reglab/statecodes huggingface dataset:
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-602 - Classification or reclassification of unissued shares determined by board of directors.

47-1A-602. Classification or reclassification of unissued shares determined by board of directors.
If the articles of incorporation so provide, the board of directors, without shareholder approval, may:
(1)Classify any unissued shares into one or more classes or into one or more series within a class;
(2)Reclassify any unissued shares of any class into one or more classes or into one or more series within one or more classes; or
(3)Reclassify any unissued shares of any series of any class into one or more classes or into one or more series within a class.
Source:
SL 2005, ch 239, §56.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-602.1 - Terms of class or series determined by board of directors.

47-1A-602.1. Terms of class or series determined by board of directors.
If the board of directors acts pursuant to §47-1A-602, the board shall determine the terms, including the preferences, rights, and limitations, to the same extent permitted under §§47-1A-601 to 47-1A-601.2, inclusive, of:
(1)Any class of shares before the issuance of any shares of that class; or
(2)Any series within a class before the issuance of any shares of that series.
Before issuing any shares of a class or series created under §47-1A-602, the corporation shall deliver to the Office of the Secretary of State for filing articles of amendment setting forth the terms determined under this section.
Source:
SL 2005, ch 239, §57.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-603 - Issuance of shares--Outstanding until reacquired, redeemed, converted, or cancelled.

47-1A-603. Issuance of shares--Outstanding until reacquired, redeemed, converted, or cancelled.
A corporation may issue the number of shares of each class or series authorized by the articles of incorporation. Shares that are issued are outstanding shares until they are reacquired, redeemed, converted, or cancelled. The reacquisition, redemption, or conversion of outstanding shares is subject to the limitations of §47-1A-603.1 and §§47-1A-640 to 47-1A-640.5, inclusive.
Source:
SL 2005, ch 239, §58.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-603.1 - Outstanding shares--Shares with unlimited voting rights and entitled to receipt of net assets upon dissolution required.

47-1A-603.1. Outstanding shares--Shares with unlimited voting rights and entitled to receipt of net assets upon dissolution required.
At all times that shares of the corporation are outstanding, one or more shares that together have unlimited voting rights and one or more shares that together are entitled to receive the net assets of the corporation upon dissolution must be outstanding.
Source:
SL 2005, ch 239, §59.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-604 - Fractional shares--Scrip.

47-1A-604. Fractional shares--Scrip.
A corporation may:
(1)Issue fractions of a share or pay in money the value of fractions of a share;
(2)Arrange for disposition of fractional shares by the shareholders;
(3)Issue scrip in registered or bearer form entitling the holder to receive a full share upon surrendering enough scrip to equal a full share.
Source:
SL 2005, ch 239, §60.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-604.1 - Scrip--Label on certificate--Information.

47-1A-604.1. Scrip--Label on certificate--Information.
Each certificate representing scrip shall be conspicuously labeled scrip and shall contain the information required by §47-1A-625.
Source:
SL 2005, ch 239, §61.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-604.2 - Rights of holder of fractional share--Scrip.

47-1A-604.2. Rights of holder of fractional share--Scrip.
The holder of a fractional share is entitled to exercise the rights of a shareholder, including the right to vote, to receive dividends, and to participate in the assets of the corporation upon liquidation. The holder of scrip is not entitled to any of these rights unless the scrip so provides.
Source:
SL 2005, ch 239, §62.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-604.3 - Issuance of script--Authorization by board of directors--Conditions.

47-1A-604.3. Issuance of script--Authorization by board of directors--Conditions.
The board of directors may authorize the issuance of scrip subject to any condition considered desirable, including:
(1)That the scrip will become void if not exchanged for full shares before a specified date; and
(2)That the shares for which the scrip is exchangeable may be sold and the proceeds paid to the scripholders.
Source:
SL 2005, ch 239, §63.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-620 - Subscription for shares before incorporation.

