reglab/statecodes huggingface dataset:
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 21 - Rural Electric Cooperatives › Section 47-21-51 - Husband and wife as members--Membership not transferable--Additional qualifications of members.

47-21-51. Husband and wife as members--Membership not transferable--Additional qualifications of members.
A husband and wife may hold a joint membership in a cooperative. Membership in a cooperative shall not be transferable, except as provided in the bylaws. The bylaws may prescribe additional qualifications and limitations in respect of membership.
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 47-21-52 - Liability of members for acts of cooperative.

47-21-52. Liability of members for acts of cooperative.
No member shall be liable or responsible for any debts of the cooperative and the property of the members shall not be subject to execution therefor.
Source:
SL 1947, ch 33, §25; SDC Supp 1960, §11.2225.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 21 - Rural Electric Cooperatives › Section 47-21-53 - Annual members' meeting.

47-21-53. Annual members' meeting.
An annual meeting of the members of a cooperative shall be held at such time and place as shall be provided by the bylaws.
Source:
SL 1947, ch 33, §10; SDC Supp 1960, §11.2210 (1).
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 21 - Rural Electric Cooperatives › Section 47-21-54 - Special meetings for members--Procedure for calling.

47-21-54. Special meetings for members--Procedure for calling.
Special meetings of the members of a cooperative may be called by the president, by the board of directors, by any three directors, or by not less than ten percentum of the members.
Source:
SL 1947, ch 33, §10; SDC Supp 1960, §11.2210 (2).
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 21 - Rural Electric Cooperatives › Section 47-21-55 - Notice of meeting--Contents of notice--Method of giving notice.

47-21-55. Notice of meeting--Contents of notice--Method of giving notice.
Except as otherwise provided in this chapter, written or printed notice stating the time and place of each meeting of the members of a cooperative, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given to each member, either personally or by mail, not less than ten days nor more than twenty-five days before the date of the meeting, unless the constitution requires a different notice in respect of one or more of the purposes of the meeting in which case only the notice required by the constitution shall be given. If mailed, such notice shall be deemed to be given when deposited in the United States mail with postage prepaid addressed to the member at his address as it appears on the records of the cooperative.
Source:
SL 1947, ch 33, §10; SDC Supp 1960, §11.2210 (3).
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 21 - Rural Electric Cooperatives › Section 47-21-56 - Quorum for members' meetings--Quorum for district meeting--Adjournment for failure of quorum.

47-21-56. Quorum for members' meetings--Quorum for district meeting--Adjournment for failure of quorum.
Unless the bylaws prescribe the presence of a greater percentage or number of the members for a quorum, a quorum for the transaction of business at all meetings of the members of a cooperative having not more than one thousand members, shall be five percent of all members, present in person, and of a cooperative having more than one thousand members, shall be fifty members, present in person. If less than a quorum is present at any meeting, a majority of those present in person may adjourn the meeting from time to time without further notice. The sufficiency or requirement of a quorum for the transaction of business at a district meeting of members shall be established in the bylaws. However, the quorum may not be less than five members.
Source:
SL 1947, ch 33, §10; SDC Supp 1960, §11.2210 (4); SL 2000, ch 220, §2.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 21 - Rural Electric Cooperatives › Section 47-21-57 - Voting by members--Spouse voting for member--Mail voting.

47-21-57. Voting by members--Spouse voting for member--Mail voting.
Each member of a cooperative is entitled to one vote on each matter submitted to a vote at a meeting of the members. The spouse of a member may vote on behalf of the member unless the member has indicated otherwise. Members may vote by mail for any issue authorized by the bylaws of the cooperative, except the election of directors, purposes prohibited by §47-21-20, or a vote required by §47-21-45. If a cooperative's bylaws allow mail voting, they shall also prescribe any conditions or limitations of such voting. Member ballots voted by mail shall be returned before or at any membership meeting, and each ballot submitted counts as a member present and voting at a meeting for any quorum requirements of §47-21-56 or a cooperative's bylaws. No cooperative member may vote by proxy on any issue.
Source:
SL 1947, ch 33, §10; SDC Supp 1960, §11.2210 (5); SL 1984, ch 299; SL 1998, ch 270, §1.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 21 - Rural Electric Cooperatives › Section 47-21-58 - Waiver of notice--Attendance as waiver--Exceptions.

47-21-58. Waiver of notice--Attendance as waiver--Exceptions.
Any person entitled to notice of a meeting may waive such notice in writing either before or after such meeting. If any such person shall attend such meeting, such attendance shall constitute a waiver of notice of such meeting, unless such person participates therein solely to object to the transaction of any business because the meeting has not been legally called or convened.
Source:
SL 1947, ch 33, §11; SDC Supp 1960, §11.2211.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 21 - Rural Electric Cooperatives › Section 47-21-59 - Powers of cooperative--Capacity to sue and be sued.

