reglab/statecodes huggingface dataset:
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 17 - Cooperatives--Directors, Officers And Employees › Section 47-17-21 - Indemnification of directors, officers, agents, and employees against liability under certain circumstances.

47-17-21. Indemnification of directors, officers, agents, and employees against liability under certain circumstances.
Except as otherwise provided in §47-17-22, a cooperative may indemnify a director, officer, agent, or employee who is a party to a proceeding by reason of being a director, officer, agent, or employee, against liability incurred in the proceeding if the director, officer, agent, or employee:
(1)Acted in good faith; and
(2)Reasonably believed:
(a)In the case of conduct in an official capacity, that the conduct was in the best interests of the cooperative; and
(b)In all other cases, that the conduct was at least not opposed to the best interests of the cooperative; and
(3)In the case of any criminal proceeding, had no reasonable cause to believe the conduct was unlawful.
A cooperative may also, except as provided in §47-17-22, indemnify a director, officer, agent, or employee who is a party to a proceeding against liability incurred in the proceeding if the director, officer, agent, or employee engaged in conduct for which broader indemnification has been made permissible or obligatory under a provision of the articles of incorporation.
The conduct of a director, officer, agent, or employee with respect to an employee benefit plan for a purpose the director, officer, agent, or employee reasonably believed to be in the interests of the participants in, and the beneficiaries of, the plan is conduct that satisfies the requirement of subsection (2)(b).
The termination of a proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, is not, of itself, determinative that the director, officer, agent, or employee did not meet the relevant standard of conduct described in this section.
Source:
SL 2007, ch 260, §4; SL 2009, ch 232, §4.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 17 - Cooperatives--Directors, Officers And Employees › Section 47-17-22 - Circumstances under which directors, officers, agents, and employees may not be indemnified.

47-17-22. Circumstances under which directors, officers, agents, and employees may not be indemnified.
Unless otherwise ordered by a court, a cooperative may not indemnify a director, officer, agent, or employee:
(1)In connection with a proceeding by or in the right of the cooperative, except for reasonable expenses incurred in connection with the proceeding if it is determined that the director, officer, agent, or employee has met the relevant standard of conduct pursuant to §47-17-21; or
(2)In connection with any proceeding with respect to conduct for which the director, officer, agent, or employee was adjudged liable on the basis that the director, officer, agent, or employee received a financial benefit to which the director, officer, agent, or employee was not entitled, whether or not involving action in the official capacity of the director, officer, agent, or employee.
Source:
SL 2007, ch 260, §5; SL 2009, ch 232, §5.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 17 - Cooperatives--Directors, Officers And Employees › Section 47-17-23 - Indemnification of successful director, officer, agent, or employee for expenses incurred in proceeding.

47-17-23. Indemnification of successful director, officer, agent, or employee for expenses incurred in proceeding.
A cooperative shall indemnify a director, officer, agent, or employee who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director, officer, agent, or employee was a party by reason of being a director, officer, agent, or employee of the cooperative, against reasonable expenses incurred in connection with the proceeding.
Source:
SL 2007, ch 260, §6; SL 2009, ch 232, §6.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 18 - Cooperatives--Reorganization And Dissolution › Section 47-18-1 - Merger or consolidation--Preparation of plan--Approval of plan.

47-18-1. Merger or consolidation--Preparation of plan--Approval of plan.
If otherwise lawful, any two or more cooperatives may merge or consolidate under this chapter or under the law of the state where the surviving or new cooperative will exist. Before a cooperative may merge or consolidate with any other cooperative, a written plan of merger or consolidation shall be prepared by the board of directors or by a committee selected by the board or the members for that purpose. Such plan shall set forth all the terms of the merger or consolidation and the proposed effect thereof on all members and stockholders of the cooperative. In case of consolidation, the plan shall also contain the articles of incorporation of the new cooperative. The members shall approve the plan in the manner provided in §47-15-8 for amendments to the articles.
Source:
SDC 1939, §11.1139 as enacted by SL 1965, ch 23, §1.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 18 - Cooperatives--Reorganization And Dissolution › Section 47-18-2 - Articles of merger or consolidation--Contents--Effective date.

47-18-2. Articles of merger or consolidation--Contents--Effective date.
Articles of merger or consolidation of cooperatives shall set forth the approved plan and such other information as is required by §47-15-9. They shall be signed by two principal officers of each cooperative merging or consolidating, sealed with the seal of each such cooperative, filed, and recorded as an amendment to the articles. Unless otherwise specified in the plan, the merger, or consolidation is effective when the articles are so recorded.
Source:
SDC 1939, §11.1140 (1) as enacted by SL 1965, ch 23, §1.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 18 - Cooperatives--Reorganization And Dissolution › Section 47-18-3 - Effect of merger or consolidation--Surviving cooperative.

