.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 15 - Cooperatives--Formation And General Powers › Section 47-15-10 - Filing with secretary of state--Certificate of amendment.

47-15-10. Filing with secretary of state--Certificate of amendment.
One copy of the certificate required by §47-15-9 shall be retained in the records of the cooperative and one copy shall be filed and recorded in the Office of the Secretary of State, who shall issue a certificate of amendment thereon.
Source:
SDC 1939, §11.1136 (2) as enacted by SL 1965, ch 23, §1.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 15 - Cooperatives--Formation And General Powers › Section 47-15-11 - Effect of amendment.

47-15-11. Effect of amendment.
No amendment to the articles may affect any existing cause of action or proceeding to which the cooperative is a party or existing rights of persons other than members or stockholders.
Source:
SDC 1939, §11.1136 (3) as enacted by SL 1965, ch 23, §1.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 15 - Cooperatives--Formation And General Powers › Section 47-15-12 - Articles and bylaws--Action to invalidate amendment--Limitations.

47-15-12. Articles and bylaws--Action to invalidate amendment--Limitations.
No action may be maintained to invalidate any amendment to the articles or bylaws because of the manner of its adoption unless commenced within two years after its adoption.
Source:
SDC 1939, §11.1136 (4) as enacted by SL 1965, ch 23, §1; SL 2021, ch 194, § 1.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 15 - Cooperatives--Formation And General Powers › Section 47-15-13 - Bankruptcy proceeding as amendment.

47-15-13. Bankruptcy proceeding as amendment.
Certified copies of any order of a court of the United States, in proceedings under the bankruptcy laws, shall be filed and recorded as an amendment if the order effects an amendment to the articles. The principal officers of a cooperative shall cause each order to be promptly filed and recorded after it becomes final.
Source:
SDC 1939, §11.1138 as enacted by SL 1965, ch 23, §1.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 15 - Cooperatives--Formation And General Powers › Section 47-15-14 - Amendment converting corporation to cooperative.

47-15-14. Amendment converting corporation to cooperative.
Any corporation may convert itself into a cooperative by adopting an amendment to its articles by which it elects to become subject to chapters 47-15 to 47-20, inclusive, together with changes in its articles required by said chapters and other desirable changes permitted by said chapters. Such amendment shall be adopted, filed, and recorded in the manner provided by the law then applicable to the corporation and the conversion shall be effective upon issuance of the certificate of amendment by the secretary of state.
Source:
SDC 1939, §11.1142 as enacted by SL 1965, ch 23, §1; SL 1976, ch 287, §2.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 15 - Cooperatives--Formation And General Powers › Section 47-15-15 - Adoption of restated articles.

47-15-15. Adoption of restated articles.
A cooperative may, by action taken in the manner required for an amendment, adopt restated articles which shall state that they supersede existing articles and amendments. Restated articles shall meet all requirements of original articles.
Source:
SDC 1939, §11.1137 as enacted by SL 1965, ch 23, §1; SL 1977, ch 381, §9.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 15 - Cooperatives--Formation And General Powers › Section 47-15-16 - Bylaws--Adoption and amendment.

47-15-16. Bylaws--Adoption and amendment.
Bylaws may be adopted and amended only by the members, unless the members adopt a bylaw which permits the board to make and amend specified bylaws. Any bylaw adopted or amended by the board shall be reported at the next regular member meeting. Any such bylaw shall be at any time subject to amendment or repeal by the members.
Source:
SDC 1939, §11.1109 as enacted by SL 1965, ch 23, §1.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 15 - Cooperatives--Formation And General Powers › Section 47-15-17 - Bylaws--Majority vote.

47-15-17. Bylaws--Majority vote.
Unless the bylaws provide otherwise, any bylaw may be adopted, amended, or repealed by a majority of the members present at a meeting, provided that the members voting must be sufficient in number to constitute a quorum as provided in chapter 47-16 or by bylaws.
Source:
SDC 1939, §11.1109 as enacted by SL 1965, ch 23, §1.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 15 - Cooperatives--Formation And General Powers › Section 47-15-20 - Offices and agents of preexisting cooperatives.

