reglab/statecodes huggingface dataset:
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 23 - Nonprofit Corporations--Members, Directors, Officers And Agents › Section 47-23-7 - Notice to members of meeting--Manner of giving notice.

47-23-7. Notice to members of meeting--Manner of giving notice.
Unless otherwise provided in the articles of incorporation or the bylaws, written notice stating the place, day, and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than fifty days before the date of the meeting, either personally or by mail, by or at the direction of the president, or the secretary, or the officers or persons calling the meeting, to each member entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the member at his address as it appears on the records of the corporation, with postage thereon prepaid. If permitted in the articles of incorporation or the bylaws, notice of meetings may be given by any reasonable means including, but not limited to, traditional mail, hand delivery, email, or electronic facsimile.
Source:
SL 1965, ch 24, §16; SL 2016, ch 221, §8.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 23 - Nonprofit Corporations--Members, Directors, Officers And Agents › Section 47-23-8 - Articles or bylaws as limiting right to vote--Vote in absence of limitation provision.

47-23-8. Articles or bylaws as limiting right to vote--Vote in absence of limitation provision.
The right of the members, or any class or classes of members, to vote may be limited, enlarged, or denied to the extent specified in the articles of incorporation or the bylaws. Unless so limited, enlarged, or denied, each member, regardless of class, shall be entitled to one vote on each matter submitted to a vote of members.
Source:
SL 1965, ch 24, §17.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 23 - Nonprofit Corporations--Members, Directors, Officers And Agents › Section 47-23-9 - Voting procedure--Proxy votes--Ballots.

47-23-9. Voting procedure--Proxy votes--Ballots.
A member entitled to vote may vote in person or, unless the articles of incorporation or the bylaws otherwise provide, may vote by proxy executed in writing by the member or by his duly authorized attorney in fact. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy. Except as otherwise provided in the articles of incorporation or bylaws, any action that may be taken at any annual, regular, or special meeting of members may be taken without a meeting if the corporation delivers a ballot to every member entitled to vote on the matter. Each ballot must:
(1)Set forth each proposed action;
(2)Provide an opportunity to vote for or against, or withhold a vote for, each proposed action;
(3)Be delivered to each member by any means of transmission set forth in the bylaws or articles of incorporation. If no method is set forth in the bylaws or articles of incorporation, ballots may be delivered by any reasonable means, including, but not limited to, traditional mail, hand delivery, email, or electronic facsimile;
(4)Indicate the number of responses needed to meet the quorum requirements;
(5)State the percentage of approvals necessary to approve each matter other than election of directors; and
(6)Specify the time by which a ballot must be received in order to be counted.
Unless otherwise provided in the articles of incorporation or bylaws, approval by ballot, pursuant to this section, of action other than election of directors is valid only when the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot. Except as otherwise provided in the articles of incorporation or bylaws, a ballot may not be revoked.
Source:
SL 1965, ch 24, §17; SL 2016, ch 221, §9.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 23 - Nonprofit Corporations--Members, Directors, Officers And Agents › Section 47-23-10 - Cumulative voting for directors.

47-23-10. Cumulative voting for directors.
The articles of incorporation or the bylaws may provide that in all elections for directors every member entitled to vote shall have the right to cast the whole number of his votes for one candidate or distribute them upon two or more candidates, as he may prefer.
Source:
SL 1965, ch 24, §17.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 23 - Nonprofit Corporations--Members, Directors, Officers And Agents › Section 47-23-11 - Corporations without members entitled to vote--Powers of directors.

47-23-11. Corporations without members entitled to vote--Powers of directors.
If a corporation has no members or its members have no right to vote, the directors shall have the sole voting power.
Source:
SL 1965, ch 24, §17.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 23 - Nonprofit Corporations--Members, Directors, Officers And Agents › Section 47-23-12 - Bylaw provisions governing vote or quorum--Quorum in absence of bylaw provision--Majority vote required.

47-23-12. Bylaw provisions governing vote or quorum--Quorum in absence of bylaw provision--Majority vote required.
The bylaws may provide the number or percentage of members entitled to vote represented in person or by proxy, or the number or percentage of votes represented in person or by proxy, which shall constitute a quorum at a meeting of members. In the absence of any such provision, members holding one-tenth of the votes entitled to be cast on the matter to be voted upon represented in person or by proxy shall constitute a quorum. A majority of the votes entitled to be cast on a matter to be voted upon by the members present or represented by proxy at a meeting at which a quorum is present shall be necessary for the adoption thereof unless a greater proportion is required by chapters 47-22 to 47-28, inclusive, the articles of incorporation or the bylaws.
Source:
SL 1965, ch 24, §18.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 23 - Nonprofit Corporations--Members, Directors, Officers And Agents › Section 47-23-13 - Board of directors--Qualifications of directors.