47-18-3. Effect of merger or consolidation--Surviving cooperative.
After the effective date of a merger or consolidation, the cooperatives which are parties to the plan become a single cooperative. In the case of a merger, the surviving cooperative is that cooperative so designated in the plan. In the case of a consolidation, the new cooperative is the cooperative provided for in the plan. The separate existence of all cooperatives which are parties to the plan, except the surviving or new cooperative, then ceases.
Source:
SDC 1939, §11.1140 (2) as enacted by SL 1965, ch 23, §1.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 18 - Cooperatives--Reorganization And Dissolution › Section 47-18-4 - Rights and duties of surviving cooperative.

47-18-4. Rights and duties of surviving cooperative.
After a merger or consolidation, the surviving or new cooperative possesses all the rights and all the property of each of the individual cooperatives, and is responsible for all their obligations. Title to any property is vested in the surviving or new cooperative with no reversion or impairment thereof caused by the merger or consolidation. No right of any creditor may be impaired by the merger or consolidation without his consent.
Source:
SDC 1939, §11.1140 (3) as enacted by SL 1965, ch 23, §1.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 18 - Cooperatives--Reorganization And Dissolution › Section 47-18-5 - Amendment of surviving cooperative's articles.

47-18-5. Amendment of surviving cooperative's articles.
The articles of the cooperative surviving a merger are deemed amended to the extent provided in the plan of merger.
Source:
SDC 1939, §11.1140 (4) as enacted by SL 1965, ch 23, §1.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 18 - Cooperatives--Reorganization And Dissolution › Section 47-18-5.1 - Merger or consolidation of cooperative and its subsidiary.

47-18-5.1. Merger or consolidation of cooperative and its subsidiary.
A cooperative that owns shares of a domestic or foreign subsidiary corporation that carries at least ninety percent of the voting power of each class and series of the outstanding shares of the subsidiary that has voting power may merge the subsidiary into itself or into another such subsidiary without the approval of the board of directors or shareholders of the subsidiary, unless the articles of incorporation of any such corporation otherwise provide, and unless, in the case of a foreign subsidiary, approval by the subsidiary's board of directors or shareholders is required by the laws under which the subsidiary is organized. If approval of a merger by the subsidiary's shareholders is not required, the cooperative shall, within ten days after the effective date of the merger, notify each of the subsidiary's other shareholders, if any, that the merger has become effective. After the effective date of the merger or consolidation, the entities that were parties to the plan become a single cooperative. The procedure used to accomplish the merger or consolidation shall be as otherwise set forth in this chapter for mergers or consolidations of cooperatives. The subsidiary corporation shall be deemed the non-surviving cooperative for purposes of applying this chapter, as the context may require.
Source:
SL 2009, ch 231, §1.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 18 - Cooperatives--Reorganization And Dissolution › Section 47-18-6 - Division of cooperative--Plan of division--Approval of plan.

47-18-6. Division of cooperative--Plan of division--Approval of plan.
Any cooperative may divide itself into two or more cooperatives under this chapter. A written plan of division shall be prepared by the board of directors or by a committee selected by the board for that purpose. Such plan shall set forth all the terms of the division and the proposed effect thereof on all members and stockholders of the cooperative. The plan shall also contain the articles of each new cooperative being formed and any amendments to the articles of the remaining cooperative.
Source:
SDC 1939, §11.1141 (1) as enacted by SL 1965, ch 23, §1.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 18 - Cooperatives--Reorganization And Dissolution › Section 47-18-7 - Manner of approval of plan.

47-18-7. Manner of approval of plan.
The members of a cooperative shall approve the plan of division in the manner provided in §47-15-8 for amendments to articles.
Source:
SDC 1939, §11.1141 (2) as enacted by SL 1965, ch 23, §1.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 18 - Cooperatives--Reorganization And Dissolution › Section 47-18-8 - Articles of division--Contents and filing.

47-18-8. Articles of division--Contents and filing.
Articles of division of a cooperative shall set forth the approved plan and such other information as required by §47-15-9 and shall be filed and recorded as an amendment to the articles. Each part of the plan which contains the articles of a new cooperative shall be separately filed and recorded as articles of incorporation for such new cooperative.
Source:
SDC 1939, §11.1141 (3) as enacted by SL 1965, ch 23, §1.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 18 - Cooperatives--Reorganization And Dissolution › Section 47-18-9 - Disposal of assets--Authorization by members--Notice and approval.