47-21-59. Powers of cooperative--Capacity to sue and be sued.
A cooperative shall have power to sue and be sued in its corporate name.
Source:
SL 1947, ch 33, §4; SDC Supp 1960, §11.2204 (1).
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 21 - Rural Electric Cooperatives › Section 47-21-60 - Powers of cooperative--Perpetual existence.

47-21-60. Powers of cooperative--Perpetual existence.
A cooperative shall have power to have perpetual existence.
Source:
SL 1947, ch 33, §4; SDC Supp 1960, §11.2204 (2).
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 21 - Rural Electric Cooperatives › Section 47-21-61 - Powers of cooperative--Corporate seal.

47-21-61. Powers of cooperative--Corporate seal.
A cooperative shall have power to adopt a corporate seal and alter the same.
Source:
SL 1947, ch 33, §4; SDC Supp 1960, §11.2204 (3).
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 21 - Rural Electric Cooperatives › Section 47-21-62 - Powers of cooperative--Generation and distribution of electric energy.

47-21-62. Powers of cooperative--Generation and distribution of electric energy.
A cooperative may generate, manufacture, purchase, acquire, accumulate, and transmit electric energy, and may distribute, sell, supply, and dispose of electric energy to its members, to governmental agencies and political subdivisions, and to other persons.
Source:
SL 1947, ch 33, §4; SDC Supp 1960, §11.2204 (4); SL 1997, ch 258, §2.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 21 - Rural Electric Cooperatives › Section 47-21-63 - Powers of cooperative--Dealing in property and equipment.

47-21-63. Powers of cooperative--Dealing in property and equipment.
A cooperative may construct, purchase, lease as lessee, or otherwise acquire, and equip, maintain, and operate, and sell, assign, convey, lease as lessor, mortgage, pledge, or otherwise dispose of or encumber, transmission and distribution lines or systems, electric generating plants, land, buildings, structures for office, distribution of energy or warehousing, dams, plants and equipment, which are necessary to accomplish the purpose for which the cooperative is organized.
Source:
SL 1947, ch 33, §4; SDC Supp 1960, §11.2204 (5); SL 1994, ch 349, §2.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 21 - Rural Electric Cooperatives › Section 47-21-64 - Powers of cooperative--Franchises, licenses and easements.

47-21-64. Powers of cooperative--Franchises, licenses and easements.
A cooperative shall have power to purchase, lease as lessee, or otherwise acquire, and to use, and exercise and to sell, assign, convey, mortgage, pledge, or otherwise dispose of or encumber, franchises, rights, privileges, licenses, and easements.
Source:
SL 1947, ch 33, §4; SDC Supp 1960, §11.2204 (6).
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 21 - Rural Electric Cooperatives › Section 47-21-65 - Powers of cooperative--Borrowing--Security for borrowing.

47-21-65. Powers of cooperative--Borrowing--Security for borrowing.
A cooperative shall have power to borrow money and otherwise contract indebtedness, and to issue notes, bonds, and other evidences of indebtedness, and to secure the payment thereof by mortgage, pledge, or deed of trust of, or any other encumbrance upon, any or all of its then owned or after-acquired real or personal property, assets, franchises, or revenues.
Source:
SL 1947, ch 33, §4; SDC Supp 1960, §11.2204 (7).
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 21 - Rural Electric Cooperatives › Section 47-21-66 - Powers of cooperative--Construction and maintenance of facilities on public lands.

47-21-66. Powers of cooperative--Construction and maintenance of facilities on public lands.
A cooperative may construct, maintain, and operate transmission and distribution lines along, upon, under, and across publicly owned lands and public thoroughfares, including all roads, highways, streets, alleys, bridges, and causeways.
Source:
SL 1947, ch 33, §4; SDC Supp 1960, §11.2204 (8); SL 1994, ch 349, §3.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 21 - Rural Electric Cooperatives › Section 47-21-67 - Powers of cooperative--Eminent domain.

47-21-67. Powers of cooperative--Eminent domain.
A cooperative shall have power to exercise the power of eminent domain in the manner provided by the laws of this state for the exercise of such power by other corporations constructing or operating electric transmission and distribution lines or systems.
Source:
SL 1947, ch 33, §4; SDC Supp 1960, §11.2204 (9).
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 21 - Rural Electric Cooperatives › Section 47-21-68 - Powers of cooperative--Joining other cooperatives.

