reglab/statecodes huggingface dataset:
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 21 - Rural Electric Cooperatives › Section 47-21-8 - Amendment of articles--Procedure--Two-thirds vote required.

47-21-8. Amendment of articles--Procedure--Two-thirds vote required.
A cooperative may amend its articles of incorporation by complying with the requirements of this section and §47-21-9, provided, however, that a change of location of principal office may be effected in the manner set forth in §47-21-76. The proposed amendment shall be presented to a meeting of the members, the notice of which shall set forth or have attached thereto the proposed amendment. If the proposed amendment, with any changes, is approved by the affirmative vote of not less than two-thirds of those members voting thereon at such meeting, articles of amendment shall be executed and acknowledged on behalf of the cooperative by its president or vice-president and its seal shall be affixed thereto and attested by its secretary.
Source:
SL 1947, ch 33, §15; SDC Supp 1960, §11.2215.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 21 - Rural Electric Cooperatives › Section 47-21-9 - Required recitals in amendment--Affidavit of compliance.

47-21-9. Required recitals in amendment--Affidavit of compliance.
The articles of amendment required by §47-21-8 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; and
(3)The amendment to its articles of incorporation.
The president or vice-president executing such articles of amendment shall make and annex thereto an affidavit stating that the provisions of §47-21-8 in respect of the amendment set forth in such articles were duly complied with.
Source:
SL 1947, ch 33, §15; SDC Supp 1960, §11.2215.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 21 - Rural Electric Cooperatives › Section 47-21-10 - Board of directors--Bylaws--Meetings by teleconference.

47-21-10. Board of directors--Bylaws--Meetings by teleconference.
The business of a cooperative shall be managed by a board of not less than five directors, each of whom shall be a member of the cooperative or of another cooperative or corporation, which is a member thereof. If the member is an entity other than a natural person, the cooperative may provide in its bylaws for the election of a representative of the entity to qualify as a director. The bylaws shall prescribe the number of directors, their qualifications, other than those prescribed in this chapter, the manner of holding meetings of the board of directors and of electing successors to directors who shall resign, die, or otherwise be incapable of acting. The bylaws may also provide for the removal of directors from office and for the election of their successors.
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 1947, ch 33, §12; SDC Supp 1960, §11.2212 (1); SL 1997, ch 257, §2; SL 2001, ch 246, §1.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 21 - Rural Electric Cooperatives › Section 47-21-11 - Compensation of directors.

47-21-11. Compensation of directors.
Unless the bylaws of a cooperative provide otherwise, only the members may establish compensation or other benefits for a director, not available generally to officers and employees, for services as director.
Source:
SL 1947, ch 33, §12; SDC Supp 1960, §11.2212 (1); SL 1985, ch 370; SL 1990, ch 368.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 21 - Rural Electric Cooperatives › Section 47-21-12 - First directors--Term of office.

47-21-12. First directors--Term of office.
The directors of a cooperative named in any articles of incorporation, consolidation, merger, or conversion, shall hold office for their terms and until their successors are elected and qualify.
Source:
SL 1947, ch 33, §12; SDC Supp 1960, §11.2212 (2).
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 21 - Rural Electric Cooperatives › Section 47-21-13 - Election of directors--Maximum term of office.

47-21-13. Election of directors--Maximum term of office.
Directors shall be elected at the annual meeting of the cooperative unless the bylaws of the cooperative provide for the election of directors by district. In case of a failure to hold the annual meeting, as specified in the bylaws, directors shall be elected at a special meeting called for that purpose. Directors shall hold office for such term as the bylaws prescribe, which term may not exceed three years, or until their successors are elected, are qualified and have entered upon the discharge of their duties.
Source:
SL 1947, ch 33, §12; SDC Supp 1960, §11.2212 (2); SL 1993, ch 338.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 21 - Rural Electric Cooperatives › Section 47-21-14 - Quorum of directors.

47-21-14. Quorum of directors.
A majority of the board of directors of a cooperative shall constitute a quorum.
Source:
SL 1947, ch 33, §12; SDC Supp 1960, §11.2212 (3).
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 21 - Rural Electric Cooperatives › Section 47-21-15 - Husband and wife as directors.

47-21-15. Husband and wife as directors.
If a husband and wife hold a joint membership in a cooperative, either one, but not both, may be elected a director.
Source:
SL 1947, ch 33, §12; SDC Supp 1960, §11.2212 (4).
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 21 - Rural Electric Cooperatives › Section 47-21-16 - Powers of board of directors.