47-1A-620. Subscription for shares before incorporation.
A subscription for shares entered into before incorporation is irrevocable for six months unless the subscription agreement provides a longer or shorter period or all the subscribers agree to revocation. The board of directors may determine the payment terms of subscription for shares that were entered into before incorporation, unless the subscription agreement specifies them. A call for payment by the board of directors shall be uniform so far as practicable as to all shares of the same class or series, unless the subscription agreement specifies otherwise.
Shares issued pursuant to subscriptions entered into before incorporation are fully paid and nonassessable when the corporation receives the consideration specified in the subscription agreement. If a subscriber defaults in payment of money or property under a subscription agreement entered into before incorporation, the corporation may collect the amount owed as any other debt. Alternatively, unless the subscription agreement provides otherwise, the corporation may rescind the agreement and may sell the shares if the debt remains unpaid for more than twenty days after the corporation sends written demand for payment to the subscriber.
A subscription agreement entered into after incorporation is a contract between the subscriber and the corporation subject to §§47-1A-621 and 47-1A-621.1.
Source:
SL 2005, ch 239, §64.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-621.1 - Issuance of shares requiring approval of shareholders.

47-1A-621.1. Issuance of shares requiring approval of shareholders.
An issuance of shares or other securities convertible into or rights exercisable for shares, in a transaction or a series of integrated transactions, requires approval of the shareholders, at a meeting at which a quorum consisting of at least a majority of the votes entitled to be cast on the matter exists, if:
(1)The shares, other securities, or rights are issued for consideration other than cash or cash equivalents; and
(2)The voting power of shares that are issued and issuable as a result of the transaction or series of integrated transactions will comprise more than twenty percent of the voting power of the shares of the corporation that were outstanding immediately before the transaction.
For purposes of determining the voting power of shares issued and issuable as a result of a transaction or series of integrated transactions, the voting power of shares shall be the greater of the voting power of the shares to be issued, or the voting power of the shares that would be outstanding after giving effect to the conversion of convertible shares and other securities and the exercise of rights to be issued. For the purposes of this section, a series of transactions is integrated if consummation of one transaction is made contingent on consummation of one or more of the other transactions.
Source:
SL 2005, ch 239, §66.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-622 - Liability of shareholders.

47-1A-622. Liability of shareholders.
A purchaser from a corporation of its own shares is not liable to the corporation or its creditors with respect to the shares except to pay the consideration for which the shares were authorized to be issued or specified in the subscription agreement.
Unless otherwise provided in the articles of incorporation, no shareholder of a corporation is personally liable for the acts or debts of the corporation except that a shareholder may become personally liable by reason of the shareholder's own acts or conduct.
Source:
SL 2005, ch 239, §67.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-623 - Share dividends.

47-1A-623. Share dividends.
Unless the articles of incorporation provide otherwise, shares may be issued pro rata and without consideration to the corporation's shareholders or to the shareholders of one or more classes or series. An issuance of shares under this section is a share dividend.
Shares of one class or series may not be issued as a share dividend in respect of shares of another class or series unless:
(1)The articles of incorporation so authorize;
(2)A majority of the votes entitled to be cast by the class or series to be issued approve the issue; or
(3)There are no outstanding shares of the class or series to be issued.
If the board of directors does not fix the record date for determining shareholders entitled to a share dividend, it is the date the board of directors authorizes the share dividend.
Source:
SL 2005, ch 239, §68.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-624 - Share options.

47-1A-624. Share options.
A corporation may issue rights, options, or warrants for the purchase of shares or other securities of the corporation. The board of directors shall determine the terms upon which the rights, options, or warrants are issued, and the terms, including the consideration, for which the shares or other securities are to be issued. The authorization by the board of directors for the corporation to issue such rights, options, or warrants constitutes authorization of the issuance of the shares or other securities for which the rights, options, or warrants are exercisable.
The terms and conditions of such rights, options, or warrants, including those outstanding on the effective date of this section, may include restrictions or conditions that:
(1)Preclude or limit the exercise, transfer, or receipt of such rights, options, or warrants by any person or persons owning or offering to acquire a specified number or percentage of the outstanding shares or other securities of the corporation or by any transferee or transferees of any such person or persons; or
(2)Invalidate or void such rights, options, or warrants held by any such person or persons or any such transferee or transferees.
Source:
SL 2005, ch 239, §69.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-625 - Form and content of certificates generally.

47-1A-625. Form and content of certificates generally.
Shares may but need not be represented by certificates. Unless this chapter or another statute expressly provides otherwise, the rights and obligations of shareholders are identical whether or not their shares are represented by certificates. At a minimum each share certificate shall state on its face:
(1)The name of the issuing corporation and that it is organized under the law of this state;
(2)The name of the person to whom issued; and
(3)The number and class of shares and the designation of the series, if any, the certificate represents.
Source:
SL 2005, ch 239, §70.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-625.1 - Certificate requirements when corporation authorized to issue different classes of shares or different series within a class.