47-21-68. Powers of cooperative--Joining other cooperatives.
A cooperative may become a member of other cooperatives, corporations, or organizations engaged in the purposes as set forth in §47-21-2, and may own stock therein.
Source:
SL 1947, ch 33, §4; SDC Supp 1960, §11.2204 (10); SL 1989, ch 392, §2; SL 1994, ch 349, §4.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 21 - Rural Electric Cooperatives › Section 47-21-69 - Powers of cooperative--Extraterritorial powers.

47-21-69. Powers of cooperative--Extraterritorial powers.
A cooperative shall have power to conduct its business and exercise its powers within or without this state.
Source:
SL 1947, ch 33, §4; SDC Supp 1960, §11.2204 (11).
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 21 - Rural Electric Cooperatives › Section 47-21-70 - Powers of cooperative--Bylaws.

47-21-70. Powers of cooperative--Bylaws.
A cooperative shall have power to adopt, amend, and repeal bylaws.
Source:
SL 1947, ch 33, §4; SDC Supp 1960, §11.2204 (12).
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 21 - Rural Electric Cooperatives › Section 47-21-71 - Powers of cooperative--Other powers.

47-21-71. Powers of cooperative--Other powers.
A cooperative shall have power to do and perform any other acts and things, and to have and exercise any other powers which may be necessary, to accomplish the purpose for which the cooperative is organized.
Source:
SL 1947, ch 33, §4; SDC Supp 1960, §11.2204 (13).
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 21 - Rural Electric Cooperatives › Section 47-21-72 - Requirement that cooperative be nonprofit--Disposition of revenues.

47-21-72. Requirement that cooperative be nonprofit--Disposition of revenues.
A cooperative shall be operated on a nonprofit basis for the mutual benefit of its members and patrons. The bylaws of a cooperative or its contracts with consumers shall contain provisions relative to the disposition of revenues and receipts necessary and appropriate to establish and maintain its nonprofit and cooperative character. In addition to provisions of the bylaws relative to the disposition of revenues and receipts, the board of directors of the cooperative before allocating and crediting margins to its patrons may, by resolution, provide for the adoption of margin stabilization plans, revenue, or expense deferral plans or other plans that provide for the retention of revenues and receipts in excess of those needed to meet current losses and expenses. Reasonable reserves may be created by the cooperative for payment of the incremental cost of electric power and energy purchased by the cooperative for resale to its patrons.
Source:
SL 1947, ch 33, §23; SDC Supp 1960, §11.2223; SL 1992, ch 322, §1.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 21 - Rural Electric Cooperatives › Section 47-21-72.1 - Directors not liable for distribution in good faith reliance on financial statements or accountants' reports.

47-21-72.1. Directors not liable for distribution in good faith reliance on financial statements or accountants' reports.
A director of a rural electric cooperative shall not be liable for any unauthorized dividend or distribution of assets if he relied and acted in good faith upon financial statements of the cooperative represented to him to be correct by the president or the officer of the cooperative having charge of his books of account, or stated in a written report by a certified public accountant failing to reflect the financial condition of the cooperative, nor shall he be so liable if in good faith in determining the amount available for any such dividend or distribution he considered the assets to be of their book value.
Source:
SL 1978, ch 338, §1.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 21 - Rural Electric Cooperatives › Section 47-21-73 - Municipal corporation or county grant to use public streets.

47-21-73. Municipal corporation or county grant to use public streets.
Subject to the provisions of §§31-26-1 to 31-26-8, inclusive, any municipal corporation or county may grant to any cooperative, upon such terms as the proper authorities thereof shall determine, the use of any street or highway within its limits for the purposes set forth in §47-21-2, and such use of such street or highway may not be held to be an additional burden.
Source:
SL 1947, ch 33, §27; SDC Supp 1960, §11.2227; SL 1992, ch 60, §2; SL 1994, ch 349, §5.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 21 - Rural Electric Cooperatives › Section 47-21-74 - Foreign cooperatives--Conditions to local operation--Statement to secretary of state--Contents of statement.

47-21-74. Foreign cooperatives--Conditions to local operation--Statement to secretary of state--Contents of statement.
Any foreign nonprofit or cooperative corporation supplying or authorized to supply electric energy and owning or operating electric transmission or distribution lines in an adjacent state may construct or acquire extensions of such lines in this state and operate such extensions. Any such corporation, before constructing or operating such extensions, shall, by its president or vice-president, under its seal attested by its secretary, make and forward to the secretary of state a statement, duly sworn to, setting forth:
(1)The name of such corporation and the location of its principal office or place of business without this state, and in case such corporation is to have any place of business or principal office within this state, the location thereof;
(2)The names and addresses of the officers of such corporation and the name and address of the agent or manager of such corporation who will represent it in this state; and
(3)That it constitutes and appoints the secretary of state its true and lawful agent upon whom the summons, notices, pleadings, or process in any action or proceeding against it may be served in respect of any liability arising out of any business, contract, or transaction in this state and that it stipulates that service thereof upon the secretary of state or his deputy shall be accepted irrevocably as a valid service upon it and that such appointment and stipulation shall continue in force irrevocably so long as any liability of such corporation remains outstanding in this state.
Upon compliance with the requirements of this section such corporation shall have all the rights, powers, privileges, and immunities of a cooperative.
Source:
SL 1947, ch 33, §31; SDC Supp 1960, §11.2231.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 21 - Rural Electric Cooperatives › Section 47-21-75 - Construction to comply with National Electrical Safety Code--Compliance establishes due care in negligence claim.