47-23-13. Board of directors--Qualifications of directors.
Except as authorized by §47-23-22, the affairs of a corporation shall be managed by a board of directors. Directors need not be members of the corporation unless the articles of incorporation or the bylaws so require. The articles of incorporation or the bylaws may prescribe other qualifications for directors.
Source:
SL 1965, ch 24, §19; SL 1989, ch 394, §1; SL 2016, ch 221, §10.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 23 - Nonprofit Corporations--Members, Directors, Officers And Agents › Section 47-23-14 - Number of directors--Bylaws as governing--Increasing or decreasing number of directors--Decrease as not affecting term.

47-23-14. Number of directors--Bylaws as governing--Increasing or decreasing number of directors--Decrease as not affecting term.
The number of directors of a corporation shall not be less than three. Subject to such limitation, the number of directors shall be fixed by the bylaws, except as to the number of the first board of directors which number shall be fixed by the articles of incorporation. The number of directors may be increased or decreased from time to time by amendment to the bylaws, unless the articles of incorporation provide that a change in the number of directors shall be made only by amendment of the articles of incorporation. No decrease in number shall have the effect of shortening the term of any incumbent director. In the absence of a bylaw fixing the number of directors, the number shall be the same as that stated in the articles of incorporation.
Source:
SL 1965, ch 24, §20.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 23 - Nonprofit Corporations--Members, Directors, Officers And Agents › Section 47-23-15 - First board of directors--Term of office.

47-23-15. First board of directors--Term of office.
The directors constituting the first board of directors shall be named in the articles of incorporation and shall hold office until the first annual election of directors or for such other period as may be specified in the articles of incorporation or the bylaws.
Source:
SL 1965, ch 24, §20.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 23 - Nonprofit Corporations--Members, Directors, Officers And Agents › Section 47-23-16 - Election or appointment of directors--Term of office.

47-23-16. Election or appointment of directors--Term of office.
Directors after the first board shall be elected or appointed in the manner and for the terms provided in the articles of incorporation or the bylaws. In the absence of a provision fixing the term of office, the term of office of a director shall be one year.
Source:
SL 1965, ch 24, §20.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 23 - Nonprofit Corporations--Members, Directors, Officers And Agents › Section 47-23-17 - Classes of directors--Term of office.

47-23-17. Classes of directors--Term of office.
Directors may be divided into classes and the terms of office of the several classes need not be uniform. Each director shall hold office for the term for which he is elected or appointed and until his successor shall have been elected or appointed and qualified.
Source:
SL 1965, ch 24, §20.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 23 - Nonprofit Corporations--Members, Directors, Officers And Agents › Section 47-23-18 - Removal of directors.

47-23-18. Removal of directors.
A director may be removed from office pursuant to any procedure therefor provided in the articles of incorporation.
Source:
SL 1965, ch 24, §20.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 23 - Nonprofit Corporations--Members, Directors, Officers And Agents › Section 47-23-19 - Vacancy on board of directors--Filling by majority vote of remaining directors--Term of office.

47-23-19. Vacancy on board of directors--Filling by majority vote of remaining directors--Term of office.
Any vacancy occurring in the board of directors and any directorship to be filled by reason of an increase in the number of directors may be filled by the affirmative vote of a majority of the remaining directors, though less than a quorum of the board of directors, unless the articles of incorporation or the bylaws provide that a vacancy or directorship so created shall be filled in some other manner, in which case such provision shall control.
A director elected or appointed, as the case may be, to fill a vacancy shall be elected or appointed for the unexpired term of his predecessor in office.
Any directorship to be filled by reason of an increase in the number of directors may be filled by the board of directors for a term of office continuing only until the next election of directors.
Source:
SL 1965, ch 24, §21.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 23 - Nonprofit Corporations--Members, Directors, Officers And Agents › Section 47-23-20 - Quorum of directors--Provisions of articles or bylaws as governing.

47-23-20. Quorum of directors--Provisions of articles or bylaws as governing.
A majority of the number of directors fixed by the bylaws, or in the absence of a bylaw fixing the number of directors, then of the number stated in the articles of incorporation, shall constitute a quorum for the transaction of business, unless otherwise provided in the articles of incorporation or the bylaws; but in no event shall a quorum consist of less than one-third of the number of directors so fixed or stated. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by chapters 47-22 to 47-28, inclusive, the articles of incorporation or the bylaws.
Source:
SL 1965, ch 24, §22.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 23 - Nonprofit Corporations--Members, Directors, Officers And Agents › Section 47-23-21 - Meetings by teleconference.