47-1A-625.1. Certificate requirements when corporation authorized to issue different classes of shares or different series within a class.
If the issuing corporation is authorized to issue different classes of shares or different series within a class, the designations, relative rights, preferences, and limitations applicable to each class and the variations in rights, preferences, and limitations determined for each series, and the authority of the board of directors to determine variations for future series, shall be summarized on the front or back of each certificate. Alternatively, each certificate may state conspicuously on its front or back that the corporation will furnish the shareholder this information on request in writing and without charge.
Source:
SL 2005, ch 239, §71.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-625.2 - Signatures on certificate--Seal.

47-1A-625.2. Signatures on certificate--Seal.
Each share certificate shall be signed, either manually or in facsimile, by two officers designated in the bylaws or by the board of directors and may bear the corporate seal or its facsimile. If the person who signed a share certificate no longer holds office when the certificate is issued, the certificate is nevertheless valid.
Source:
SL 2005, ch 239, §72.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-626 - Shares without certificates.

47-1A-626. Shares without certificates.
Unless the articles of incorporation or bylaws provide otherwise, the board of directors of a corporation may authorize the issue of some or all of the shares of any or all of its classes or series without certificates. The authorization does not affect shares already represented by certificates until they are surrendered to the corporation.
Within a reasonable time after the issue or transfer of shares without certificates, the corporation shall send the shareholder a written statement of the information required on certificates by §§47-1A-625 and 47-1A-625.1, and, if applicable, §§47-1A-627 to 47-1A-627.2, inclusive.
Source:
SL 2005, ch 239, §73.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-627 - Restriction on transfer of shares or registration of transfer of shares in articles, bylaws, or agreements--Effect on shares.

47-1A-627. Restriction on transfer of shares or registration of transfer of shares in articles, bylaws, or agreements--Effect on shares.
The articles of incorporation, bylaws, an agreement among shareholders, or an agreement between shareholders and the corporation may impose restrictions on the transfer or registration of transfer of shares of the corporation. A restriction does not affect shares issued before the restriction was adopted unless the holders of the shares are parties to the restriction agreement or voted in favor of the restriction.
Source:
SL 2005, ch 239, §74.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-627.1 - Purposes for which restriction on transfer of shares and registration of transfer of shares authorized--Validity and enforceability of restriction.

47-1A-627.1. Purposes for which restriction on transfer of shares and registration of transfer of shares authorized--Validity and enforceability of restriction.
A restriction on the transfer or registration of transfer of shares is valid and enforceable against the holder or a transferee of the holder if the restriction is authorized by this section and its existence is noted conspicuously on the front or back of the certificate or is contained in the information statement required by §47-1A-626. Unless so noted, a restriction is not enforceable against a person without knowledge of the restriction. A restriction on the transfer or registration of transfer of shares is authorized:
(1)To maintain the corporation's status when it is dependent on the number or identity of its shareholders;
(2)To preserve exemptions under federal or state securities law;
(3)For any other reasonable purpose.
Source:
SL 2005, ch 239, §75.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-627.2 - Terms of restriction on transfer or registration of transfer of shares.

47-1A-627.2. Terms of restriction on transfer or registration of transfer of shares.
A restriction on the transfer or registration of transfer of shares may:
(1)Obligate the shareholder first to offer the corporation or other persons, separately, consecutively, or simultaneously, an opportunity to acquire the restricted shares;
(2)Obligate the corporation or other persons, separately, consecutively, or simultaneously, to acquire the restricted shares;
(3)Require the corporation, the holders of any class of its shares, or another person to approve the transfer of the restricted shares, if the requirement is not manifestly unreasonable;
(4)Prohibit the transfer of the restricted shares to designated persons or classes of persons, if the prohibition is not manifestly unreasonable.
Source:
SL 2005, ch 239, §76.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-628 - Expense of issue.

47-1A-628. Expense of issue.
A corporation may pay the expenses of selling or underwriting its shares, and of organizing or reorganizing the corporation, from the consideration received for shares.
Source:
SL 2005, ch 239, §77.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-630 - Shareholders' preemptive rights.