47-18-9. Disposal of assets--Authorization by members--Notice and approval.
Except as authorized by the members, the board of directors of a cooperative may not dispose of all or substantially all of the cooperative's fixed assets. At any meeting the members may authorize the disposition of all or substantially all of a cooperative's fixed assets if:
(1)Notice that such disposition will be considered at such meeting has been given to all persons entitled to vote thereon; and
(2)Such disposition has been approved by three-fourths of those voting at the meeting.
Source:
SDC 1939, §11.1130 (1) as enacted by SL 1965, ch 23, §1.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 18 - Cooperatives--Reorganization And Dissolution › Section 47-18-10 - Mortgaging assets to secure payment of debts.

47-18-10. Mortgaging assets to secure payment of debts.
Unless the bylaws of a cooperative provide otherwise, the board of directors may secure payment of a cooperative's debts by mortgaging the cooperative's rights, privileges, authority and franchises, revenues, and other property.
Source:
SDC 1939, §11.1130 (2) as enacted by SL 1965, ch 23, §1.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 18 - Cooperatives--Reorganization And Dissolution › Section 47-18-11 - Voluntary dissolution--Notice and approval.

47-18-11. Voluntary dissolution--Notice and approval.
At any member meeting of a cooperative, whether or not a quorum is present, a cooperative may dissolve if:
(1)Notice that a resolution for dissolution will be considered and acted upon has been given to all members and to all other persons entitled by the articles to vote thereon pursuant to resolution adopted by the board of directors, and
(2)Such resolution is adopted by members holding three-fourths of the member votes cast thereon. The articles may permit stockholders to vote on the resolution for dissolution.
Source:
SDC 1939, §11.1143 (1) as enacted by SL 1965, ch 23, §1.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 18 - Cooperatives--Reorganization And Dissolution › Section 47-18-12 - Liquidation of assets--Distribution of proceeds.

47-18-12. Liquidation of assets--Distribution of proceeds.
When the resolution for dissolution of a cooperative is adopted, either a committee designated by the resolution or the board of directors shall liquidate all assets and pay the net proceeds of such liquidation available for distribution to all persons entitled to the same by law, the articles and the bylaws.
Source:
SDC 1939, §11.1143 (2) as enacted by SL 1965, ch 23, §1.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 18 - Cooperatives--Reorganization And Dissolution › Section 47-18-13 - Certificate of dissolution--Contents of certificate.

47-18-13. Certificate of dissolution--Contents of certificate.
A certificate of dissolution of a cooperative shall be signed by a majority of directors or of committee members and shall be sealed with the cooperative's seal, if any, stating:
(1)The name of the cooperative;
(2)The name and address of each director or committee member;
(3)The date of adoption of the resolution of dissolution;
(4)A statement that all liquidation activities have been completed and that there are no suits pending against the cooperative.
Source:
SDC 1939, §11.1143 (3) as enacted by SL 1965, ch 23, §1.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 18 - Cooperatives--Reorganization And Dissolution › Section 47-18-14 - Filing and recording certificate of dissolution.

47-18-14. Filing and recording certificate of dissolution.
The certificate of dissolution required by §47-18-13 shall be filed and recorded as provided in §47-15-9 and thereupon the existence of the cooperative ceases.
Source:
SDC 1939, §11.1143 (4) as enacted by SL 1965, ch 23, §1.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 18 - Cooperatives--Reorganization And Dissolution › Section 47-18-15 - Involuntary dissolution--Action by attorney general--Grounds for involuntary dissolution.

47-18-15. Involuntary dissolution--Action by attorney general--Grounds for involuntary dissolution.
A cooperative may be dissolved involuntarily by a decree of the circuit court where the principal office or registered agent is located in an action commenced by the attorney general when it is established that:
(1)The cooperative's certificate of incorporation was procured through fraud; or
(2)The cooperative has continued to exceed or abuse the authority conferred upon it by chapters 47-15 to 47-20, inclusive; or
(3)The cooperative failed to comply with a court order for the production of books, records, or other documents of the cooperative as provided in §47-20-3.
Source:
SDC 1939, §11.1144 (1) as enacted by SL 1965, ch 23, §1; SL 1989, ch 390, §5.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 18 - Cooperatives--Reorganization And Dissolution › Section 47-18-16 - Default cured prior to entry of decree--Abatement of action.

47-18-16. Default cured prior to entry of decree--Abatement of action.
If the cooperative cures a default under subdivision 47-18-15(3) prior to entry of the court's final decree in an action brought under §47-18-15 and pays all penalties and court costs that have accrued, the cause of action with respect to the default so cured will abate.
Source:
SDC 1939, §11.1144 (2) as enacted by SL 1965, ch 23, §1; SL 1989, ch 390, §6.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 18 - Cooperatives--Reorganization And Dissolution › Section 47-18-16.2 - Petition for reinstatement--Filing fee--Penalty for expired years.