47-23-21. Meetings by teleconference.
Meetings of the board of directors, regular or special, may be held either within or without this state, and upon such notice as the bylaws may prescribe. Attendance of a director at any meeting shall constitute a waiver of notice of such meeting except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of such meeting.
Unless restricted by the articles of incorporation or bylaws, members of the board of directors or any committee designated by the board of directors may participate in a meeting of such board or committee by means of teleconference or similar communications equipment which allows all persons participating in the meeting to hear each other at the same time. Participation by a board or committee member in a teleconference constitutes presence in person at a meeting.
Source:
SL 1965, ch 24, §24; SL 1997, ch 257, §3.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 23 - Nonprofit Corporations--Members, Directors, Officers And Agents › Section 47-23-22 - Committees--Authority and function--Responsibility of board of directors.

47-23-22. Committees--Authority and function--Responsibility of board of directors.
If the articles of incorporation or the bylaws so provide, the board of directors may designate one or more committees each of which shall consist of one or more directors and such additional members as specified in the resolution which such additional members need not be a director or member of the nonprofit corporation, or resident of the state. Such committees, to the extent provided in the articles of incorporation or in the bylaws of the corporation, shall have and exercise the authority or function of the board of directors in the management of the corporation. The designation of such committees and the delegation thereto of authority shall not operate to relieve the board of directors, or any individual director of any responsibility imposed upon it or any individual director by law except those responsibilities related to the authority or function the committee is authorized to exercise. Other committees not having and exercising the authority of the board of directors in the management of the corporation may be designated by a resolution adopted by a majority of the directors present at a meeting at which a quorum is present. Members of committees created under this section have the same rights of indemnification and immunity as are provided to the board of directors in chapters 47-22 to 47-28, inclusive, unless otherwise provided in the articles of incorporation or bylaws.
Source:
SL 1965, ch 24, §23; SL 2016, ch 221, §11.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 23 - Nonprofit Corporations--Members, Directors, Officers And Agents › Section 47-23-23 - Articles or bylaws as governing vote of directors.

47-23-23. Articles or bylaws as governing vote of directors.
Whenever, with respect to any action to be taken by the members or directors of a corporation, the articles of incorporation or bylaws require the vote or concurrence of a greater proportion of the directors or members or any class of members than required by chapters 47-22 to 47-28, inclusive, the provisions of the articles of incorporation or bylaws shall control.
Source:
SL 1965, ch 24, §95.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 23 - Nonprofit Corporations--Members, Directors, Officers And Agents › Section 47-23-24 - Corporate officers--Appointment and term of office--Ex officio members of board of directors.

47-23-24. Corporate officers--Appointment and term of office--Ex officio members of board of directors.
The officers of a corporation shall consist of a president, one or more vice-presidents, a secretary, a treasurer, and such other officers and assistant officers as may be deemed necessary, each of whom shall be elected or appointed at such time and in such manner and for such terms not exceeding three years as may be prescribed in the articles of incorporation or the bylaws. In the absence of any such provision, all officers shall be elected or appointed annually by the board of directors. If the bylaws so provide, any two or more offices may be held by the same person, except the offices of president and secretary.
The articles of incorporation or the bylaws may provide that any one or more officers of the corporation shall be ex officio members of the board of directors.
The officers of a corporation may be designated by such additional titles as may be provided in the articles of incorporation or the bylaws.
Unless the articles of incorporation or the bylaws so prescribe, officers need not be directors.
Source:
SL 1965, ch 24, §25.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 23 - Nonprofit Corporations--Members, Directors, Officers And Agents › Section 47-23-25 - Removal of officers--Contract rights unaffected.

47-23-25. Removal of officers--Contract rights unaffected.
Any officer or agent elected or appointed may be removed by the persons authorized to elect or appoint such officer whenever in their judgment the best interests of the corporation will be served thereby. The removal of an officer or agent shall be without prejudice to the contract rights, if any, of the officer so removed. Election or appointment of an officer or agent shall not of itself create contract rights.
Source:
SL 1965, ch 24, §26.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 23 - Nonprofit Corporations--Members, Directors, Officers And Agents › Section 47-23-26 - Notice to members or directors--Written waiver.

47-23-26. Notice to members or directors--Written waiver.
Whenever any notice is required to be given to any member or director of a corporation under the provisions of chapters 47-22 to 47-28, inclusive, or under the provisions of the articles of incorporation or bylaws of the corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice.
Source:
SL 1965, ch 24, §96.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 23 - Nonprofit Corporations--Members, Directors, Officers And Agents › Section 47-23-27 - Indemnification of corporate agents for liability from good faith acts on behalf of corporation.