47-21-75. Construction to comply with National Electrical Safety Code--Compliance establishes due care in negligence claim.
Construction of electric lines by a cooperative shall comply with the standards of the National Electrical Safety Code in effect at the time of the construction. Proof of compliance with the requirements of the applicable National Electrical Safety Code establishes due care in the defense of a negligence claim alleging a violation of that standard.
Source:
SL 1947, ch 33, §28; SL 1951, ch 21; SDC Supp 1960, §11.2228; SL 2007, ch 261, §1.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 21 - Rural Electric Cooperatives › Section 47-21-76 - Change of location of principal office--Certificate to secretary of state.

47-21-76. Change of location of principal office--Certificate to secretary of state.
A cooperative may, upon authorization of its board of directors or its members, change the location of its principal office by filing a certificate reciting such change of principal office, executed and acknowledged by its president or vice-president under its seal attested by its secretary, in the Office of the Secretary of State.
Source:
SL 1947, ch 33, §16; SDC Supp 1960, §11.2216.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 21 - Rural Electric Cooperatives › Section 47-21-77 - Securities regulation laws inapplicable.

47-21-77. Securities regulation laws inapplicable.
The provisions of chapter 47-31B do not apply to any note, bond or other evidence of indebtedness issued by any cooperative pursuant to this chapter to the United States of America or any agency or other instrumentality thereof, to any member of such cooperative, or to any mortgage, deed of trust, or other instrument executed to secure the same. Chapter 47-31B does not apply to the issuance of membership certificates or any other evidence of member interest by any cooperative or any such foreign corporation.
Source:
SL 1947, ch 33, §33; SDC Supp 1960, §11.2233; SL 1971, ch 259, §3; SL 1989, ch 30, §77; SL 2004, ch 278, §65.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 21 - Rural Electric Cooperatives › Section 47-21-78 - Construction of chapter.

47-21-78. Construction of chapter.
This chapter shall be construed liberally. The enumeration of any object, purpose, power, manner, method, or thing shall not be deemed to exclude like or similar objects, purposes, powers, manners, methods, or things.
Source:
SL 1947, ch 33, §34; SDC Supp 1960, §11.2234.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 21 - Rural Electric Cooperatives › Section 47-21-79 - Limitation of actions.

47-21-79. Limitation of actions.
No action or suit may be brought against a cooperative or foreign corporation doing business in this state pursuant to this chapter, or against any agent, servant, or employee thereof, by reason of the maintenance of electric transmission or distribution lines on any real property after the expiration of a period of two years of continuous maintenance of such lines.
Source:
SL 1947, ch 33, §29; SDC Supp 1960, §11.2229.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 21 - Rural Electric Cooperatives › Section 47-21-80 - Severability and saving clause.

47-21-80. Severability and saving clause.
If any provision of this chapter or the application of such provision to any person or circumstance is held invalid, the remainder of the chapter and the application of such provision to other persons or circumstances shall not be affected thereby.
Source:
SL 1947, ch 33, §35; SDC Supp 1960, §11.2235.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 21 - Rural Electric Cooperatives › Section 47-21-82 - Cooperatives able to use property and funds to promote economic development and may lend money--Restrictions on loans.

47-21-82. Cooperatives able to use property and funds to promote economic development and may lend money--Restrictions on loans.
Unless otherwise provided in its articles, a cooperative may use its property and funds to promote and encourage economic development and may lend money for any purpose the board of directors determines to be in the best interest of the cooperative.
However, such loans may only be made from funds received by way of loan or grant from the Rural Electrification Administration of the United States Department of Agriculture, or out of cash and securities representing equity or accumulated margins belonging to the cooperative or funds received from any other source, provided that no loan may be made out of funds derived from the pledging, assigning, or encumbering of revenues to be earned from the future sale of electricity.
Source:
SL 1991, ch 378, §1.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 21 - Rural Electric Cooperatives › Section 47-21-83 - Forfeiture of unclaimed credits.