47-18-16.2. Petition for reinstatement--Filing fee--Penalty for expired years.
A cooperative whose corporate charter existence has been revoked as provided by §47-18-16.1 may petition for reinstatement as a corporation prior to July 1, 1980 on forms provided by the secretary of state. The petition shall be executed on behalf of the corporation by its president or secretary. The petition shall be filed with the secretary of state. 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. Such renewal of corporate existence shall be made on forms prescribed and furnished by the secretary of state. Filing fee shall be as stated in §47-20-8. In addition to the above fee, a penalty of twenty dollars per year for the period of duration which its corporate existence has been expired shall be charged.
Source:
SL 1976, ch 288, §3; SL 1977, ch 381, §7; SL 2012, ch 222, §3.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 18 - Cooperatives--Reorganization And Dissolution › Section 47-18-16.3 - Administrative dissolution of cooperative.

47-18-16.3. Administrative dissolution of cooperative.
The secretary of state may commence a proceeding under §47-18-16.4 to administratively dissolve a cooperative if:
(1)The cooperative does not pay within sixty days after they are due any fees or penalties imposed by chapters 47-15 to 47-20, inclusive, or other law;
(2)The cooperative does not deliver its annual report to the secretary of state within sixty days after it is due;
(3)The cooperative is without a registered agent or registered office in this state for sixty days or more;
(4)The cooperative 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 cooperative's period of duration stated in its articles of incorporation expires.
Source:
SL 1989, ch 390, §7; SL 2008, ch 275, §58.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 18 - Cooperatives--Reorganization And Dissolution › Section 47-18-16.4 - Notice of grounds for dissolution--Time limit for corrections--Subsequent existence--Authority of agent.

47-18-16.4. Notice of grounds for dissolution--Time limit for corrections--Subsequent existence--Authority of agent.
If the secretary of state determines that one or more grounds exist under §47-18-16.3 for dissolving a cooperative, he shall serve the cooperative with written notice of his determination under §47-15-22. If the cooperative 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, the secretary of state shall administratively dissolve the cooperative 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 cooperative under §47-15-22. A cooperative 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 this chapter. Administrative dissolution of a cooperative does not terminate the authority of its registered agent.
Source:
SL 1989, ch 390, §8.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 18 - Cooperatives--Reorganization And Dissolution › Section 47-18-16.5 - Application for reinstatement.

47-18-16.5. Application for reinstatement.
Any cooperative administratively dissolved under §47-18-16.4 may apply to the secretary of state for reinstatement within two years after the effective date of dissolution. The application shall:
(1)Recite the name of the cooperative and the effective date of its administrative dissolution; and
(2)State that the ground or grounds for dissolution either did not exist or have been eliminated.
If the secretary of state determines that the application contains the information required and that the information is correct, he shall cancel the certificate of dissolution and prepare an original and one copy of a certificate of reinstatement that recites his determination and the effective date of reinstatement, file the original of the certificate, and serve the copy on the cooperative under §47-15-22. When the reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution and the cooperative resumes carrying on its business as if the administrative dissolution had never occurred.
Source:
SL 1989, ch 390, §9.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 18 - Cooperatives--Reorganization And Dissolution › Section 47-18-16.6 - Denial of reinstatement--Appeal--Court action.

47-18-16.6. Denial of reinstatement--Appeal--Court action.
If the secretary of state denies a cooperative's application for reinstatement following administrative dissolution, he shall serve the corporation under §47-15-22 with a written notice that explains the reason or reasons for denial. The cooperative may appeal the denial of reinstatement to the circuit court wherein its registered office is located within thirty days after service of the notice of denial is perfected. The cooperative 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 cooperative's application for reinstatement, and the secretary of state's notice of denial. The court may summarily order the secretary of state to reinstate the dissolved cooperative or may take other action the court considers appropriate. The court's final decision may be appealed as in any other civil proceedings.
Source:
SL 1989, ch 390, §10.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 18 - Cooperatives--Reorganization And Dissolution › Section 47-18-17 - Liquidation of assets by court--Proper parties to bring action.

47-18-17. Liquidation of assets by court--Proper parties to bring action.
The circuit court for the county where the principal office or registered agent of the cooperative is located may liquidate the assets and business of such cooperative when an action for that purpose is filed by or on behalf of:
(1)A majority of the designated committee or directors when a resolution is adopted pursuant to §47-18-11;
(2)The attorney general when a decree of dissolution has been obtained pursuant to §47-18-15;
(3)A judgment creditor whose execution is returned unsatisfied when it is established that the cooperative is unable to pay its debts as they become due in the usual course of its business;
(4)Any creditor when it is established that the cooperative is dissolving pursuant to §§47-18-11 to 47-18-14, inclusive, or §§47-18-16.3 to 47-18-16.6, inclusive, without making adequate provision for payment of all creditors.
Source:
SDC 1939, §11.1145 (1) as enacted by SL 1965, ch 23, §1; SL 1989, ch 390, §11.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 18 - Cooperatives--Reorganization And Dissolution › Section 47-18-18 - Power and authority of court--Appointment of receiver.