47-15-20. Offices and agents of preexisting cooperatives.
For the purposes of chapters 47-15 to 47-20, inclusive, the street address, or the statement concerning the address, of a cooperative existing on July 1, 1965, becoming subject to said chapters, as set forth in the articles for its business office, shall be considered its registered office and the secretary of the cooperative shall be considered its registered agent unless either is amended pursuant to §47-20-17.
Source:
SDC 1939, §11.1110 as enacted by SL 1965, ch 23, §1; SL 1989, ch 390, §3; SL 1990, ch 367, §11.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 15 - Cooperatives--Formation And General Powers › Section 47-15-27 - Powers of cooperatives--Existence.

47-15-27. Powers of cooperatives--Existence.
Unless otherwise provided by its articles, a cooperative may exist perpetually.
Source:
SDC 1939, §11.1103 (1) as enacted by SL 1965, ch 23, §1.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 15 - Cooperatives--Formation And General Powers › Section 47-15-28 - Powers of cooperatives--Actions.

47-15-28. Powers of cooperatives--Actions.
Unless otherwise provided by its articles, a cooperative may sue and be sued.
Source:
SDC 1939, §11.1103 (2) as enacted by SL 1965, ch 23, §1.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 15 - Cooperatives--Formation And General Powers › Section 47-15-29 - Powers of cooperatives--Seals.

47-15-29. Powers of cooperatives--Seals.
Unless otherwise provided by its articles, a cooperative may have a seal.
Source:
SDC 1939, §11.1103 (3) as enacted by SL 1965, ch 23, §1.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 15 - Cooperatives--Formation And General Powers › Section 47-15-30 - Powers of cooperatives--Contracts--Encumbrances.

47-15-30. Powers of cooperatives--Contracts--Encumbrances.
Unless otherwise provided by its articles, a cooperative may
(1)Make contracts, incur liabilities, and borrow money;
(2)Issue certificates representing indebtedness, or representing equity interests in its assets;
(3)Acquire property;
(4)Dispose of, mortgage, pledge, lease, or otherwise use in any manner any of its property, or any interest therein, wherever situated.
Source:
SDC 1939, §11.1103 (4) as enacted by SL 1965, ch 23, §1.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 15 - Cooperatives--Formation And General Powers › Section 47-15-31 - Powers of cooperatives--Securities holdings.

47-15-31. Powers of cooperatives--Securities holdings.
Unless otherwise provided by its articles, a cooperative may 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 cooperatives and corporations, 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:
SDC 1939, §11.1103 (5) as enacted by SL 1965, ch 23, §1.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 15 - Cooperatives--Formation And General Powers › Section 47-15-32 - Powers of cooperatives--Investments and lending.

47-15-32. Powers of cooperatives--Investments and lending.
Unless otherwise provided by its articles, a cooperative may invest its funds, lend money for its purposes, and hold any property as security for repayment.
Source:
SDC 1939, §11.1103 (6) as enacted by SL 1965, ch 23, §1.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 15 - Cooperatives--Formation And General Powers › Section 47-15-33 - Powers of cooperatives--Territorial.

47-15-33. Powers of cooperatives--Territorial.
Unless otherwise provided by its articles, a cooperative may conduct its business and affairs and have offices and exercise its powers in the United States or in any foreign country.
Source:
SDC 1939, §11.1103 (7) as enacted by SL 1965, ch 23, §1.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 15 - Cooperatives--Formation And General Powers › Section 47-15-34 - Powers of cooperatives--Officers and agents.