47-1A-630. Shareholders' preemptive rights.
The shareholders of a corporation have the preemptive right to acquire unissued or treasury shares of a corporation, except, to the extent, if any, that such right is limited or denied in the articles of incorporation. Having preemptive rights means that the following provisions apply except to the extent the articles of incorporation expressly provide otherwise:
(1)The shareholders of the corporation have a preemptive right, granted on uniform terms and conditions prescribed by the board of directors to provide a fair and reasonable opportunity to exercise the right, to acquire proportional amounts of the corporation's unissued shares upon the decision of the board of directors to issue them;
(2)A shareholder may waive any preemptive right. A waiver evidenced by a writing is irrevocable even though it is not supported by consideration;
(3)There is no preemptive right with respect to:
(a)Shares issued as compensation to directors, officers, agents, or employees of the corporation, its subsidiaries or affiliates;
(b)Shares issued to satisfy conversion or option rights created to provide compensation to directors, officers, agents, or employees of the corporation, its subsidiaries or affiliates;
(c)Shares authorized in articles of incorporation that are issued within six months from the effective date of incorporation;
(d)Shares sold otherwise than for money;
(4)Holders of shares of any class without general voting rights, but with preferential rights to distributions or assets, have no preemptive rights with respect to shares of any class;
(5)Holders of shares of any class with general voting rights, but without preferential rights to distributions or assets, have no preemptive rights with respect to shares of any class with preferential rights to distributions or assets unless the shares with preferential rights are convertible into or carry a right to subscribe for or acquire shares without preferential rights;
(6)Shares subject to preemptive rights that are not acquired by shareholders may be issued to any person for a period of one year after being offered to shareholders at a consideration set by the board of directors that is not lower than the consideration set for the exercise of preemptive rights. An offer at a lower consideration or after the expiration of one year is subject to the shareholders' preemptive rights.
For purposes of this section, the term, shares, includes a security convertible into or carrying a right to subscribe for or acquire shares.
Source:
SL 2005, ch 239, §78.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-631 - Corporation's acquisition of its own shares.

47-1A-631. Corporation's acquisition of its own shares.
A corporation may acquire its own shares, and shares so acquired constitute authorized but unissued shares. If the articles of incorporation prohibit the reissue of the acquired shares, the number of authorized shares is reduced by the number of shares acquired.
Source:
SL 2005, ch 239, §79.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-640 - Distributions to shareholders authorized--Distribution entitlement date.

47-1A-640. Distributions to shareholders authorized--Distribution entitlement date.
A board of directors may authorize, and the corporation may make, distributions to its shareholders subject to restriction by the articles of incorporation and the limitation in §47-1A-640.1. If the board of directors does not fix the record date for determining shareholders entitled to a distribution, other than one involving a purchase, redemption, or other acquisition of the corporation's shares, it is the date the board of directors authorizes the distribution.
Source:
SL 2005, ch 239, §80.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-640.1 - Distribution to shareholders prohibited if certain financial conditions result.

47-1A-640.1. Distribution to shareholders prohibited if certain financial conditions result.
No distribution may be made if, after giving it effect:
(1)The corporation would not be able to pay its debts as they become due in the usual course of business; or
(2)The corporation's total assets would be less than the sum of its total liabilities plus, unless the articles of incorporation permit otherwise, the amount that would be needed, if the corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of shareholders whose preferential rights are superior to those receiving the distribution.
The board of directors may base a determination that a distribution is not prohibited under this section either on financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances or on a fair valuation or other method that is reasonable under the circumstances.
Source:
SL 2005, ch 239, §81.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-640.2 - Factors used to measure effect of distribution.

47-1A-640.2. Factors used to measure effect of distribution.
Except as provided in §47-1A-640.4, the effect of a distribution under §47-1A-640.1 is measured:
(1)In the case of distribution by purchase, redemption, or other acquisition of the corporation's shares, as of the earlier of the date money or other property is transferred or debt incurred by the corporation, or the date the shareholder ceases to be a shareholder with respect to the acquired shares;
(2)In the case of any other distribution of indebtedness, as of the date the indebtedness is distributed; and
(3)In all other cases, as of the date the distribution is authorized if the payment occurs within one hundred twenty days after the date of authorization, or the date the payment is made if it occurs more than one hundred twenty days after the date of authorization.
Source:
SL 2005, ch 239, §82.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-640.3 - Indebtedness to shareholder by reason of distribution at parity with indebtedness to general unsecured creditor.