47-21-16. Powers of board of directors.
The board of directors may exercise all of the powers of a cooperative not conferred upon the members by this chapter or its articles of incorporation or bylaws.
Source:
SL 1947, ch 33, §12; SDC Supp 1960, §11.2212 (5).
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 21 - Rural Electric Cooperatives › Section 47-21-17 - Directors not disqualified from acknowledging instruments.

47-21-17. Directors not disqualified from acknowledging instruments.
No person who is authorized to take acknowledgments under the laws of this state shall be disqualified from taking acknowledgments of instruments executed in favor of a cooperative or to which it is a party, by reason of being an officer, director, employee, or member of such cooperative.
Source:
SL 1947, ch 33, §30; SDC Supp 1960, §11.2230.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 21 - Rural Electric Cooperatives › Section 47-21-18 - Adoption of first bylaws by directors--Subsequent bylaws adopted by members.

47-21-18. Adoption of first bylaws by directors--Subsequent bylaws adopted by members.
The board of directors shall adopt the first bylaws of a cooperative to be adopted following an incorporation, conversion, merger, or consolidation. Thereafter the members shall adopt, amend, or repeal the bylaws by the affirmative vote of a majority of those members voting thereon at a meeting of the members.
Source:
SL 1947, ch 33, §8; SDC Supp 1960, §11.2208.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 21 - Rural Electric Cooperatives › Section 47-21-19 - Provisions of bylaws.

47-21-19. Provisions of bylaws.
The bylaws of a cooperative shall set forth the rights and duties of members and directors and may contain other provisions for the regulation and management of the affairs of the cooperative not inconsistent with this chapter or with its articles of incorporation. The bylaws of a cooperative may contain any provisions for the regulation and maintenance of the affairs of the cooperative not inconsistent with law or the articles of incorporation.
Source:
SL 1947, ch 33, §8; SDC Supp 1960, §11.2208; SL 2000, ch 220, §4.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 21 - Rural Electric Cooperatives › Section 47-21-20 - Bylaw provision dividing area served into districts--Election of directors by districts--District meetings--Proxy voting prohibited.

47-21-20. Bylaw provision dividing area served into districts--Election of directors by districts--District meetings--Proxy voting prohibited.
The bylaws may provide for the division of the territory served or to be served by a cooperative into two or more districts for any purpose, including, without limitation, the nomination and election of directors and the election and functioning of district delegates. In such case the bylaws shall prescribe the boundaries of the district, or the manner of establishing such boundaries, and the manner of changing such boundaries, and the manner in which such districts shall function. No member at any district meeting and no district delegate at any meeting shall vote by proxy or by mail. The bylaws may provide that directors may be elected at district director election meetings held for said purpose.
Source:
SL 1947, ch 33, §13; SDC Supp 1960, §11.2213; SL 2000, ch 220, §6.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 21 - Rural Electric Cooperatives › Section 47-21-21 - Officers--Election and qualifications--Removal of officers.

47-21-21. Officers--Election and qualifications--Removal of officers.
The officers of a cooperative shall consist of a president, vice-president, secretary, and treasurer, who shall be elected annually by and from the board of directors. When a person holding any such offices ceases to be a director he shall cease to hold such office. The offices of secretary and of treasurer may be held by the same person. The board of directors may also elect or appoint such other officers, agents, or employees as it deems necessary or advisable and shall prescribe their powers and duties. Any officer may be removed from office and his successor elected in the manner prescribed in the bylaws.
Source:
SL 1947, ch 33, §14; SDC Supp 1960, §11.2214.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 21 - Rural Electric Cooperatives › Section 47-21-21.2 - Indemnification of directors, officers, agents, and employees against liability under certain circumstances.

47-21-21.2. Indemnification of directors, officers, agents, and employees against liability under certain circumstances.
Except as otherwise provided in §47-21-21.3, 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 §47-21-21.3, 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) of this section.
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, §1; SL 2009, ch 232, §1.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 21 - Rural Electric Cooperatives › Section 47-21-21.3 - Circumstances under which directors, officers, agents, and employees may not be indemnified.

47-21-21.3. 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 §47-21-21.2; 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, §2; SL 2009, ch 232, §2.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 21 - Rural Electric Cooperatives › Section 47-21-21.4 - Indemnification of successful director, officer, agent, or employee for expenses incurred in proceeding.

47-21-21.4. 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, §3; SL 2009, ch 232, §3.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 21 - Rural Electric Cooperatives › Section 47-21-22 - Conversion of corporation into cooperative.