47-15-34. Powers of cooperatives--Officers and agents.
Unless otherwise provided by its articles, a cooperative may elect officers and appoint agents, define their duties, and fix their compensation.
Source:
SDC 1939, §11.1103 (8) as enacted by SL 1965, ch 23, §1.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 15 - Cooperatives--Formation And General Powers › Section 47-15-35 - Powers of cooperatives--Bylaws.

47-15-35. Powers of cooperatives--Bylaws.
Unless otherwise provided by its articles, a cooperative may make and alter bylaws, consistent with its articles and the laws of this state, for the administration and regulation of its affairs.
Source:
SDC 1939, §11.1103 (9) as enacted by SL 1965, ch 23, §1.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 15 - Cooperatives--Formation And General Powers › Section 47-15-36 - Powers of cooperatives--Donations.

47-15-36. Powers of cooperatives--Donations.
Unless otherwise provided by its articles, a cooperative may make donations for charitable, scientific, educational, or religious purposes.
Source:
SDC 1939, §11.1103 (10) as enacted by SL 1965, ch 23, §1.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 15 - Cooperatives--Formation And General Powers › Section 47-15-37 - Powers of cooperatives--Indemnification of agents.

47-15-37. Powers of cooperatives--Indemnification of agents.
Unless otherwise provided by its articles, a cooperative may indemnify any present or former director, officer, or agent against actual expenses necessarily incurred in defense of any proceeding in which he is a party because he is or was such director, officer, or agent. This section does not apply to those proceedings in which he is adjudged liable for negligence or misconduct in the performance of duty. Such indemnification shall not be exclusive of other rights to which he may be entitled.
Source:
SDC 1939, §11.1103 (11) as enacted by SL 1965, ch 23, §1.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 15 - Cooperatives--Formation And General Powers › Section 47-15-38 - Powers of cooperatives--Cessation of activities.

47-15-38. Powers of cooperatives--Cessation of activities.
Unless otherwise provided by its articles, a cooperative may cease its activities and surrender its franchise.
Source:
SDC 1939, §11.1103 (12) as enacted by SL 1965, ch 23, §1.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 15 - Cooperatives--Formation And General Powers › Section 47-15-39 - Powers of cooperatives--Effectuation of purpose.

47-15-39. Powers of cooperatives--Effectuation of purpose.
Unless otherwise provided by its articles, a cooperative may exercise all powers necessary or convenient to effect its purposes.
Source:
SDC 1939, §11.1103 (13) as enacted by SL 1965, ch 23, §1.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 15 - Cooperatives--Formation And General Powers › Section 47-15-40 - Promotion expenses--Commissions on stock sales--Limitations.

47-15-40. Promotion expenses--Commissions on stock sales--Limitations.
No cooperative funds may be used, nor any stock issued, in payment of any promotion expenses in excess of ten percent of the paid-up capital stock or membership fees. No commission or expenses shall be paid on the sale of stock in excess of ten percent of the par value thereof.
Source:
SDC 1939, §11.1112 as enacted by SL 1965, ch 23, §1.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 15 - Cooperatives--Formation And General Powers › Section 47-15-41 - Use of term "cooperative".

47-15-41. Use of term "cooperative".
The term "cooperative" or any variation thereof, may be used either by any cooperative organized under this chapter or under other laws of this state relating to cooperative corporations, or by any foreign cooperative licensed to do business in this state or by any association of cooperatives, or corporations, whose members are cooperatives.
Source:
SDC 1939, §11.1155 (1) as enacted by SL 1965, ch 23, §1.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 15 - Cooperatives--Formation And General Powers › Section 47-15-42 - Unauthorized use of term "cooperative" as petty offense.

47-15-42. Unauthorized use of term "cooperative" as petty offense.
No person other than a cooperative described in §47-15-41 may use the term "cooperative," or any variation thereof, as part of his corporate or other business name or title. No person may in any other manner represent himself to be a cooperative. A violation of this section is a petty offense. Each day of improper use constitutes a separate offense.
Source:
SDC 1939, §11.1155 (2) as enacted by SL 1965, ch 23, §1; SL 1983, ch 15, §37.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 15 - Cooperatives--Formation And General Powers › Section 47-15-43 - Injunction against unauthorized use of term "cooperative".