47-23-27. Indemnification of corporate agents for liability from good faith acts on behalf of corporation.
A nonprofit corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened pending or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative other than an action by or in the right of the corporation by reason of the fact that that person is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent or another corporation, limited liability company, partnership, joint venture, trust, or other enterprise, against expenses including attorneys' fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred by that person in connection with the action, suit, or proceeding if that person acted in good faith and in a manner that person reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe such conduct was unlawful.
Source:
SL 1978, ch 338, §6; SL 1994, ch 351, §127.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 23 - Nonprofit Corporations--Members, Directors, Officers And Agents › Section 47-23-28 - Definition of terms.

47-23-28. Definition of terms.
Terms used in §§47-23-28 to 47-23-32, inclusive, mean:
(1)"Free clinic," a clinic in which health care services are offered voluntarily through a nonprofit corporation by health care professionals licensed or certified under the laws of this state to patients without charge or at a charge based on a sliding fee scale or the ability to pay;
(2)"Governmental entity," any county, municipality, township, school district, chartered governmental units, other special districts, or any association, authority, board, commission, division, office, officer, task force, or other agency of the State of South Dakota;
(3)"Nonprofit corporation," any corporation organized under chapters 47-22 to 47-28, inclusive, and which is exempt from taxation pursuant to Section 501(a) of the Internal Revenue Code, 26 U.S.C. Section 501(a);
(4)"Nonprofit organization," any organization which is exempt from taxation pursuant to Section 501(c) of the Internal Revenue Code, 26 U.S.C. Section 501(c) as amended;
(5)"Volunteer," an individual performing services for a nonprofit organization, a nonprofit corporation, a hospital organized pursuant to chapter 34-8, 34-9, or 34-10, or a governmental entity without compensation, other than reimbursement for actual expenses incurred. The term includes a volunteer serving as a director, officer, trustee, or direct service volunteer.
Source:
SL 1987, ch 344, §1; SL 1993, ch 340, §1.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 23 - Nonprofit Corporations--Members, Directors, Officers And Agents › Section 47-23-29 - Immunity of volunteers of nonprofit organizations, free clinics, certain hospitals, and governmental entities.

47-23-29. Immunity of volunteers of nonprofit organizations, free clinics, certain hospitals, and governmental entities.
Any volunteer, including any volunteer who is a licensed health care professional under Title 36, providing services on behalf of a nonprofit organization, a nonprofit corporation, a free clinic, any hospital organized pursuant to chapter 34-8, 34-9, or 34-10, or a governmental entity are immune from civil liability in any action brought in any court in this state on the basis of any act or omission resulting in damage or injury if:
(1)The individual was acting in good faith and within the scope of such individual's official functions and duties for the nonprofit organization, the nonprofit corporation, the free clinic, a hospital organized pursuant to chapter 34-8, 34-9, or 34-10, or a governmental entity; and
(2)The damage or injury was not caused by gross negligence or willful and wanton misconduct by such individual.
Source:
SL 1987, ch 344, §2; SL 1993, ch 340, §2; SL 2013, ch 231, §1.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 23 - Nonprofit Corporations--Members, Directors, Officers And Agents › Section 47-23-30 - Person not immune where negligent operation of vehicle caused injury.

47-23-30. Person not immune where negligent operation of vehicle caused injury.
No immunity provided in §§47-23-28 to 47-23-32, inclusive, extends to any person causing personal injury or wrongful death resulting from the negligent operation of a motor vehicle.
Source:
SL 1987, ch 344, §3.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 23 - Nonprofit Corporations--Members, Directors, Officers And Agents › Section 47-23-31 - Effect on other statutes concerning immunity.

47-23-31. Effect on other statutes concerning immunity.
Sections 47-23-28 to 47-23-32, inclusive, shall not be construed to constitute a modification or repeal of §§20-9-3, 20-9-4, 20-9-4.1, 34-48A-23, and 34-48A-24.
Source:
SL 1987, ch 344, §4.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 23 - Nonprofit Corporations--Members, Directors, Officers And Agents › Section 47-23-32 - Waiver of immunity to extent of risk sharing pool or liability insurance coverage--Volunteer serving as director, officer, or trustee exempt.

47-23-32. Waiver of immunity to extent of risk sharing pool or liability insurance coverage--Volunteer serving as director, officer, or trustee exempt.
To the extent that any volunteer, nonprofit corporation, nonprofit organization, governmental entity, or hospital organized pursuant to chapter 34-8, 34-9, or 34-10 participates in a risk sharing pool or purchases liability insurance and to the extent that coverage is afforded thereunder, the immunity provided by §47-23-29 is deemed to have been waived and may not be raised by way of affirmative defense. This section does not apply to a volunteer serving as a director, officer, or trustee.
Source:
SL 1987, ch 344, §5.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 24 - Nonprofit Corporations--Records, Fiscal Affairs And Reports › Section 47-24-1 - Books, records, minutes, and member lists.