47-21-22. Conversion of corporation into cooperative.
Any corporation organized under the laws of this state and supplying or having the corporate power to supply electric energy may be converted into a cooperative by complying with the requirements of §§47-21-23 and 47-21-24 and shall thereupon become subject to this chapter with the same effect as if originally organized under this chapter.
Source:
SL 1947, ch 33, §20; SDC Supp 1960, §11.2220.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 21 - Rural Electric Cooperatives › Section 47-21-23 - Submission of conversion proposition to stockholders--Notice of meeting.

47-21-23. Submission of conversion proposition to stockholders--Notice of meeting.
The proposition for the conversion of the corporation described in §47-21-22 into a cooperative and proposed articles of conversion to give effect thereto shall be submitted to a meeting of the members or stockholders of such corporation, or in case of a corporation having no members or stockholders, to a meeting of the incorporators of such corporation, the notice of which shall have attached thereto a copy of the proposed articles of conversion.
Source:
SL 1947, ch 33, §20; SDC Supp 1960, §11.2220 (1).
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 21 - Rural Electric Cooperatives › Section 47-21-24 - Two-thirds vote required for approval--Articles of conversion--Contents of articles--Affidavit of compliance.

47-21-24. Two-thirds vote required for approval--Articles of conversion--Contents of articles--Affidavit of compliance.
If the proposition for the conversion of the corporation described in §47-21-22 into a cooperative and the proposed articles of conversion, with any amendments, are approved by the affirmative vote of not less than two-thirds of those members of such corporation voting thereon at such meeting, or, if such corporation is a stock corporation, by the affirmative vote of the holders of not less than two-thirds of those shares of the capital stock of such corporation represented at such meeting and voting thereon, or in the case of a corporation having no members and no shares of its capital stock outstanding, by the affirmative vote of not less than two-thirds of its incorporators, articles of conversion in the form approved shall be executed and acknowledged on behalf of such corporation by its president or vice-president and its seal shall be affixed thereto and attested by its secretary. The articles of conversion shall recite that they are executed pursuant to this chapter and shall state:
(1)The name of the corporation and the address of its principal office prior to its conversion into a cooperative;
(2)The statute or statutes under which it was organized;
(3)A statement that such corporation elects to become a cooperative, nonprofit membership corporation subject to this chapter;
(4)Its name as a cooperative;
(5)The address of the principal office of the cooperative;
(6)The names and addresses of the directors of the cooperative; and
(7)The manner in which members, stockholders or incorporators of such corporation may or shall become members of the cooperative;
and may contain any provisions not inconsistent with this chapter deemed necessary or advisable for the conduct of the business of the cooperative. The president or vice-president executing such articles of conversion shall make and annex thereto an affidavit stating that the provisions of this section and §47-21-23 were duly complied with in respect of such articles. The articles of conversion shall be deemed to be the articles of incorporation of the cooperative.
Source:
SL 1947, ch 33, §20; SDC Supp 1960, §11.2220 (2).
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 21 - Rural Electric Cooperatives › Section 47-21-25 - Consolidating cooperatives.

47-21-25. Consolidating cooperatives.
Any two or more cooperatives (each of which is hereinafter designated a "consolidating cooperative"), may consolidate into a new cooperative (hereinafter designated the "new cooperative") by complying with the requirements of §§47-21-26 and 47-21-27.
Source:
SL 1947, ch 33, §17; SDC Supp 1960, §11.2217.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 21 - Rural Electric Cooperatives › Section 47-21-26 - Submission of consolidation proposition to members--Notice of meeting.

47-21-26. Submission of consolidation proposition to members--Notice of meeting.
The proposition for the consolidation of the consolidating cooperatives into the new cooperative and proposed articles of consolidation to give effect thereto shall be submitted to a meeting of the members of each consolidating cooperative, the notice of which shall have attached thereto a copy of the proposed articles of consolidation.
Source:
SL 1947, ch 33, §17; SDC Supp 1960, §11.2217 (1).
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 21 - Rural Electric Cooperatives › Section 47-21-27 - Majority vote required for approval--Articles of consolidation--Contents of articles--Affidavit of compliance.