47-15-43. Injunction against unauthorized use of term "cooperative".
Any cooperative may obtain an injunction against acts prohibited by §47-15-42 without showing any damage to itself.
Source:
SDC 1939, §11.1155 (3) as enacted by SL 1965, ch 23, §1.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 15 - Cooperatives--Formation And General Powers › Section 47-15-44 - Cooperatives governed by chapter--Preexisting cooperatives.

47-15-44. Cooperatives governed by chapter--Preexisting cooperatives.
All foreign and domestic cooperatives are governed by the provisions of chapters 47-15 to 47-20, inclusive, except that application of said chapters to cooperative corporations existing before March 18, 1965, does not affect property rights of stockholders or members in such cooperatives which were accrued or established on March 18, 1965, nor does it affect any liability enforceable at such time, nor does it affect the validity or enforceability of contracts existing before March 18, 1965.
Source:
SDC 1939, §11.1156 as enacted by SL 1965, ch 23, §1.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 15 - Cooperatives--Formation And General Powers › Section 47-15-45 - Continuation of preexisting cooperatives.

47-15-45. Continuation of preexisting cooperatives.
Corporations organized before July 1, 1965, under the provisions of chapters 4.16 and 11.10 of the South Dakota Code of 1939 shall continue in existence, but no new corporations may be formed thereunder.
Source:
SL 1965, ch 23, §2; SL 1966, ch 16, §5.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 15 - Cooperatives--Formation And General Powers › Section 47-15-46 - Duration of existence of preexisting cooperatives.

47-15-46. Duration of existence of preexisting cooperatives.
Cooperatives organized prior to July 1, 1965 under the provisions of chapter 4.16 or 11.10 or 11.11 of the South Dakota Code of 1939 or amendments thereof are granted perpetual existence irrespective of the period of existence set forth in the articles of incorporation. Any such cooperative may nevertheless amend its articles to provide for a limited period of existence.
Source:
SDC 1939, §11.1105 (2) as enacted by SL 1965, ch 23, §1; SL 1966, ch 16, §1.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 15 - Cooperatives--Formation And General Powers › Section 47-15-47 - Method of giving notice--Waiver of notice.

47-15-47. Method of giving notice--Waiver of notice.
If notice is required by chapters 47-15 to 47-20, inclusive, to be given to any person, the notice shall be given either personally, by mail, or electronic transmission. If mailed, the notice is given when deposited in the United States mail, with postage prepaid, addressed to the person's address as it appears on the records of the cooperative. If electronically transmitted, the notice is given when sent.
A signed waiver is equivalent to personal notice to the person so signing.
Source:
SDC 1939, §11.1117 as enacted by SL 1965, ch 23, §1; SL 2018, ch 260, §3.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 15 - Cooperatives--Formation And General Powers › Section 47-15-48 - Cooperatives governed by other laws.

47-15-48. Cooperatives governed by other laws.
The provisions of chapters 47-15 to 47-20, inclusive, shall not apply to cooperatives governed by chapter 40-23 or chapter 47-21.
Source:
SDC 1939, §11.1156 as enacted by SL 1965, ch 23, §1.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 15 - Cooperatives--Formation And General Powers › Section 47-15-49 - Severability and saving clause.

47-15-49. Severability and saving clause.
If any provision of chapters 47-15 to 47-20, inclusive, or the application thereof to any person or circumstance is held invalid, the remainder of said chapters and the application of such provision to other persons or circumstances shall not be held invalid.
Source:
SL 1965, ch 23, §3.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 15 - Cooperatives--Formation And General Powers › Section 47-15-50 - Citation of cooperative provisions.