47-18-18. Power and authority of court--Appointment of receiver.
Upon the filing of any action under §47-18-17, the court acquires exclusive jurisdiction of all matter pertaining to the liquidation of such cooperative and the distribution of its assets to persons entitled thereto and may determine and order paid the expense of such liquidation proceedings. The court has power to issue injunctions, appoint receivers with such duties and powers as the court may direct, and take any other action necessary to the cooperative's liquidation. A receiver appointed in such proceeding has authority to sue and be sued as receiver for the cooperative.
Source:
SDC 1939, §11.1145 (2) as enacted by SL 1965, ch 23, §1.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 18 - Cooperatives--Reorganization And Dissolution › Section 47-18-19 - Creditors' claims--Notice--Time for filing.

47-18-19. Creditors' claims--Notice--Time for filing.
The court having jurisdiction of an action under §47-18-17 shall fix the time within which creditors may file claims and shall prescribe the notice to be given to interested persons. Creditors who do not file their claims within the time limit may not participate in any distribution thereafter made, unless the court upon good cause shown extends their time for filing.
Source:
SDC 1939, §11.1145 (3) as enacted by SL 1965, ch 23, §1.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 18 - Cooperatives--Reorganization And Dissolution › Section 47-18-20 - Decree of dissolution--Filing and recording.

47-18-20. Decree of dissolution--Filing and recording.
When the court approves the final distribution of a cooperative's assets, it shall enter a decree in the nature of a certificate of dissolution which shall be filed and recorded in the secretary of state's office.
Source:
SDC 1939, §11.1145 (4) as enacted by SL 1965, ch 23, §1.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 18 - Cooperatives--Reorganization And Dissolution › Section 47-18-21 - Action as staying all other proceedings.

47-18-21. Action as staying all other proceedings.
The filing of an action under §47-18-17 operates as a stay of all other proceedings against the cooperative until such time as the court issues its final judgment or directs otherwise.
Source:
SDC 1939, §11.1145 (5) as enacted by SL 1965, ch 23, §1.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 18 - Cooperatives--Reorganization And Dissolution › Section 47-18-22 - Dismissal of action.

47-18-22. Dismissal of action.
The court having jurisdiction of an action brought under §47-18-17 upon proper cause shown may at any time order the proceedings dismissed upon such terms and conditions as the court may impose.
Source:
SDC 1939, §11.1145 (6) as enacted by SL 1965, ch 23, §1.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 18 - Cooperatives--Reorganization And Dissolution › Section 47-18-24 - Appointment of trustee for property.

47-18-24. Appointment of trustee for property.
When no trustee mentioned in §47-18-23 can be found, the circuit court for the county where the property is located has power to appoint trustees upon application of any person having an interest in such property or its disposition.
Source:
SDC 1939, §11.1146 (2) as enacted by SL 1965, ch 23, §1.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 18 - Cooperatives--Reorganization And Dissolution › Section 47-18-25 - Court supervision of trustee.

47-18-25. Court supervision of trustee.
Any trustee mentioned in §47-18-23 may at any time make application to the proper circuit court for supervision of liquidation pursuant to §§47-18-17 to 47-18-22, inclusive.
Source:
SDC 1939, §11.1146 (3) as enacted by SL 1965, ch 23, §1.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 18 - Cooperatives--Reorganization And Dissolution › Section 47-18-26 - Assets distributable to unknown persons--Deposit in state treasury--Subsequent claim--Time limitation.

47-18-26. Assets distributable to unknown persons--Deposit in state treasury--Subsequent claim--Time limitation.
Upon liquidation of a cooperative, the assets distributable to persons who are unknown or cannot be found may be reduced to cash and deposited with the state treasury. If claimed within ten years thereafter such funds shall be paid without interest to persons entitled thereto upon proof satisfactory to the state treasurer of their right thereto. If not claimed within ten years, such funds shall become the property of the state to be used in furthering agriculture.
Source:
SDC 1939, §11.1147 as enacted by SL 1965, ch 23, §1.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 18 - Cooperatives--Reorganization And Dissolution › Section 47-18-27 - Dissolution as not impairing preexisting rights--Time limitation.

47-18-27. Dissolution as not impairing preexisting rights--Time limitation.
Except as provided in §§47-18-17 to 47-18-22, inclusive, the dissolution of a cooperative does not impair any remedy available to or against such cooperative, its directors, stockholders, or members for any claim existing or any liability incurred prior to such dissolution if a proceeding thereon is commenced within two years after the date of recording the certificate or decree of dissolution.
Source:
SDC 1939, §11.1148 as enacted by SL 1965, ch 23, §1.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 18 - Cooperatives--Reorganization And Dissolution › Section 47-18-28 - Filing false document as felony.