47-21-27. Majority vote required for approval--Articles of consolidation--Contents of articles--Affidavit of compliance.
If the proposed consolidation and the proposed articles of consolidation, with any amendments, are approved by the affirmative vote of a majority of those members of each consolidating cooperative voting thereon at each such meeting, articles of consolidation in the form approved shall be executed and acknowledged on behalf of each consolidating cooperative by its president or vice-president and its seal shall be affixed thereto and attested by its secretary. The articles of consolidation shall recite that they are executed pursuant to this chapter and shall state:
(1)The name of each consolidating cooperative and the address of its principal office;
(2)The name of the new cooperative and the address of its principal office;
(3)A statement that each consolidating cooperative agrees to the consolidation;
(4)The names and addresses of the directors of the new cooperative; and
(5)The terms and conditions of the consolidation and the mode of carrying the same into effect, including the manner in which members of the consolidating cooperatives may or shall become members of the new cooperative;
and may contain any provisions not inconsistent with this chapter deemed necessary or advisable for the conduct of the business of the new cooperative. The president or vice-president of each consolidating cooperative executing such articles of consolidation shall make and annex thereto an affidavit stating that the provisions of this section and §47-21-26 in respect of such articles were duly complied with by such cooperative.
Source:
SL 1947, ch 33, §17; SDC Supp 1960, §11.2217 (2); SL 1994, ch 350, §1.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 21 - Rural Electric Cooperatives › Section 47-21-28 - Merging cooperatives.

47-21-28. Merging cooperatives.
Any one or more cooperatives (each of which is hereinafter designated a "merging cooperative") may merge into another cooperative (hereinafter designated the "surviving cooperative"), by complying with the requirements of §§47-21-29 and 47-21-30.
Source:
SL 1947, ch 33, §18; SDC Supp 1960, §11.2218.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 21 - Rural Electric Cooperatives › Section 47-21-29 - Submission of merger proposition to members--Notice of meeting.

47-21-29. Submission of merger proposition to members--Notice of meeting.
The proposition for the merger of the merging cooperatives into the surviving cooperative and proposed articles of merger to give effect thereto shall be submitted to a meeting of the members of each merging cooperative and of the surviving cooperative, the notice of which shall have attached thereto a copy of the proposed articles of merger.
Source:
SL 1947, ch 33, §18; SDC Supp 1960, §11.2218 (1).
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 21 - Rural Electric Cooperatives › Section 47-21-30 - Majority vote required for approval--Articles of merger--Contents of articles--Affidavit of compliance.

47-21-30. Majority vote required for approval--Articles of merger--Contents of articles--Affidavit of compliance.
If the proposed merger and the proposed articles of merger, with any amendments, are approved by the affirmative vote of a majority of those members of each cooperative voting thereon at each such meeting, articles of merger in the form approved shall be executed and acknowledged on behalf of each such cooperative by its president or vice-president and its seal shall be affixed thereto and attested by its secretary. The articles of merger shall recite that they are executed pursuant to this chapter and shall state:
(1)The name of each merging cooperative and the address of its principal office;
(2)The name of the surviving cooperative and the address of its principal office;
(3)A statement that each merging cooperative and the surviving cooperative agree to the merger;
(4)The names and addresses of the directors of the surviving cooperative; and
(5)The terms and conditions of the merger and the mode of carrying the same into effect, including the manner in which members of the merging cooperatives may or shall become members of the surviving cooperative; and may contain any provisions not inconsistent with this chapter deemed necessary or advisable for the conduct of the business of the surviving cooperative. The president or vice-president of such cooperative executing such articles of merger shall make and annex thereto an affidavit stating that the provisions of this section and §47-21-29 in respect of such articles were duly complied with by such cooperative.
Source:
SL 1947, ch 33, §18; SDC Supp 1960, §11.2218 (2); SL 1994, ch 350, §2.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 21 - Rural Electric Cooperatives › Section 47-21-31 - Articles of consolidation as governing consolidated cooperative--Articles of surviving cooperative as governing merged cooperative.

47-21-31. Articles of consolidation as governing consolidated cooperative--Articles of surviving cooperative as governing merged cooperative.
In the case of consolidation the existence of the consolidating cooperatives shall cease and the articles of consolidation shall be deemed to be the articles of incorporation of the new cooperative; and in the case of a merger the separate existence of the merging cooperatives shall cease and the articles of incorporation of the surviving cooperative shall be deemed to be amended to the extent, if any, that changes therein are provided for in the articles of merger.
Source:
SL 1947, ch 33, §19; SDC Supp 1960, §11.2219 (1).
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 21 - Rural Electric Cooperatives › Section 47-21-32 - Transfer of rights and obligations to surviving cooperative.

47-21-32. Transfer of rights and obligations to surviving cooperative.
All the rights, privileges, immunities, and franchises and all property, real and personal, including without limitation applications for membership, all debts due on whatever account and all other choses in action, of each of the consolidating or merging cooperatives shall be deemed to be transferred to and vested in the new or surviving cooperative without further act or deed.
Source:
SL 1947, ch 33, §19; SDC Supp 1960, §11.2219 (2).
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 21 - Rural Electric Cooperatives › Section 47-21-33 - Liabilities after consolidation or merger--Preexisting claims--Substitution of parties.