47-15-50. Citation of cooperative provisions.
Chapters 47-15 to 47-20, inclusive, as amended from time to time may be cited as the "South Dakota Cooperative Association Act."
Source:
SDC 1939, §11.1157 as enacted by SL 1965, ch 23, §1.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 15 - Cooperatives--Formation And General Powers › Section 47-15-51 - Filing false document as felony.

47-15-51. Filing false document as felony.
A person who files, or causes to be filed, a document required to be filed by this chapter, which he knows to be materially false in any respect, is guilty of a Class 6 felony.
Source:
SL 1983, ch 15, §36.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 16 - Cooperatives--Membership, Stock And Distributions › Section 47-16-1 - Classes of members--Provisions in bylaws.

47-16-1. Classes of members--Provisions in bylaws.
A cooperative may have one or more classes of members. Provisions for qualifications, requirements, method of acceptance, terms, conditions, termination, and other incidents of membership shall be set forth in the bylaws. Any person, including a partnership, a firm, an unincorporated association, a cooperative, a corporation, or a body politic, may become a member in accordance with the bylaws.
Source:
SDC 1939, §11.1113 as enacted by SL 1965, ch 23, §1.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 16 - Cooperatives--Membership, Stock And Distributions › Section 47-16-2 - Annual member meeting--Time of meeting.

47-16-2. Annual member meeting--Time of meeting.
An annual member meeting of a cooperative shall be held at the time fixed in or pursuant to the bylaws. In the absence of a bylaw provision, such meeting shall be held within six months after the close of the fiscal year at the call of the president or board of directors.
Source:
SDC 1939, §11.1115 (2) as enacted by SL 1965, ch 23, §1.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 16 - Cooperatives--Membership, Stock And Distributions › Section 47-16-3 - Special meetings.

47-16-3. Special meetings.
Special member meetings of a cooperative may be called by the president, board of directors, or members having one-fifth of the votes entitled to be cast at such meeting.
Source:
SDC 1939, §11.1115 (3) as enacted by SL 1965, ch 23, §1.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 16 - Cooperatives--Membership, Stock And Distributions › Section 47-16-4 - Member meetings--Location--Virtual participation.

47-16-4. Member meetings--Location--Virtual participation.
Unless the articles of incorporation or bylaws provide otherwise, the board of directors shall provide that member meetings of a cooperative are held at the principal office or such other place or by means of communication as the board of directors may determine.
Unless the articles of incorporation or bylaws provide otherwise, the board of directors may allow a member, a delegate, or an alternate to participate in a member meeting by any means of communication through which the member, delegate, or alternate may communicate and vote at the meeting. Participation by such means of communication constitutes presence or attendance at the meeting.
Source:
SDC 1939, §11.1115 (1) as enacted by SL 1965, ch 23, §1; SL 2021, ch 194, § 2.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 16 - Cooperatives--Membership, Stock And Distributions › Section 47-16-5 - Member meetings--Notice--Virtual meeting.

47-16-5. Member meetings--Notice--Virtual meeting.
Written notice of a membership meeting of a cooperative, stating the place, day, and hour, and, in case of a special member meeting the purposes for which the meeting is called, shall be given no fewer than ten nor more than sixty days before the meeting, at the direction of the person calling the meeting.
The place of the meeting or special meeting may be virtual if the written notice specifies a means of communication to conduct the meeting that complies with the provisions of § 47-16-4.
Source:
SDC 1939, §11.1115 (4) as enacted by SL 1965, ch 23, §1; SL 2021, ch 194, § 3.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 16 - Cooperatives--Membership, Stock And Distributions › Section 47-16-6 - Notice to delegates or alternates.

47-16-6. Notice to delegates or alternates.
At any meeting of a cooperative at which members are to be represented by delegates, notice to such members may be given by notifying such delegates and their alternates. Notice may consist of a notice to all members or may be in the form of an announcement at the meeting at which such delegates or alternates were elected.
Source:
SDC 1939, §11.1115 (5) as enacted by SL 1965, ch 23, §1.