47-18-28. 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, §41.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 19 - Foreign Cooperatives › Section 47-19-1 - Authorization to do business locally--Certificate of authority.

47-19-1. Authorization to do business locally--Certificate of authority.
A foreign cooperative is authorized to do business in this state upon issuance of a certificate of authority to that effect by the secretary of state.
Source:
SDC 1939, §11.1149 as enacted by SL 1965, ch 23, §1.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 19 - Foreign Cooperatives › Section 47-19-2 - Application for certificate--Contents--Filing.

47-19-2. Application for certificate--Contents--Filing.
In order to procure the certificate required by §47-19-1, a foreign cooperative shall make application therefor to the secretary of state, which application shall set forth:
(1)The name of the cooperative and the state or country under whose laws it is incorporated;
(2)The date of incorporation and the period of duration of the cooperative;
(3)The street address of the principal office of the cooperative in the state or country under the laws of which it is incorporated;
(4)The information required by §59-11-6;
(5)The purpose or purposes of the cooperative which it proposes to pursue in the transaction of business in this state;
(6)The names and respective addresses of the directors and officers of the cooperative;
(7)A statement of its aggregate number of members, and of the number of members by classes, if any;
(8)A statement of the aggregate number of authorized and issued capital stock itemized by classes, par value of stock, stock without par value, and series, if any, within a class; and
(9)Such additional information as may be necessary in order to enable the secretary of state to determine whether such cooperative is entitled to a certificate of authority to transact business in this state and to determine and assess fees payable.
Such application shall be made on forms prescribed and furnished by the secretary of state and an original shall be executed by the chairman of the board of directors, by its president or by another officer. 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:
SDC 1939, §11.1149 as enacted by SL 1965, ch 23, §1; SL 1989, ch 390, §12; SL 1990, ch 367, §12; SL 2008, ch 275, §59; SL 2012, ch 222, §4.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 19 - Foreign Cooperatives › Section 47-19-3 - Rights conferred by certificate.

47-19-3. Rights conferred by certificate.
Upon issuance of the secretary of state's certificate of authority a foreign cooperative is entitled to all rights, exemptions and privileges of a cooperative organized for the same purposes under the laws of this state.
Source:
SDC 1939, §11.1150 as enacted by SL 1965, ch 23, §1.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 19 - Foreign Cooperatives › Section 47-19-4 - Filing false document as felony.

47-19-4. 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, §42.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 20 - Cooperatives--Records, Accounts And Reports › Section 47-20-1 - Books and records required--List of members and stockholders.

47-20-1. Books and records required--List of members and stockholders.
A cooperative shall keep correct and complete books and records of account, and shall also keep minutes of the proceedings of meetings of its members, board, and executive committee. The cooperative shall keep at its principal office records of the names and addresses of all members and stockholders with the amount of stock held by each, and of ownership of equity interests.
Source:
SDC 1939, §11.1133 (1) as enacted by SL 1965, ch 23, §1.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 20 - Cooperatives--Records, Accounts And Reports › Section 47-20-2 - Inspection of books and records.

47-20-2. Inspection of books and records.
At any reasonable time, any member or stockholder of a cooperative, or his agent or attorney, upon written notice stating the purposes thereof, delivered or sent to the cooperative at least one week in advance, may examine for a proper purpose any books or records pertinent to the purpose specified in such notice.
Source:
SDC 1939, §11.1133 (1) as enacted by SL 1965, ch 23, §1.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 20 - Cooperatives--Records, Accounts And Reports › Section 47-20-3 - Court order for production of books and records--Violation--Penalty.

47-20-3. Court order for production of books and records--Violation--Penalty.
In any proceedings, or upon petition for such purpose any court of record may, upon notice and after hearing at which proper cause is shown, and upon suitable terms, order any of the cooperative's books or records, and any other pertinent documents in its possession, or duly authenticated copies thereof, to be brought within this state. Such documents shall be kept at such place and for such time and purposes as the order designates. Any cooperative failing to comply with the order is subject to dissolution, and its directors and officers are liable for contempt of court.
Source:
SDC 1939, §11.1133 (2) as enacted by SL 1965, ch 23, §1.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 20 - Cooperatives--Records, Accounts And Reports › Section 47-20-4 - Annual financial report to stockholders or members--Contents of report.