47-24-1. Books, records, minutes, and member lists.
Each corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its members, board of directors, and committees having any of the authority of the board of directors; and shall keep at its registered office or principal office a record of the names and addresses of its members entitled to vote. If authorized by the articles of incorporation or bylaws, the records required by this section may be kept in electronic format.
Source:
SDC 1939, §11.0801; SL 1965, ch 24, §27; SL 2016, ch 221, §12.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 24 - Nonprofit Corporations--Records, Fiscal Affairs And Reports › Section 47-24-2 - Inspection of books or records.

47-24-2. Inspection of books or records.
All books and records of a corporation may be inspected by any member, or his agent or attorney, for any proper purpose at any reasonable time.
Source:
SDC 1939, §11.0801; SL 1965, ch 24, §27.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 24 - Nonprofit Corporations--Records, Fiscal Affairs And Reports › Section 47-24-3 - Shares of stock prohibited--Dividends and profits prohibited.

47-24-3. Shares of stock prohibited--Dividends and profits prohibited.
A corporation shall not have or issue shares of stock. No dividend shall be paid and no part of the income or profit of a corporation shall be distributed to its members, directors, or officers.
Source:
SL 1965, ch 24, §28.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 24 - Nonprofit Corporations--Records, Fiscal Affairs And Reports › Section 47-24-3.1 - Directors not liable for distribution in good faith reliance on financial statements or accountant's report.

47-24-3.1. Directors not liable for distribution in good faith reliance on financial statements or accountant's report.
A director of a nonprofit corporation shall not be liable for any unauthorized dividend or distribution of assets if he relied and acted in good faith upon financial statements of the corporation represented to him to be correct by the president or the officer of the corporation having charge of his books of account, or stated in a written report by a certified public accountant failing to reflect the financial condition of the corporation, nor shall he be so liable if in good faith in determining the amount available for any such dividend or distribution he considered the assets to be of their book value.
Source:
SL 1978, ch 338, §5.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 24 - Nonprofit Corporations--Records, Fiscal Affairs And Reports › Section 47-24-4 - Compensation of members, directors, or officers--Distributions upon final liquidation.

47-24-4. Compensation of members, directors, or officers--Distributions upon final liquidation.
A corporation may pay compensation in a reasonable amount to its members, directors, or officers for services rendered, may confer benefits upon its members in conformity with its purposes, and may make distributions upon dissolution or final liquidation as permitted by chapter 47-26, and no such payment, benefit, or distribution shall be deemed to be a dividend or a distribution of income or profit.
Source:
SL 1965, ch 24, §28.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 24 - Nonprofit Corporations--Records, Fiscal Affairs And Reports › Section 47-24-5 - Loans to directors or officers--Liability for assenting to loan.

47-24-5. Loans to directors or officers--Liability for assenting to loan.
No loans shall be made by a corporation to its directors or officers. Any director or officer who assents to or participates in the making of any such loan shall be liable to the corporation for the amount of such loan until the repayment thereof.
Source:
SL 1965, ch 24, §29.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 24 - Nonprofit Corporations--Records, Fiscal Affairs And Reports › Section 47-24-6 - Report required of domestic corporation.

47-24-6. Report required of domestic corporation.
Any domestic nonprofit corporation authorized to engage in business in this state shall file a report pursuant to §§59-11-24 to 59-11-26, inclusive.
Source:
SL 1978, ch 339, §1; SL 1989, ch 393, §14; SL 2004, ch 280, §9; SL 2008, ch 275, §64.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 24 - Nonprofit Corporations--Records, Fiscal Affairs And Reports › Section 47-24-13.1 - Administrative dissolution.

47-24-13.1. Administrative dissolution.
The secretary of state may commence a proceeding under §47-24-13.2 to administratively dissolve a corporation if:
(1)The corporation does not pay within sixty days after they are due any fees or penalties imposed by chapters 47-22 to 47-28, inclusive, or other law;
(2)The corporation does not deliver its annual report to the secretary of state within sixty days after it is due;
(3)The corporation is without a registered agent in this state for sixty days or more;
(4)The corporation does not notify the secretary of state within sixty days that its registered agent has been changed or that its registered agent has resigned; or
(5)The corporation's period of duration stated in its articles of incorporation expires.
Source:
SL 1989, ch 393, §21; SL 2008, ch 275, §66.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 24 - Nonprofit Corporations--Records, Fiscal Affairs And Reports › Section 47-24-13.2 - Notice of dissolution--Time limit for corrections--Continued existence--Authority of registered agent.