47-21-33. Liabilities after consolidation or merger--Preexisting claims--Substitution of parties.
The new or surviving cooperative shall be responsible and liable for all the liabilities and obligations of each of the consolidating or merging cooperatives and any claim existing or action or proceeding pending by or against any of the consolidating or merging cooperatives may be prosecuted as if the consolidation or merger had not taken place, but the new or surviving cooperative may be substituted in its place.
Source:
SL 1947, ch 33, §19; SDC Supp 1960, §11.2219 (3).
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 21 - Rural Electric Cooperatives › Section 47-21-34 - Rights of creditors and lienors unaffected by consolidation or merger.

47-21-34. Rights of creditors and lienors unaffected by consolidation or merger.
Neither the rights of creditors nor any liens upon the property of any of the consolidating or merging cooperatives shall be impaired by such consolidation or merger.
Source:
SL 1947, ch 33, §19; SDC Supp 1960, §11.2219 (4).
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 21 - Rural Electric Cooperatives › Section 47-21-35 - Dissolution before commencement of business--Articles of dissolution--Majority approval required--Contents of articles.

47-21-35. Dissolution before commencement of business--Articles of dissolution--Majority approval required--Contents of articles.
A cooperative which has not commenced business may be dissolved by delivering to the secretary of state articles of dissolution which shall be executed and acknowledged on behalf of the cooperative by a majority of the incorporators and which shall state:
(1)The name of the cooperative;
(2)The address of its principal office;
(3)That the cooperative has not commenced business;
(4)That any sums received by the cooperative, less any part thereof disbursed for expenses of the cooperative, have been returned or paid to those entitled thereto;
(5)That no debt of the cooperative is unpaid; and
(6)That a majority of the incorporators elect that the cooperative be dissolved.
Source:
SL 1947, ch 33, §21; SDC Supp 1960, §11.2221 (1).
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 21 - Rural Electric Cooperatives › Section 47-21-36 - Dissolution after commencement of business.

47-21-36. Dissolution after commencement of business.
A cooperative which has commenced business may be dissolved in the manner provided by §§47-21-37 to 47-21-41, inclusive.
Source:
SL 1947, ch 33, §21; SDC Supp 1960, §11.2221 (2).
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 21 - Rural Electric Cooperatives › Section 47-21-37 - Submission of dissolution proposition to members--Majority vote required.

47-21-37. Submission of dissolution proposition to members--Majority vote required.
The proposition to dissolve a cooperative which has commenced business shall be submitted to the members of the cooperative at any annual or special meeting, the notice of which shall set forth such proposition. The members at any such meeting shall approve, by the affirmative vote of not less than a majority of all members of the cooperative, the proposition that the cooperative be dissolved.
Source:
SL 1947, ch 33, §21; SDC Supp 1960, §11.2221 (2).
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 21 - Rural Electric Cooperatives › Section 47-21-38 - Certificate of election to dissolve--Contents of certificate--Submission to secretary of state.

47-21-38. Certificate of election to dissolve--Contents of certificate--Submission to secretary of state.
Upon approval pursuant to §47-21-37 of a proposition to dissolve, a certificate of election to dissolve (hereinafter designated the "certificate"), executed and acknowledged on behalf of the cooperative by its president or vice-president under its seal, attested by its secretary and stating:
(1)The name of the cooperative;
(2)The address of its principal office; and
(3)That the members of the cooperative have duly voted that the cooperative be dissolved,
shall, together with an affidavit made by its president or vice-president executing the certificate, stating that the statements in the certificate are true, be submitted to the secretary of state for filing.
Source:
SL 1947, ch 33, §21; SDC Supp 1960, §11.2221 (2).
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 21 - Rural Electric Cooperatives › Section 47-21-39 - Cessation of business--Continuance of corporate existence--Notice to creditors--Publication.

47-21-39. Cessation of business--Continuance of corporate existence--Notice to creditors--Publication.
Upon the filing by the secretary of state of the certificate and affidavit required by §47-21-38, the cooperative shall cease to carry on its business except to the extent necessary for the termination thereof, but its corporate existence shall continue until articles of dissolution have been filed by the secretary of state. The board of directors shall immediately cause notice of the dissolution proceedings to be mailed to each known creditor of and claimant against the cooperative and to be published once a week for two successive weeks in a newspaper of general circulation in the county in which the principal office of the cooperative is located.
Source:
SL 1947, ch 33, §21; SDC Supp 1960, §11.2221 (2).
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 21 - Rural Electric Cooperatives › Section 47-21-40 - Liquidation of affairs of cooperative--Distribution of assets--Rights of patrons--Rights of members--Distribution of remains.