47-1A-640.3. Indebtedness to shareholder by reason of distribution at parity with indebtedness to general unsecured creditor.
A corporation's indebtedness to a shareholder incurred by reason of a distribution made in accordance with §§47-1A-640 to 47-1A-640.5, inclusive, is at parity with the corporation's indebtedness to its general, unsecured creditors except to the extent subordinated by agreement.
Source:
SL 2005, ch 239, §83.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-640.4 - Indebtedness of corporation for purposes of determinations under § 47-1A-640.1.

47-1A-640.4. Indebtedness of corporation for purposes of determinations under §47-1A-640.1.
Indebtedness of a corporation, including indebtedness issued as a distribution, is not considered a liability for purposes of determinations under §47-1A-640.1 if its terms provide that payment of principal and interest are made only if and to the extent that payment of a distribution to shareholders could then be made under this section. If the indebtedness is issued as a distribution, each payment of principal or interest is treated as a distribution, the effect of which is measured on the date the payment is actually made.
Source:
SL 2005, ch 239, §84.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-640.5 - Application of provisions in §§ 47-1A-640 to 47-1A-640.4.

47-1A-640.5. Application of provisions in §§47-1A-640 to 47-1A-640.4.
The provisions of §§47-1A-640 to 47-1A-640.4, inclusive, do not apply to distributions in liquidation under §§47-1A-1402 to 47-1A-1501, inclusive.
Source:
SL 2005, ch 239, §85.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-701 - Annual meeting.

47-1A-701. Annual meeting.
A corporation shall hold a meeting of shareholders annually at a time stated in or fixed in accordance with the bylaws. Annual shareholders' meetings may be held in or out of this state at the place stated in or fixed in accordance with the bylaws. If no place is stated in or fixed in accordance with the bylaws, annual meetings shall be held at the corporation' s principal office. The failure to hold an annual meeting at the time stated in or fixed in accordance with a corporation's bylaws does not affect the validity of any corporate action.
Source:
SL 2005, ch 239, §86.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-702 - Special meeting.

47-1A-702. Special meeting.
A corporation shall hold a special meeting of shareholders:
(1)On call of its board of directors or any persons authorized to do so by the articles of incorporation or bylaws; or
(2)If the holders of at least ten percent of all the votes entitled to be cast on an issue proposed to be considered at the proposed special meeting sign, date, and deliver to the corporation one or more written demands for the meeting describing the purpose or purposes for which it is to be held. However, the articles of incorporation may fix a lower percentage or a higher percentage not exceeding twenty-five percent of all the votes entitled to be cast on any issue proposed to be considered. Unless otherwise provided in the articles of incorporation, a written demand for a special meeting may be revoked by a writing to that effect received by the corporation prior to the receipt by the corporation of demands sufficient in number to require the holding of a special meeting.
If not otherwise fixed under §47-1A-703 or 47-1A-707, the record date for determining shareholders entitled to demand a special meeting is the date the first shareholder signs the demand. Special shareholders' meetings may be held in or out of this state at the place stated in or fixed in accordance with the bylaws. If no place is stated or fixed in accordance with the bylaws, special meetings shall be held at the corporation's principal office. Only business within the purposes described in the meeting notice required by §47-1A-705 may be conducted at a special shareholders' meeting.
Source:
SL 2005, ch 239, §87.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-703 - Court-ordered meeting.

47-1A-703. Court-ordered meeting.
The circuit court of the county where a corporation's principal office is located in this state, or, if none in this state, the circuit court of Hughes County, may summarily order a meeting to be held:
(1)On application of any shareholder of the corporation entitled to participate in an annual meeting if an annual meeting was not held within the earlier of six months after the end of the corporation's fiscal year or fifteen months after its last annual meeting; or
(2)On application of a shareholder who signed a demand for a special meeting valid under §47-1A-702, if:
(a)Notice of the special meeting was not given within thirty days after the date the demand was delivered to the corporation's secretary; or
(b)The special meeting was not held in accordance with the notice.
The court may fix the time and place of the meeting, determine the shares entitled to participate in the meeting, specify a record date for determining shareholders entitled to notice of and to vote at the meeting, prescribe the form and content of the meeting notice, fix the quorum required for specific matters to be considered at the meeting, or direct that the votes represented at the meeting constitute a quorum for action on those matters, and enter other orders necessary to accomplish the purposes of the meeting.
Source:
SL 2005, ch 239, §88; SL 2008, ch 275, §33.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-704 - Action without meeting.