47-24-13.2. Notice of dissolution--Time limit for corrections--Continued existence--Authority of registered agent.
If the secretary of state determines that one or more grounds exist under §47-24-13.1 for dissolving a corporation, he shall serve the corporation with written notice of his determination under §47-22-48. If the corporation does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the secretary of state that each ground determined by the secretary of state does not exist within sixty days after service of the notice is perfected under §47-22-48, the secretary of state shall administratively dissolve the corporation by signing a certificate of dissolution that recites the ground or grounds for dissolution and its effective date. The secretary of state shall file the original of the certificate and serve a copy on the corporation under §47-22-48. A corporation administratively dissolved continues its corporate existence but may not carry on any business except that necessary to wind up and liquidate its business and affairs under chapter 47-26 and notify claimants under §§47-26-4 and 47-26-34. Administrative dissolution of a corporation does not terminate the authority of its registered agent.
Source:
SL 1989, ch 393, §22.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 24 - Nonprofit Corporations--Records, Fiscal Affairs And Reports › Section 47-24-14 - Petition for reinstatement after dissolution of corporate existence--Execution and filing.

47-24-14. Petition for reinstatement after dissolution of corporate existence--Execution and filing.
Any corporation whose corporate existence has been revoked or dissolved may petition for reinstatement as a corporation organized under the laws of South Dakota. Such petition for reinstatement shall be made upon forms prescribed and furnished by the secretary of state and the information therein contained shall be given as of the date of the execution of such petition. Such petition shall be executed for the corporation by the chairman of the board of directors, by its president, or by another of its officers or if the corporation is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary. Delivery may be made by electronic transmission if and to the extent permitted by the Office of the Secretary of State. If the document is filed in typewritten or printed form and not transmitted electronically, the Office of the Secretary of State may require one exact or conformed copy to be delivered with the document.
Source:
SL 1978, ch 339, §9; SL 1984, ch 301; SL 1989, ch 393, §23; SL 1992, ch 324; SL 2012, ch 222, §6.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 24 - Nonprofit Corporations--Records, Fiscal Affairs And Reports › Section 47-24-14.1 - Denial of reinstatement--Appeal--Court action.

47-24-14.1. Denial of reinstatement--Appeal--Court action.
If the secretary of state denies a corporation's petition for reinstatement following administrative dissolution, he shall serve the corporation under §47-22-48 with a written notice that explains the reason or reasons for denial. The corporation may appeal the denial of reinstatement to the circuit court of the county where the corporation's registered office or principal office was located within thirty days after service of the notice of denial is perfected. The corporation appeals by petitioning the court to set aside the dissolution and attaching to the petition copies of the secretary of state's certificate of dissolution, the corporation's application for reinstatement and the secretary of state's notice of denial. The court may order the secretary of state to reinstate the dissolved corporation or may take other action the court considers appropriate. The court's final decision may be appealed in the same manner as in any other civil proceedings.
Source:
SL 1989, ch 393, §24.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 24 - Nonprofit Corporations--Records, Fiscal Affairs And Reports › Section 47-24-15 - Change of name required on reinstatement.

47-24-15. Change of name required on reinstatement.
If the corporate name of any reinstated corporation is deceptively similar to the corporate name either reserved or registered pursuant to §§47-22-9 to 47-22-11, inclusive, or to a corporate name of any corporation to which a certificate of incorporation or certificate of authority has been granted, or to the name of any limited partnership certified or registered in this state, such reinstated corporation shall be required to adopt another name.
Source:
SL 1978, ch 339, §10; SL 1989, ch 393, §25.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 24 - Nonprofit Corporations--Records, Fiscal Affairs And Reports › Section 47-24-16 - Conforming petition for reinstatement filed--Certificate.

47-24-16. Conforming petition for reinstatement filed--Certificate.
If a petition for reinstatement is filed and complies with the law, upon payment of the fee as provided under §47-28-6, together with submission of the reports required under §47-24-9, the secretary of state shall endorse the word "filed" on the original and the copy and the month, day, and year of filing. He shall file the original in his office and issue a certificate of reinstatement of corporation to which he shall affix the copy.
The certificate of reinstatement of corporation, together with the copy of the petition for reinstatement, shall be returned to the applicants or their representatives.
Source:
SL 1978, ch 339, §11; SL 1982, ch 321, §1; SL 1989, ch 393, §26.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 24 - Nonprofit Corporations--Records, Fiscal Affairs And Reports › Section 47-24-17 - Notice to attorney general before sale, transfer, conversion, or merger of at least thirty percent of assets--Information to be submitted to secretary of state.