47-21-83. Forfeiture of unclaimed credits.
Any cooperative organized under this chapter is subject to §§47-16-54 to 47-16-57, inclusive. The provisions of §§47-16-54 to 47-16-57, inclusive, apply to all money or property described in §47-16-54 the payment or delivery of which was authorized either before or after July 1, 1993.
Source:
SL 1993, ch 339.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 21 - Rural Electric Cooperatives › Section 47-21-84 - Application of South Dakota's Public Communications Network Infrastructure.

47-21-84. Application of South Dakota's Public Communications Network Infrastructure.
The provisions of §§49-31-60 and 49-31-61 apply to all cooperatives organized under this chapter.
Source:
SL 1997, ch 258, §3.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 22 - Nonprofit Corporations--Formation And General Powers › Section 47-22-1 - Definitions.

47-22-1. Definitions.
As used in chapters 47-22 to 47-28, inclusive, unless the context otherwise requires, the term:
(1)"Articles of incorporation" means the original or restated articles of incorporation or articles of consolidation and all amendments thereto including articles of merger.
(2)"Board of directors" means the group of persons vested with the management of the affairs of the corporation irrespective of the name by which such group is designated.
(3)"Bylaws" means the code or codes of rules adopted for the regulation or management of the affairs of the corporation irrespective of the name or names by which such rules are designated.
(4)"Corporation" or "domestic corporation" means a nonprofit corporation subject to the provisions of chapters 47-22 to 47-28, inclusive, except a foreign corporation.
(5)"Foreign corporation" means a nonprofit corporation organized under laws other than the laws of this state.
(6)"Insolvent" means inability of a corporation to pay its debts as they become due in the usual course of its affairs.
(7)"Member" means one having membership rights in a corporation in accordance with the provisions of its articles of incorporation or bylaws and may include municipal corporations of this state or other states;
(8)"Nonprofit corporation" means a corporation no part of the income or profit of which is distributable to its members, directors or officers.
Source:
SL 1965, ch 24, §2; SL 2001, ch 247, §1.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 22 - Nonprofit Corporations--Formation And General Powers › Section 47-22-2 - Applicability to domestic corporations.

47-22-2. Applicability to domestic corporations.
The provisions of chapters 47-22 to 47-28, inclusive, relating to domestic corporations shall apply to:
(1)All corporations organized hereunder; and
(2)All nonprofit corporations organized before July 1, 1965, under any act repealed.
Source:
SL 1965, ch 24, §3.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 22 - Nonprofit Corporations--Formation And General Powers › Section 47-22-2.1 - Applicability to corporations existing prior to 1965.

47-22-2.1. Applicability to corporations existing prior to 1965.
Any nonprofit corporation in existence prior to 1965 may continue to operate as provided by its charter notwithstanding chapters 47-22 to 47-28, inclusive.
Source:
SL 1984, ch 300.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 22 - Nonprofit Corporations--Formation And General Powers › Section 47-22-3 - Applicability to foreign corporations.

47-22-3. Applicability to foreign corporations.
The provisions of chapters 47-22 to 47-28, inclusive, relating to foreign corporations shall apply to all foreign nonprofit corporations doing or engaging in any business in this state for a purpose or purposes for which a corporation might be organized under this chapter.
Source:
SL 1965, ch 24, §3.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 22 - Nonprofit Corporations--Formation And General Powers › Section 47-22-4 - Purposes and authority of corporations--Particular purposes--Exceptions.

47-22-4. Purposes and authority of corporations--Particular purposes--Exceptions.
Corporations may be organized under this chapter for any lawful purpose, including, but not limited to, any one or more of the following purposes:
(1)Agricultural;
(2)Animal husbandry;
(3)Athletic;
(4)Benevolent;
(5)Charitable;
(6)Civic;
(7)Cultural;
(8)Educational;
(9)Eleemosynary;
(10)Fraternal;
(11)Horticultural;
(12)Literary;
(13)Patriotic;
(14)Political;
(15)Religious;
(16)Scientific;
(17)Social; and
(18)Professional, commercial, industrial, or trade association. However, labor unions, cooperative organizations, other than housing cooperatives, communals, and organizations subject to any of the provisions of the banking laws of this state may not be organized under this chapter. Notwithstanding any other provision of this title, any insurance organization formed under this chapter is subject to Title 58.
Source:
SDC 1939, §§11.1401, 11.1501, 11.1701, 11.1801; SL 1965, ch 24, §4; SL 1966, ch 17, §2; SL 1972, ch 245; SL 1998, ch 271, §1; SL 2016, ch 221, §1.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 22 - Nonprofit Corporations--Formation And General Powers › Section 47-22-5 - Incorporators--Articles of incorporation.