47-1A-704. Action without meeting.
Action required or permitted by this chapter to be taken at a shareholders' meeting may be taken without a meeting if the action is taken by all the shareholders entitled to vote on the action. The action shall be evidenced by one or more written consents describing the action taken, signed by all the shareholders entitled to vote on the action, and delivered to the corporation for inclusion in the minutes or filing with the corporate records. If not otherwise fixed under §47-1A-703 or 47-1A-707, the record date for determining shareholders entitled to take action without a meeting is the date the first shareholder signs the consent under this section. No written consent is effective to take the corporate action referred to therein unless written consents signed by all shareholders entitled to vote on the action are received by the corporation. A written consent may be revoked by a writing to that effect received by the corporation prior to receipt by the corporation of unrevoked written consents signed by all shareholders entitled to vote on the action. A consent signed under this section has the effect of a meeting vote and may be described as such in any document.
Source:
SL 2005, ch 239, §89.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-704.1 - Notice to nonvoting shareholders of action to be taken by unanimous consent of voting shareholders.

47-1A-704.1. Notice to nonvoting shareholders of action to be taken by unanimous consent of voting shareholders.
If this chapter requires that notice of proposed action be given to nonvoting shareholders and the action is to be taken by unanimous consent of the voting shareholders, the corporation shall give its nonvoting shareholders written notice of the proposed action at least ten days before the action is taken. The notice shall contain or be accompanied by the same material that, under this chapter, would have been required to be sent to nonvoting shareholders in a notice of meeting at which the proposed action would have been submitted to the shareholders for action.
Source:
SL 2005, ch 239, §90.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-705 - Notice of meeting.

47-1A-705.Notice of meeting.
Except for the increase of stock and indebtedness when sixty days' notice is required by S. D. Const., Art. XVII, §8, a corporation shall notify shareholders of the date, time, and place of each annual and special shareholders' meeting no fewer than ten nor more than sixty days before the meeting date. Unless this chapter or the articles of incorporation require otherwise, the corporation is required to give notice only to shareholders entitled to vote at the meeting. Unless this chapter or the articles of incorporation require otherwise, notice of an annual meeting need not include a description of the purpose or purposes for which the meeting is called. However, notice of a special meeting shall include a description of the purpose or purposes for which the meeting is called. If not otherwise fixed under §47-1A-703 or 47-1A-707, the record date for determining shareholders entitled to notice of and to vote at an annual or special shareholders' meeting is the day before the first notice is delivered to shareholders.
Unless the bylaws require otherwise, if an annual or special shareholders' meeting is adjourned to a different date, time, or place, notice need not be given of the new date, time, or place if the new date, time, or place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed under §47-1A-707, notice of the adjourned meeting shall be given under this section to persons who are shareholders as of the new record date.
Source:
SL 2005, ch 239, §91.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-706 - Waiver of notice.

47-1A-706. Waiver of notice.
A shareholder may waive any notice required by this chapter, the articles of incorporation, or bylaws before or after the date and time stated in the notice. The waiver shall be in writing, shall be signed by the shareholder entitled to the notice, and shall be delivered to the corporation for inclusion in the minutes or filing with the corporate records.
A shareholder's attendance at a meeting:
(1)Waives objection to lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting;
(2)Waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.
Source:
SL 2005, ch 239, §92.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-707 - Record date.

47-1A-707. Record date.
The bylaws may fix or provide the manner of fixing the record date for one or more voting groups in order to determine the shareholders entitled to notice of a shareholders' meeting, to demand a special meeting, to vote, or to take any other action. If the bylaws do not fix or provide for fixing a record date, the board of directors of the corporation may fix a future date as the record date. A record date fixed under this section may not be more than seventy days before the meeting or action requiring a determination of shareholders. A determination of shareholders entitled to notice of or to vote at a shareholders' meeting is effective for any adjournment of the meeting unless the board of directors fixes a new record date, which it must do if the meeting is adjourned to a date more than one hundred twenty days after the date fixed for the original meeting.
If a court orders a meeting adjourned to a date more than one hundred twenty days after the date fixed for the original meeting, it may provide that the original record date continues in effect or it may fix a new record date.
Source:
SL 2005, ch 239, §93.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-708 - Conduct of the meeting.