47-21-40. Liquidation of affairs of cooperative--Distribution of assets--Rights of patrons--Rights of members--Distribution of remains.
The board of directors shall liquidate and settle the affairs of a cooperative which has filed the certificate and affidavit described in §47-21-38, collect sums owing to it, liquidate its property and assets, pay and discharge its debts, obligations, and liabilities, other than those to patrons arising by reason of their patronage, and do all other things required to terminate its business, and after paying or discharging or adequately providing for the payment or discharge of all its debts, obligations, and liabilities, other than those to patrons arising by reason of their patronage, shall distribute any remaining sums, first to patrons for the prorata return of all amounts standing to their credit by reason of their patronage, and second to members for the prorata repayment of membership fees. Any sums then remaining shall be distributed among its members and former members in proportion to their patronage.
Source:
SL 1947, ch 33, §21; SDC Supp 1960, §11.2221 (2).
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 21 - Rural Electric Cooperatives › Section 47-21-41 - Articles of dissolution--Contents of articles.

47-21-41. Articles of dissolution--Contents of articles.
The board of directors shall, upon completion of the acts required by §47-21-40, authorize the execution of articles of dissolution, which shall be executed and acknowledged on behalf of the cooperative by its president or vice-president, and its seal shall be affixed thereto and attested by its secretary. The articles of dissolution 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 date on which the certificate of election to dissolve was filed by the secretary of state;
(4)That there are no actions or suits pending against the cooperative;
(5)That all debts, obligations, and liabilities of the cooperative have been paid and discharged or that adequate provision has been made therefor; and
(6)That the provisions of §§47-21-36 to 47-21-40, inclusive, have been duly complied with.
The president or vice-president executing the articles of dissolution shall make and annex thereto an affidavit stating that the statements made therein are true.
Source:
SL 1947, ch 33, §21; SDC Supp 1960, §11.2221 (2).
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 21 - Rural Electric Cooperatives › Section 47-21-42 - Delivery of articles to secretary of state--Fees--Effective date of action--Certificates of election to dissolve.

47-21-42. Delivery of articles to secretary of state--Fees--Effective date of action--Certificates of election to dissolve.
Articles of incorporation, amendment, consolidation, merger, conversion, or dissolution, when executed and acknowledged and accompanied by such affidavits as may be required by applicable provisions of this chapter shall be presented to the secretary of state for filing in the records of his office. If the secretary of state shall find that the articles presented conform to the requirements of this chapter he shall, upon the payment of the fees as in this chapter provided, file such articles in the records of his office and upon such filing the incorporation, amendment, consolidation, merger, conversion, or dissolution provided for therein shall be in effect. The provisions of this section shall also apply to certificates of election to dissolve and affidavits executed in connection therewith pursuant to §47-21-38.
Source:
SL 1947, ch 33, §22; SDC Supp 1960, §11.2222.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 21 - Rural Electric Cooperatives › Section 47-21-43 - Fee schedule of secretary of state.

47-21-43. Fee schedule of secretary of state.
The secretary of state shall charge and collect for:
(1)Filing articles of incorporation, ten dollars;
(2)Filing articles of consolidation or merger, ten dollars;
(3)Filing articles of amendment, ten dollars;
(4)Filing articles of conversion, ten dollars;
(5)Filing certificate of election to dissolve, two dollars;
(6)Filing articles of dissolution, two dollars; and
(7)Filing certificate of change of principal office, one dollar.
Source:
SL 1947, ch 33, §32; SDC Supp 1960, §11.2232.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 21 - Rural Electric Cooperatives › Section 47-21-44 - Encumbering cooperative property in favor of governmental agency permitted.

47-21-44. Encumbering cooperative property in favor of governmental agency permitted.
The board of directors of a cooperative shall have full power to authorize the execution and delivery of a mortgage or mortgages or a deed or deeds of trust of, or the pledging or encumbering of, any or all of the property, assets, rights, privileges, licenses, franchises, and permits of the cooperative whether acquired or to be acquired, and wherever situated, as well as the revenues therefrom, all upon such terms and conditions as the board of directors shall determine, to secure any indebtedness of the cooperative to United States of America or any agency or instrumentality thereof or any other lender.
Source:
SL 1947, ch 33, §24; SDC Supp 1960, §11.2224 (1); SL 1971, ch 259, §1.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 21 - Rural Electric Cooperatives › Section 47-21-46 - Place of recordation of encumbrance.