47-20-4. Annual financial report to stockholders or members--Contents of report.
Within nine months after the close of its fiscal year, each cooperative organized under chapters 47-15 to 47-20, inclusive, shall mail or electronically transmit to each of its stockholders or members, at the stockholder's or member's last known address, a financial report signed by a principal officer, managing agent, or a public accountant, showing its assets and liabilities and proceeds or loss for the preceding fiscal year.
Source:
SDC 1939, §11.1134 (5) as enacted by SL 1965, ch 23, §1; SL 2018, ch 260, §11.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 20 - Cooperatives--Records, Accounts And Reports › Section 47-20-7 - Delivery of annual report to secretary of state--Fee--Returning improper report.

47-20-7. Delivery of annual report to secretary of state--Fee--Returning improper report.
The annual report shall be delivered to the secretary of state pursuant to §§59-11-24 to 59-11-26, inclusive. A fee of thirty dollars shall be paid to the secretary of state for filing the report. If the report does not conform to requirements, it shall be returned to the cooperative for necessary corrections.
Source:
SDC 1939, §11.1134 (3) as enacted by SL 1965, ch 23, §1; SL 1966, ch 16, §2; SL 1986, ch 383, §6; SL 2003, ch 8, §15; SL 2008, ch 275, §61.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 20 - Cooperatives--Records, Accounts And Reports › Section 47-20-10 - Filing and receipt of documents.

47-20-10. Filing and receipt of documents.
When any document is to be filed and recorded under chapters 47-15 to 47-20, inclusive, an original and one exact or conforming copy of the document shall be delivered to the secretary of state. He shall stamp on both the original and the copy the date of filing and return the copy to the cooperative with his certificate of filing.
Source:
SDC 1939, §11.1151 (1) as enacted by SL 1965, ch 23, §1; SL 1989, ch 390, §15.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 20 - Cooperatives--Records, Accounts And Reports › Section 47-20-11 - Recordation of documents.

47-20-11. Recordation of documents.
Any document referred to in chapters 47-15 to 47-20, inclusive, is recorded when left for record in the proper office with all required fees paid.
Source:
SDC 1939, §11.1151 (2) as enacted by SL 1965, ch 23, §1.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 20 - Cooperatives--Records, Accounts And Reports › Section 47-20-12.1 - Filing false document as felony.

47-20-12.1. 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, §43.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 20 - Cooperatives--Records, Accounts And Reports › Section 47-20-13 - Fees collectible by secretary of state.

47-20-13. Fees collectible by secretary of state.
The secretary of state shall charge and collect the fees provided by §§47-1A-122 and 47-1A-122.1 for filing the instruments and issuing the certificates relating to domestic corporations therein provided. The fees applicable to amended articles of incorporation shall apply to restated articles of incorporation and fees applicable to the articles of incorporation shall apply to articles of merger or consolidation.
Source:
SDC 1939, §11.1152 as enacted by SL 1965, ch 23, §1; SL 1966, ch 16, §4; SL 1967, ch 12; SL 2005, ch 202, §5.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 20 - Cooperatives--Records, Accounts And Reports › Section 47-20-14 - Fees collectible from foreign corporations.

47-20-14. Fees collectible from foreign corporations.
The secretary of state shall charge and collect the fees provided by §§47-1A-122 and 47-1A-122.1 for filing instruments and issuing certificates relating to foreign corporations.
Source:
SDC 1939, §11.1152 as enacted by SL 1965, ch 23, §1; SL 1966, ch 16, §4; SL 1967, ch 12; SL 2005, ch 202, §6.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 20 - Cooperatives--Records, Accounts And Reports › Section 47-20-15 - Registered office required.

47-20-15. Registered office required.
Each corporation shall have and continuously maintain in this state a registered office which may be, but need not be, the same as its place of business.
Source:
SL 1977, ch 381, §2.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 20 - Cooperatives--Records, Accounts And Reports › Section 47-20-16 - Registered agent required.

47-20-16. Registered agent required.
Each corporation shall have and continuously maintain in this state a registered agent, which agent may be either an individual resident in this state whose business office is identical with such registered office, or a domestic corporation, or a foreign corporation authorized to do or engage in any business in this state, or a domestic limited liability company, or a domestic limited liability partnership, having a business office identical with such registered office.
Source:
SL 1977, ch 381, §3; SL 2006, ch 228, §4.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 20 - Cooperatives--Records, Accounts And Reports › Section 47-20-17 - Change of registered office or registered agent--Procedure.

47-20-17. Change of registered office or registered agent--Procedure.
A corporation may change its registered office or change its registered agent, or both, upon filing in the Office of the Secretary of State a statement setting forth:
(1)The name of the corporation;
(2)The street address, or a statement that there is no street address, of its current registered office;
(3)If the address of its current registered office is to be changed, the street address, or a statement that there is no street address, of its new registered office;
(4)The name of its current registered agent;
(5)If its current registered agent is to be changed, the name of the new registered agent and the new agent's written consent to the appointment. Such consent may be given by electronic signature pursuant to chapter 53-12 ;
(6)That the address of its registered office and the address of the business office of its registered agent, as changed, will be identical; and
(7)That such change was authorized by resolution duly adopted by the board of directors.
Source:
SL 1977, ch 381, §4; SL 1989, ch 390, §16; SL 2004, ch 280, §8.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 21 - Rural Electric Cooperatives › Section 47-21-1 - Definitions.