47-24-17. Notice to attorney general before sale, transfer, conversion, or merger of at least thirty percent of assets--Information to be submitted to secretary of state.
At least ten days prior to the sale, transfer, conversion, or merger of at least thirty percent of the assets of a nonprofit corporation, the corporation shall give written notice to the attorney general. The following information shall, within sixty days of such sale, transfer, or merger, be submitted to the secretary of state:
(1)Name and address of the parties involved in the sale, transfer, conversion, or merger;
(2)Terms and conditions of the sale, transfer, conversion, or merger;
(3)Dollar value of the assets being sold, transferred, converted, or merged, including an account of how the value was determined; and
(4)An explanation of how the sale, transfer, conversion, or merger furthers the purpose of the nonprofit corporation.
The information shall be submitted on forms provided by the secretary of state.
Source:
SL 1997, ch 260, §1; SL 2016, ch 221, §13.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 24 - Nonprofit Corporations--Records, Fiscal Affairs And Reports › Section 47-24-18 - Definitions.

47-24-18. Definitions.
Terms as used in §§ 47-24-19 and 47-24-20 mean:
(1)"Nonprofit corporation," as defined in § 47-22-1;
(2)"Charitable trust," as defined in section 4947(a)(1) of the United States Internal Revenue Code as amended and in effect on January 1, 2021.
Source:
SL 2021, ch 196, § 1.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 24 - Nonprofit Corporations--Records, Fiscal Affairs And Reports › Section 47-24-19 - Protection--Nonprofit corporations--Charitable trusts.

47-24-19. Protection--Nonprofit corporations--Charitable trusts.
An executive branch agency, bureau, department, division, board, commission, officer, or official may not require any annual filing or reporting of a nonprofit corporation or charitable trust that is more stringent, restrictive, or expansive than that required by state or federal law.
Source:
SL 2021, ch 196, § 2.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 24 - Nonprofit Corporations--Records, Fiscal Affairs And Reports › Section 47-24-20 - Exceptions.

47-24-20. Exceptions.
The provisions in §47-24-19 do not apply to:
(1)Any information required to determine eligibility for or compliance with a state grant or contract; or
(2)Any information required for, or obtained in the course of, a state fraud investigation or an enforcement action by the state.
Any information obtained shall be confidential and its disclosure is restricted as provided by law.
Source:
SL 2021, ch 196, § 3.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 24 - Nonprofit Corporations--Records, Fiscal Affairs And Reports › Section 47-24-21 - Personal affiliation information--Definitions.

47-24-21. Personal affiliation information--Definitions.
Terms used in §§ 47-24-21 to 47-24-26, inclusive, mean:
(1)"Personal affiliation information," any list, record, register, registry, roll, roster, or other compilation of data of any kind that directly or indirectly identifies a natural person as a member, supporter, volunteer, or donor of financial or nonfinancial support to any nonprofit corporation; and
(2)"Public agency," any state or local governmental unit in this state, including any department, agency, office, commission, board, division, county, municipality, township, school district, court, or other judicial or quasi-judicial body.
Source:
SL 2021, ch 197, § 1.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 24 - Nonprofit Corporations--Records, Fiscal Affairs And Reports › Section 47-24-22 - Personal affiliation information--Right to privacy--Public agencies--Prohibitions.

47-24-22. Personal affiliation information--Right to privacy--Public agencies--Prohibitions.
Any natural person who supports a nonprofit corporation has a right to personal privacy and confidentiality regarding the release of personal affiliation information by a public agency. A public agency may not:
(1)Require any natural person or nonprofit corporation to provide the public agency with personal affiliation information or otherwise compel the release of personal affiliation information;
(2)Release, publicize, or otherwise publicly disclose personal affiliation information in the public agency's possession; or
(3)Request or require a current or prospective contractor or grantee with the public agency to provide the public agency with a list of nonprofit corporations to which it has provided financial or nonfinancial support.
Source:
SL 2021, ch 197, § 2.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 24 - Nonprofit Corporations--Records, Fiscal Affairs And Reports › Section 47-24-23 - Personal affiliation information--Privacy violation--Civil action.

47-24-23. Personal affiliation information--Privacy violation--Civil action.
A natural person alleging a violation of §47-24-22 may bring a civil action for appropriate injunctive relief, actual damages, or both.
In an action brought under this section, a court may award all or a portion of the costs of litigation, including reasonable attorney fees and witness fees, to the complainant in the action if the court determines that the award is appropriate.
Source:
SL 2021, ch 197, § 3.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 24 - Nonprofit Corporations--Records, Fiscal Affairs And Reports › Section 47-24-24 - Personal affiliation information--Exemptions.