47-1A-708. Conduct of the meeting.
At each meeting of shareholders, a chair shall preside. The chair shall be appointed as provided in the bylaws or, in the absence of such provision, by the board. The chair, unless the articles of incorporation or bylaws provide otherwise, shall determine the order of business and may establish rules for the conduct of the meeting. Any rules adopted for, and the conduct of, the meeting shall be fair to shareholders. The chair of the meeting shall announce at the meeting when the polls close for each matter voted upon. If no announcement is made, the polls are deemed to have closed upon the final adjournment of the meeting. After the polls close, no ballots, proxies, or votes nor any revocations or changes thereto may be accepted.
Source:
SL 2005, ch 239, §94.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-709 - Shareholders' meeting--Remote communication--Requirements.

47-1A-709  .  Shareholders' meeting--Remote communication--Requirements.
If authorized by the board of directors in its sole discretion and subject to any guidelines and procedures adopted by the board of directors, shareholders and proxies of shareholders not physically present at a meeting of shareholders may participate in the meeting by means of remote communication.
If shareholders and proxies of shareholders participate in a meeting of shareholders by means of remote communication, the participating shareholders and proxies of shareholders are deemed to be present in person and to vote at the meeting of shareholders, whether the meeting is held at a designated place or solely by means of remote communication or at a designated place and by remote communication, if:
(1) The corporation has implemented reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a shareholder or proxy of a shareholder; and
(2) The corporation has implemented reasonable measures to provide shareholders and proxies of shareholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the shareholders, including an opportunity to communicate and to read or hear the proceedings of the meeting concurrently with the proceedings.
Source:  SL 2020, ch 198, § 1.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-720 - Shareholders' list for meeting.

47-1A-720. Shareholders' list for meeting.
After fixing a record date for a meeting, a corporation shall prepare an alphabetical list of the names of all its shareholders who are entitled to notice of a shareholders' meeting. The list shall be arranged by voting group, and within each voting group by class or series of shares, and show the address of and number of shares held by each shareholder. The shareholders' list shall be available for inspection by any shareholder, beginning two business days after notice of the meeting is given for which the list was prepared and continuing through the meeting, at the corporation's principal office or at a place identified in the meeting notice in the city where the meeting will be held. A shareholder, a shareholder's agent, or an attorney is entitled on written demand to inspect and, subject to the requirements of §47-1A-1602.3, to copy the list, during regular business hours and at the person's expense, during the period it is available for inspection. The corporation shall make the shareholders' list available at the meeting, and any shareholder, shareholder's agent, or attorney is entitled to inspect the list at any time during the meeting or any adjournment. If the corporation refuses to allow any shareholder, or the shareholder's agent or attorney to inspect the shareholders' list before or at the meeting, or copy the list as permitted by this section, the circuit court of the county where a corporation's principal office is located, or, if none in this state, the circuit court of Hughes County, on application of the shareholder, may summarily order the inspection or copying at the corporation's expense and may postpone the meeting for which the list was prepared until the inspection or copying is complete. Refusal or failure to prepare or make available the shareholders' list does not affect the validity of action taken at the meeting.
Source:
SL 2005, ch 239, §95; SL 2008, ch 275, §34.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-721 - Voting entitlement of shares.

47-1A-721. Voting entitlement of shares.
Except as provided in §§47-1A-721.1 and 47-1A-721.2 or unless the articles of incorporation provide otherwise, each outstanding share, regardless of class, is entitled to one vote on each matter voted on at a shareholders' meeting. Only shares are entitled to vote.
Source:
SL 2005, ch 239, §96.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-721.1 - Limitation on voting entitlement of shares when owned by a second corporation--Shares held in fiduciary capacity.

47-1A-721.1. Limitation on voting entitlement of shares when owned by a second corporation--Shares held in fiduciary capacity.
Absent special circumstances, the shares of a corporation are not entitled to vote if they are owned, directly or indirectly, by a second corporation, domestic or foreign, and the first corporation owns, directly or indirectly, a majority of the shares entitled to vote for directors of the second corporation. This section does not limit the power of a corporation to vote any shares, including its own shares, held by it in a fiduciary capacity.
Source:
SL 2005, ch 239, §97.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-721.2 - Voting entitlement of redeemable shares.