47-22-5. Incorporators--Articles of incorporation.
One or more natural persons of the age of majority may act as incorporators of a corporation by delivering to the secretary of state the articles of incorporation for such corporation. Delivery may be made by electronic transmission if and to the extent permitted by the Office of the Secretary of State. If the document is filed in typewritten or printed form and not transmitted electronically, the Office of the Secretary of State may require one exact or conformed copy to be delivered with the document.
Source:
SDC 1939, §§11.1501, 11.1801; SL 1965, ch 24, §30; SL 1972, ch 154, §10; SL 1989, ch 393, §1; SL 1990, ch 367, §13; SL 2012, ch 222, §5; SL 2016, ch 221, §2.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 22 - Nonprofit Corporations--Formation And General Powers › Section 47-22-6 - Contents of articles of incorporation--Necessary recitals.

47-22-6. Contents of articles of incorporation--Necessary recitals.
The articles of incorporation shall set forth:
(1)The name of the corporation;
(2)The period of duration, which may be perpetual;
(3)The purpose or purposes for which the corporation is organized;
(4)If the corporation is to have no members, a statement to that effect;
(5)If the corporation is to have one or more classes of members, any provision which the incorporators elect to set forth in the articles of incorporation designating the class or classes of members and stating the qualifications and rights of the members of each class;
(6)If the directors or any of them are not to be elected or appointed by one or more classes of members, a statement of the manner in which such directors shall be elected or appointed;
(7)Any provisions, not inconsistent with law, which the incorporators elect to set forth in the articles of incorporation for the regulation of the internal affairs of the corporation, including any provision for distribution of assets on dissolution or final liquidation;
(8)The information required by §59-11-6;
(9)The number of directors constituting the initial board of directors, and the names and addresses of the persons who are to serve as the initial directors; and
(10)The name and address of each incorporator.
It is not necessary to set forth in the articles of incorporation any of the corporate powers enumerated in chapters 47-22 to 47-28, inclusive.
Source:
SDC 1939, §§11.1402, 11.1501, 11.1701, 11.1801; SL 1965, ch 24, §31; SL 1989, ch 393, §2; SL 1990, ch 367, §14; SL 2004, ch 280, §4; SL 2008, ch 275, §62.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 22 - Nonprofit Corporations--Formation And General Powers › Section 47-22-7 - Corporate name--Indication of purpose.

47-22-7. Corporate name--Indication of purpose.
The corporate name shall not contain any word or phrase which indicates or implies that it is organized for any purpose other than one or more of the purposes contained in its articles of incorporation.
Source:
SL 1965, ch 24, §7 (1).
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 22 - Nonprofit Corporations--Formation And General Powers › Section 47-22-8.1 - Use of same or similar name prohibited--Non-English name to be transliterated.

47-22-8.1. Use of same or similar name prohibited--Non-English name to be transliterated.
In order to protect the public against confusion between corporations or between corporations and limited partnerships, the name of any nonprofit corporation:
(1)May not be the same as or must be distinguishable upon the records of the secretary of state from the name of any other corporation, whether for profit or not for profit, organized under the laws of this state; or the name of any foreign corporation, whether for profit or not for profit, authorized to engage in any business in this state; or any corporate name reserved or registered as permitted by the laws of this state; or the name of any limited partnership certified or registered in this state. Corporate names or limited partnership names already in use, with generic, proper, geographical, or descriptive terms which have acquired a secondary meaning shall be protected. This subdivision does not apply if the applicant files with the secretary of state either:
(a)The written consent signed by the president or a vice-president and by the secretary or an assistant secretary of the other corporation; by a holder of a reserved or registered name; or by a general partner of a limited partnership to use the same or a distinguishable name;
(b)A certified copy of a final decree of a court of competent jurisdiction establishing the prior right of the applicant to the use of such name in this state; or
(c)In the case of a foreign corporation if the corporate name is not available for use, a resolution of its board of directors adopting an assumed name for use in transacting business in this state, which assumed name is not deceptively similar to the name of any domestic corporation, any foreign corporation authorized to engage in any business in this state, or any corporate name reserved or registered as permitted by the laws of this state, or the name of any limited partnership certified or registered in this state, or any other assumed name filed with the secretary of state by a foreign corporation authorized to transact business in this state;
(2)Shall be transliterated into letters of the English alphabet, if it is not in English.
Source:
SL 1989, ch 393, §4; SL 1992, ch 323, §1; SL 1998, ch. 272, §1.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 22 - Nonprofit Corporations--Formation And General Powers › Section 47-22-9 - Reservation of name--Parties entitled to reserve.