47-24-24. Personal affiliation information--Exemptions.
The provisions of §§ 47-24-21 to 47-24-23, inclusive, do not apply to:
(1)Any report or disclosure required by state law to be filed with the secretary of state;
(2)Any official record or minutes required by law to be maintained by a public agency if the personal affiliation information was voluntarily disclosed by the donor;
(3)Any lawful warrant for personal affiliation information issued by a court of competent jurisdiction;
(4)A lawful request for discovery of personal affiliation information in litigation if the following conditions are met:
(a)The requestor demonstrates a compelling need for the personal affiliation information by clear and convincing evidence; and
(b)The requestor obtains a protective order barring disclosure of personal affiliation information to any person not named in the litigation;
(5)Admission of personal affiliation information as relevant evidence before a court of competent jurisdiction. However, no court filing may publicly reveal personal affiliation information absent a specific finding of good cause;
(6)A review of personal affiliation information necessary for a sales or use tax audit of a nonprofit corporation by the Department of Revenue; or
(7)A review of personal affiliation information necessary for purposes of an audit, examination, or investigation of a nonprofit corporation pursuant to chapter 4-11.
Source:
SL 2021, ch 197, § 4.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 24 - Nonprofit Corporations--Records, Fiscal Affairs And Reports › Section 47-24-25 - Personal affiliation information--Public benefit.

47-24-25. Personal affiliation information--Public benefit.
Personal affiliation information derived from a donation to a nonprofit corporation that is affiliated with a public agency may be disclosed if the donor has not previously requested anonymity from the nonprofit corporation.
Source:
SL 2021, ch 197, § 5.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 24 - Nonprofit Corporations--Records, Fiscal Affairs And Reports › Section 47-24-26 - Personal affiliation information--Fraud investigation.

47-24-26. Personal affiliation information--Fraud investigation.
The provisions of §47-24-22 do not apply to any information required for, or obtained in the course of, a state fraud investigation or an enforcement action by the state. Any information obtained shall be confidential, and its disclosure is restricted as provided by law.
Source:
SL 2021, ch 197, § 6.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 25 - Nonprofit Corporations--Reorganization › Section 47-25-1 - Merger of corporations--Plan of merger--Contents of plan.

47-25-1. Merger of corporations--Plan of merger--Contents of plan.
Any two or more domestic corporations may merge into one of such corporations pursuant to a plan of merger approved in the manner provided in this chapter.
Each corporation shall adopt a plan of merger setting forth:
(1)The names of the corporation proposing to merge, and the name of the corporation into which they propose to merge, which is hereinafter designated as the surviving corporation;
(2)The terms and conditions of the proposed merger;
(3)A statement of any changes in the articles of incorporation of the surviving corporation to be effected by such merger;
(4)Such other provisions with respect to the proposed merger as are deemed necessary or desirable.
Source:
SL 1965, ch 24, §40.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 25 - Nonprofit Corporations--Reorganization › Section 47-25-2 - Amendment of surviving corporation's articles.

47-25-2. Amendment of surviving corporation's articles.
When a merger has been effected pursuant to this chapter, the articles of incorporation of the surviving corporation shall be deemed to be amended to the extent, if any, that changes in its articles of incorporation are stated in the plan of merger.
Source:
SL 1965, ch 24, §44 (6).
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 25 - Nonprofit Corporations--Reorganization › Section 47-25-3 - Consolidation of corporations--Plan of consolidation--Contents of plan.

47-25-3. Consolidation of corporations--Plan of consolidation--Contents of plan.
Any two or more domestic corporations may consolidate into a new corporation pursuant to a plan of consolidation approved in the manner provided in this chapter.
Each corporation shall adopt a plan of consolidation setting forth:
(1)The names of the corporations proposing to consolidate, and the name of the new corporation into which they propose to consolidate, which is hereinafter designated as the new corporation;
(2)The terms and conditions of the proposed consolidation;
(3)With respect to the new corporation, all of the statements required to be set forth in articles of incorporation for corporations organized under chapter 47-22;
(4)Such other provisions with respect to the proposed consolidation as are deemed necessary or desirable.
Source:
SL 1965, ch 24, §41.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 25 - Nonprofit Corporations--Reorganization › Section 47-25-4 - Articles of consolidation as governing new corporation.

47-25-4. Articles of consolidation as governing new corporation.
When a consolidation has been effected pursuant to this chapter, the statements set forth in the articles of consolidation and which are required or permitted to be set forth in the articles of incorporation of corporations organized under chapter 47-22 shall be deemed to be the articles of incorporation of the new corporation.
Source:
SL 1965, ch 24, §44 (6).
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 25 - Nonprofit Corporations--Reorganization › Section 47-25-5 - Adoption of plan of merger or consolidation.

47-25-5. Adoption of plan of merger or consolidation.
A plan of merger or consolidation shall be adopted in the manner provided by §§47-25-6 to 47-25-9, inclusive.
Source:
SL 1965, ch 24, §42.