47-21-46. Place of recordation of encumbrance.
Any mortgage, deed of trust, or other instrument executed by a cooperative pursuant to this chapter, which affects real and personal property and which is recorded in the real property records in any county in which such property is located or is to be located shall have the same force and effect as if the mortgage, deed of trust, or other instrument, were also recorded, filed, or indexed as provided by law in the proper office in such county as a mortgage of personal property.
Source:
SL 1947, ch 33, §26; SDC Supp 1960, §11.2226.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 21 - Rural Electric Cooperatives › Section 47-21-46.1 - Filing and recording of trust deed or mortgage in Office of Secretary of State--Effect.

47-21-46.1. Filing and recording of trust deed or mortgage in Office of Secretary of State--Effect.
Any trust deed or mortgage executed by a cooperative organized under the provisions of this chapter or qualified in accordance with the provisions of §47-21-74 or §§47-1A-1501 to 47-1A-1532, inclusive, relative to the qualification of foreign cooperatives to transact business in this state, shall be filed and recorded in the Office of the Secretary of State. The filing and recording of the trust deed or mortgage creates a lien upon the property, real and personal, from the time of the filing. The filing and recording in the Office of the Secretary of State has the same effect to any property as the filing or recording of a similar instrument in each office of the register of deeds where the property is situated.
Source:
SL 2009, ch 233, §1.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 21 - Rural Electric Cooperatives › Section 47-21-46.2 - Filing required under chapter 57A-9 to be maintained in Office of Secretary of State--Contents of financing statement--Termination of effectiveness.

47-21-46.2. Filing required under chapter 57A-9 to be maintained in Office of Secretary of State--Contents of financing statement--Termination of effectiveness.
Notwithstanding any provision to the contrary in chapter 57A-9, any filing required under the uniform commercial code in order to perfect a security interest against the personal property or fixtures of a debtor rural electric cooperative shall be made and maintained in the Office of the Secretary of State. If the financing statement covers goods of a debtor rural electric cooperative which are or are to become fixtures, no description of the real estate or the name of the record owner thereof is required. Filing of a financing statement against the property of a debtor rural electric cooperative is effective until released or terminated.
Source:
SL 2009, ch 233, §2.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 21 - Rural Electric Cooperatives › Section 47-21-46.3 - Filing of mortgage or trust deed covering less than fee simple interest--Effect--Termination--Sufficiency of description.

47-21-46.3. Filing of mortgage or trust deed covering less than fee simple interest--Effect--Termination--Sufficiency of description.
A mortgage or trust deed to secure a debt executed by a rural electric cooperative, covering the whole or part of its easements or other less than fee simple interests in real estate used in the transmission or distribution of electric service, and also covering the fixtures of the rural electric cooperative which are annexed to it, may be filed in the Office of the Secretary of State along with, or as part of, the financing statement covering the fixtures. The filing of the mortgage or deed of trust has the same effect, and is notice of the rights and interest of the mortgagee or trustee in the easements and other less than fee simple interest in real estate to the same extent as if the mortgage or deed of trust were duly recorded in the office of the register of deeds of each county in which the real estate is situated. The effectiveness of the filing terminates at the same time as provided in §47-21-46.2 for the termination of the effectiveness of a fixture filing. For the purpose of this section, a mortgage or deed of trust filed under this section contains a sufficient description to give notice of the rights and interest of the mortgagee or trustee in the easements and other less than fee simple interest in the real estate used for the transmission and distribution of electric service of the rural electric cooperative if the mortgage or deed of trust states that the security includes easements, rights-of-way of, or transmission or distribution systems of, or lines of, the rural electric cooperative, or all property owned by the rural electric cooperative. A mortgage or deed of trust filed before July 1, 2009, pursuant to §47-21-46, which complies with the provisions of this section, is considered filed and effective under this section as of July 1, 2009. Section 47-21-46 applies to real estate owned in fee simple by a rural electric cooperative. Any mortgage or deed of trust filed before July 1, 2009, with the Office of the Secretary of State pursuant to chapter 57A-9, that complies with the provisions of this section, is considered filed and effective under this section as of July 1, 2009.
Source:
SL 2009, ch 233, §3.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 21 - Rural Electric Cooperatives › Section 47-21-46.4 - Applicability of other laws--Single filing--Index.