47-22-9. Reservation of name--Parties entitled to reserve.
The exclusive right to the use of a corporate name may be reserved by:
(1)Any person intending to organize a corporation under this chapter;
(2)Any domestic corporation intending to change its name;
(3)Any foreign corporation intending to make application for a certificate of authority to do or engage in any business in this state;
(4)Any foreign corporation authorized to do or engage in any business in this state and intending to change its name;
(5)Any person intending to organize a foreign corporation and intending to have such corporation make application for a certificate of authority to do or engage in any business in this state.
Source:
SL 1965, ch 24, §8.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 22 - Nonprofit Corporations--Formation And General Powers › Section 47-22-10 - Procedure for reservation of name--Maximum time of reservation.

47-22-10. Procedure for reservation of name--Maximum time of reservation.
The reservation of the exclusive right to the use of a corporate name shall be made by filing with the secretary of state an application to reserve a specified corporate name, executed by the applicant. If the secretary of state finds that the name is available for corporate use, he shall reserve the same for the exclusive use of the applicant for a period of one hundred twenty days, which period shall not be extended.
Source:
SL 1965, ch 24, §8.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 22 - Nonprofit Corporations--Formation And General Powers › Section 47-22-12 - Articles of incorporation--Endorsement and filing by secretary of state--Issuance of certificate of incorporation.

47-22-12. Articles of incorporation--Endorsement and filing by secretary of state--Issuance of certificate of incorporation.
One original and one exact or conforming copy of the articles of incorporation shall be delivered to the secretary of state. If the secretary of state finds that the articles of incorporation conform to law, when all fees have been paid as prescribed in chapter 47-28, he shall:
(1)Endorse the word "filed" on the original and the copy and the month, day, and year of filing;
(2)File the original in his office; and
(3)Issue a certificate of incorporation to which he shall affix the copy.
The certificate of incorporation, together with the copy of the articles of incorporation affixed thereto, shall be returned to the incorporators or their representative.
Source:
SL 1965, ch 24, §32; SL 1989, ch 393, §5.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 22 - Nonprofit Corporations--Formation And General Powers › Section 47-22-13 - Commencement of corporate existence--Certificate as conclusive evidence of compliance--Exceptions.

47-22-13. Commencement of corporate existence--Certificate as conclusive evidence of compliance--Exceptions.
Upon the issuance of the certificate of incorporation, the corporate existence shall begin, and such certificate of incorporation shall be conclusive evidence that all conditions precedent required to be performed by the incorporators have been complied with and that the corporation has been incorporated under this chapter, except as against the state in a proceeding to cancel or revoke the certificate of incorporation or for involuntary dissolution of the corporation.
Source:
SL 1965, ch 24, §33.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 22 - Nonprofit Corporations--Formation And General Powers › Section 47-22-14 - Amending articles of incorporation.

47-22-14. Amending articles of incorporation.
A corporation may amend its articles of incorporation, from time to time, in any and as many respects as may be desired, so long as its articles of incorporation as amended contain only such provisions as are lawful under chapters 47-22 to 47-28, inclusive.
Source:
SDC 1939, §11.1302; SL 1965, ch 24, §35.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 22 - Nonprofit Corporations--Formation And General Powers › Section 47-22-15 - Procedure for amendment.

47-22-15. Procedure for amendment.
Amendments to the articles of incorporation shall be made in the manner provided by §47-22-16 or 47-22-17.
Source:
SL 1965, ch 24, §36.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 22 - Nonprofit Corporations--Formation And General Powers › Section 47-22-16 - Resolution of amendment--Submission to members at meeting--Notice of meeting--Contents of notice--Written notice of adoption required--Majority vote required.

47-22-16. Resolution of amendment--Submission to members at meeting--Notice of meeting--Contents of notice--Written notice of adoption required--Majority vote required.
If the members are entitled to vote on an amendment to the articles of incorporation, the board of directors or the members shall adopt a resolution setting forth the proposed amendment and directing that it be submitted to a vote at a meeting of members entitled to vote thereon, which may be either an annual or a special meeting. Written notice setting forth the proposed amendment or a summary of the changes to be effected thereby shall be given to each member entitled to vote at such meeting within the time and in the manner provided in chapter 47-23 for the giving of notice of meetings of members. If the members adopt a resolution setting forth a proposed amendment, written notice shall also be provided to the board of directors. The proposed amendment shall be adopted upon receiving at least a majority of the vote entitled to be cast by members present or represented by proxy at any meeting of the members.
Source:
SL 1965, ch 24, §36 (1); SL 2000, ch 221, §1.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 22 - Nonprofit Corporations--Formation And General Powers › Section 47-22-17 - Procedure in absence of members entitled to vote--Adoption of amendment by board of directors.

47-22-17. Procedure in absence of members entitled to vote--Adoption of amendment by board of directors.
Where there are no members, or no members entitled to vote on an amendment to the articles of incorporation, an amendment shall be adopted at a meeting of the board of directors upon receiving the vote of a majority of the directors in office.
Source:
SL 1965, ch 24, §36 (2).
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 22 - Nonprofit Corporations--Formation And General Powers › Section 47-22-18 - Submission of more than one amendment.