47-1A-721.2. Voting entitlement of redeemable shares.
Redeemable shares are not entitled to vote after notice of redemption is mailed to the holders and a sum sufficient to redeem the shares has been deposited with a bank, trust company, or other financial institution under an irrevocable obligation to pay the holders the redemption price on surrender of the shares.
Source:
SL 2005, ch 239, §98.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-722 - Voting shares in person or by proxy--Appointment of proxy.

47-1A-722. Voting shares in person or by proxy--Appointment of proxy.
A shareholder may vote the shareholder's shares in person or by proxy. Any shareholder or the shareholder's agent or attorney-in-fact may appoint a proxy to vote or otherwise act for the shareholder by signing an appointment form, or by an electronic transmission. An electronic transmission shall contain or shall be accompanied by information from which one can determine that the shareholder or the shareholder's agent or attorney-in-fact authorized the transmission.
Source:
SL 2005, ch 239, §99.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-722.1 - Effective date and duration of appointment of proxy.

47-1A-722.1. Effective date and duration of appointment of proxy.
An appointment of a proxy is effective when a signed appointment form or an electronic transmission of the appointment is received by the inspector of election or the officer or agent of the corporation authorized to tabulate votes. An appointment is valid for eleven months unless a longer period is expressly provided in the appointment form.
Source:
SL 2005, ch 239, §100.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-722.2 - Appointment of proxy revocable--Exception.

47-1A-722.2. Appointment of proxy revocable--Exception.
An appointment of a proxy is revocable unless the appointment form or electronic transmission states that it is irrevocable and the appointment is coupled with an interest. Appointments coupled with an interest include the appointment of:
(1)A pledgee;
(2)A person who purchased or agreed to purchase the shares;
(3)A creditor of the corporation who extended it credit under terms requiring the appointment;
(4)An employee of the corporation whose employment contract requires the appointment; or
(5)A party to a voting agreement created under §47-1A-731.
An appointment made irrevocable under this section is revoked when the interest with which it is coupled is extinguished.
Source:
SL 2005, ch 239, §101.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-722.3 - Death or incapacity of shareholder appointing proxy.

47-1A-722.3. Death or incapacity of shareholder appointing proxy.
The death or incapacity of the shareholder appointing a proxy does not affect the right of the corporation to accept the proxy's authority unless notice of the death or incapacity is received by the secretary or other officer or agent authorized to tabulate votes before the proxy exercises authority under the appointment.
Source:
SL 2005, ch 239, §102.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-722.4 - Transferee for value of shares subject to irrevocable appointment of proxy--Revocation.

47-1A-722.4. Transferee for value of shares subject to irrevocable appointment of proxy--Revocation.
A transferee for value of shares subject to an irrevocable appointment may revoke the appointment if the transferee did not know of its existence when the transferee acquired the shares and the existence of the irrevocable appointment was not noted conspicuously on the certificate representing the shares or on the information statement for shares without certificates.
Source:
SL 2005, ch 239, §103.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-722.5 - Acceptance of proxy's vote or other action--Limitations.

47-1A-722.5. Acceptance of proxy's vote or other action--Limitations.
Subject to §§47-1A-724 and 47-1A-724.1 and to any express limitation on the proxy's authority stated in the appointment form or electronic transmission, a corporation is entitled to accept the proxy's vote or other action as that of the shareholder making the appointment.
Source:
SL 2005, ch 239, §104.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-723 - Shares held by nominees.

47-1A-723. Shares held by nominees.
A corporation may establish a procedure by which the beneficial owner of shares that are registered in the name of a nominee is recognized by the corporation as the shareholder. The extent of this recognition may be determined in the procedure. The procedure may set forth:
(1)The types of nominees to which it applies;
(2)The rights or privileges that the corporation recognizes in a beneficial owner;
(3)The manner in which the procedure is selected by the nominee;
(4)The information that must be provided when the procedure is selected;
(5)The period for which selection of the procedure is effective; and
(6)Other aspects of the rights and duties created.
Source:
SL 2005, ch 239, §105.