47-21-46.4. Applicability of other laws--Single filing--Index.
To the extent not superceded by the specific provisions of §§47-21-46.1 to 47-21-46.4, inclusive, the uniform commercial code and other applicable laws remain in full force and effect and supplement the provisions of §§47-21-46.1 to 47-21-46.4, inclusive. Any rural electric cooperative may make a single filing under §§47-21-46.1 to 47-21-46.3, inclusive, and the secretary of state shall accept the same as a single filing. The financing statement shall identify the rural electric cooperative as a transmitting utility and shall be indexed under §57A-9-501(b), but the index may also refer to the secretary of state's recording data for real estate records under §§47-21-46.1 to 47-21-46.3, inclusive, and the retention by the secretary of state of a microfilm or other photographic copy of the document filed in the real estate records shall be sufficient to comply with the retention requirements of §57A-9-522.
Source:
SL 2009, ch 233, §4.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 21 - Rural Electric Cooperatives › Section 47-21-46.5 - Assignment or discharge of trust deed or mortgage.

47-21-46.5. Assignment or discharge of trust deed or mortgage.
Any trust deed or mortgage described in §47-21-46 to 47-21-46.3, inclusive, may be assigned or discharged by filing for record in the Office of the Secretary of State and in the Office of the Register of Deeds of each county, if any, in which the trust deed or mortgage has been filed for record an instrument of assignment or discharge executed in the manner and providing the information required with respect to real estate mortgages by §§44-8-13 and 44-8-14, respectively. However, no such instrument need provide the description of the mortgaged property, except that an instrument of discharge whereby less than all the mortgaged property is released from the lien of the trust deed or mortgage shall provide the full description of, or clearly identify by reference to numbered or lettered portions of the descriptions as the same appears in the trust deed or mortgage, the property so released.
Source:
SL 2009, ch 233, §5.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 21 - Rural Electric Cooperatives › Section 47-21-46.6 - Filing fee.

47-21-46.6. Filing fee.
The secretary of state shall charge and collect a filing fee of one dollar per page for each document filed pursuant to §§47-21-46.1 to 47-21-46.3, inclusive, and §49-34-11.
Source:
SL 2009, ch 233, §6.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 21 - Rural Electric Cooperatives › Section 47-21-47 - After-acquired property as subject to encumbrance--Recordation as notice.

47-21-47. After-acquired property as subject to encumbrance--Recordation as notice.
All after-acquired property of a cooperative described or referred to as being mortgaged or pledged in any mortgage, deed of trust, or other instrument described in §47-21-46, shall become subject to the lien thereof immediately upon the acquisition of such property by such cooperative whether or not such property was in existence at the time of the execution of such mortgage, deed of trust, or other instrument. Recordation of any such mortgage, deed of trust, or other instrument shall constitute notice and otherwise have the same effect with respect to such after-acquired property as it has under the laws relating to recordation, with respect to property owned by such cooperative at the time of the execution of such mortgage, deed of trust, or other instrument and therein described or referred to as being mortgaged or pledged thereby.
Source:
SL 1947, ch 33, §26; SDC Supp 1960, §11.2226.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 21 - Rural Electric Cooperatives › Section 47-21-48 - Encumbrance against personal property--Continuance of lien without refiling.

47-21-48. Encumbrance against personal property--Continuance of lien without refiling.
The lien upon personal property of any mortgage, deed of trust, or other instrument described in §47-21-46 shall, after recordation thereof, continue in existence and of record for the period of time specified therein without the refiling thereof or the filing of any renewal certificate, affidavit, or other supplemental information required by the laws relating to the renewal, maintenance, or extension of liens upon personal property.
Source:
SL 1947, ch 33, §26; SDC Supp 1960, §11.2226.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 21 - Rural Electric Cooperatives › Section 47-21-49 - Members of cooperatives--Qualifications.

47-21-49. Members of cooperatives--Qualifications.
Each incorporator of a cooperative shall be a member thereof, but no other person may become a member thereof unless such other person agrees to use electric energy furnished by the cooperative when it is made available through its facilities.
Source:
SL 1947, ch 33, §9; SDC Supp 1960, §11.2209.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 21 - Rural Electric Cooperatives › Section 47-21-50 - Use of electric energy required--Failure to make energy available.

47-21-50. Use of electric energy required--Failure to make energy available.
Any member of a cooperative, other than a member which is itself a cooperative, who agrees to use electric energy shall cease to be a member if he does not use electric energy supplied by the cooperative within six months after it is made available to him or if electric energy is not made available to him by the cooperative within two years after he becomes a member, or such lesser period as the bylaws of the cooperative may provide.
Source:
SL 1947, ch 33, §9; SDC Supp 1960, §11.2209.