47-21-1. Definitions.
Terms used in this chapter mean:
(1)"Cooperative," any corporation organized under this chapter or which becomes subject to this chapter in the manner hereinafter provided;
(2)"Person," any natural person, firm, association, corporation, limited liability company, business trust, partnership, federal agency, state or political subdivision, or agency thereof, or any body politic;
(3)"Rural area," any area certified to a rural electric cooperative under the provisions of chapter 49-34A, or an area in which it is permitted to serve under the provisions of chapter 49-34A.
Source:
SL 1947, ch 33, §3; SDC Supp 1960, §11.2203; SL 1963, ch 33; SL 1965, ch 254, §2; SL 1969, ch 231, §63; SL 1970, ch 261, §2; SL 1975, ch 283, §58; SL 1994, ch 351, §122.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 21 - Rural Electric Cooperatives › Section 47-21-2 - Purpose and authority.

47-21-2. Purpose and authority.
Cooperatives may be organized under this chapter for any lawful purpose except banking, securities, and insurance. Cooperatives proposing to provide local exchange telephone service in a rural telephone company's service area may do so only in compliance with the procedures contained in section 251(f) of the Communication Act of 1934, as amended by the Telecommunications Act of 1996.
Source:
SL 1947, ch 33, §2; SDC Supp 1960, §11.2202; SL 1989, ch 392, §1; SL 1994, ch 349, §1; SL 1997, ch 258, §1.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 21 - Rural Electric Cooperatives › Section 47-21-3 - Name of cooperative--Exceptions.

47-21-3. Name of cooperative--Exceptions.
The name of a cooperative shall include the words "electric" and "cooperative," and the abbreviation "Inc.," unless in an affidavit made by its president or vice-president, and filed with the secretary of state, or in an affidavit made by a person signing articles of incorporation, consolidation, merger, or conversion, which relate to such cooperative, and filed, together with any such articles, with the secretary of state, it shall appear that the cooperative desires to do business in another state and is or would be precluded therefrom by reason of the inclusion of such words or either thereof in its name; provided, however, that this section shall not apply to any corporation which becomes subject to this chapter by complying with the provisions of §§47-21-22 to 47-21-24, inclusive, or §47-21-74 and which elects to retain a corporate name which does not comply with this section.
Source:
SL 1947, ch 33, §5; SDC Supp 1960, §11.2205.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 21 - Rural Electric Cooperatives › Section 47-21-4 - Exclusive use of particular words.

47-21-4. Exclusive use of particular words.
Only a cooperative or corporation doing business in this state pursuant to this chapter shall use both the words "electric" and "cooperative" in its name.
Source:
SL 1947, ch 33, §5; SDC Supp 1960, §11.2205.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 21 - Rural Electric Cooperatives › Section 47-21-5 - Requirement that name be distinct.

47-21-5. Requirement that name be distinct.
The name of a cooperative shall be distinct from the name of any other cooperative or corporation organized under the laws of, or authorized to do business in this state.
Source:
SL 1947, ch 33, §5; SDC Supp 1960, §11.2205.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 21 - Rural Electric Cooperatives › Section 47-21-6 - Incorporators--Requisites and qualifications.

47-21-6. Incorporators--Requisites and qualifications.
Five or more natural persons, or two or more cooperatives, may organize a cooperative in the manner hereinafter provided.
Source:
SL 1947, ch 33, §6; SDC Supp 1960, §11.2206.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 21 - Rural Electric Cooperatives › Section 47-21-7 - Articles of incorporation--Unnecessary recitals--Signing of articles.

47-21-7. Articles of incorporation--Unnecessary recitals--Signing of articles.
Articles of incorporation of a cooperative shall recite that they are executed pursuant to this chapter and shall state:
(1)The name of the cooperative;
(2)The address of its principal office;
(3)The names and addresses of the incorporators; and
(4)The names and addresses of its directors;
and may contain any provisions not inconsistent with this chapter deemed necessary or advisable for the conduct of its business.
It shall not be necessary to recite in the articles of incorporation of a cooperative the purpose for which it is organized or any of its corporate powers.
Such articles shall be signed by each incorporator and acknowledged by at least two of the incorporators, or on their behalf, if they are cooperatives.
Source:
SL 1947, ch 33, §7; SDC Supp 1960, §11.2207.