47-22-18. Submission of more than one amendment.
Any number of amendments to the articles of incorporation may be submitted and voted upon at any one meeting.
Source:
SL 1965, ch 24, §36.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 22 - Nonprofit Corporations--Formation And General Powers › Section 47-22-19 - Articles of amendment--Contents of articles.

47-22-19. Articles of amendment--Contents of articles.
An original and an exact or conforming copy of the articles of amendment shall be executed by the chairman of the board of directors, by the corporation's president, or by another of its officers or, if the corporation has not been formed, by an incorporator, and shall set forth:
(1)The name of the corporation;
(2)The amendment so adopted;
(3)If there are members entitled to vote thereon:
(a)A statement setting forth the date of the meeting of members at which the amendment was adopted, that a quorum was present at such meeting, and that such amendment received at least a majority of the votes entitled to be cast by members present or represented by proxy at such meeting; or
(b)A statement that such amendment was adopted by a consent in writing signed by all members entitled to vote with respect thereto;
(4)If there are no members, or no members entitled to vote thereon, a statement of such fact, the date of the meeting of the board of directors at which the amendment was adopted, and a statement of the fact that such amendment received the vote of a majority of the directors in office.
Source:
SL 1965, ch 24, §37; SL 1989, ch 393, §6; SL 1990, ch 367, §15.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 22 - Nonprofit Corporations--Formation And General Powers › Section 47-22-20 - Delivery to secretary of state--Fees--Endorsement and filing--Issuance of certificate of amendment.

47-22-20. Delivery to secretary of state--Fees--Endorsement and filing--Issuance of certificate of amendment.
The original and the copy of the articles of amendment shall be delivered to the secretary of state. If the secretary of state finds that the articles of amendment conform to law, when all fees have been paid as prescribed in chapter 47-28, he shall:
(1)Endorse the word "filed" on the original and the copy and the month, day, and year of filing;
(2)File the original in his office; and
(3)Issue a certificate of amendment to which he shall affix the copy.
The certificate of amendment, together with the copy of the articles of amendment affixed thereto, shall be returned to the corporation or its representative.
Source:
SL 1965, ch 24, §38; SL 1989, ch 393, §7.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 22 - Nonprofit Corporations--Formation And General Powers › Section 47-22-21 - Effective date of amendment.

47-22-21. Effective date of amendment.
Upon the issuance of the certificate of amendment by the secretary of state, the amendment shall become effective and the articles of incorporation shall be deemed to be amended accordingly.
Source:
SL 1965, ch 24, §38.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 22 - Nonprofit Corporations--Formation And General Powers › Section 47-22-22 - Preexisting actions unaffected--Change of name as not abating action.

47-22-22. Preexisting actions unaffected--Change of name as not abating action.
No amendment to the articles of incorporation shall affect any existing cause of action in favor of or against such corporation, or any pending action to which such corporation shall be a party, or the existing rights of persons other than members; and, in the event the corporation name shall be changed by amendment, no action brought by or against such corporation under its former name shall abate for that reason.
Source:
SDC 1939, §11.1302; SL 1965, ch 24, §38.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 22 - Nonprofit Corporations--Formation And General Powers › Section 47-22-23 - Restatement of articles of incorporation--Procedure.

47-22-23. Restatement of articles of incorporation--Procedure.
A domestic corporation may at any time restate its articles of incorporation as theretofore amended, in the manner provided by §§47-22-24 to 47-22-30, inclusive.
Source:
SL 1965, ch 24, §39.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 22 - Nonprofit Corporations--Formation And General Powers › Section 47-22-24 - Resolution of restatement--Submission to members.

47-22-24. Resolution of restatement--Submission to members.
If there are members entitled to vote thereon, the board of directors shall adopt a resolution setting forth the proposed restated articles of incorporation and directing that they be submitted to a vote at a meeting of members entitled to vote thereon, which may be either an annual or a special meeting.
Source:
SL 1965, ch 24, §39.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 22 - Nonprofit Corporations--Formation And General Powers › Section 47-22-25 - Notice of proposed restatement--Contents of notice.

47-22-25. Notice of proposed restatement--Contents of notice.
Written notice setting forth the proposed restated articles or a summary of the provisions thereof shall be given to each member entitled to vote thereon, within the time and in the manner provided in chapter 47-23 for the giving of notice of meetings of members. If the meeting be an annual meeting, the proposed restated articles or a summary of the provisions thereof may be included in the notice of such annual meeting.
Source:
SL 1965, ch 24, §39.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 22 - Nonprofit Corporations--Formation And General Powers › Section 47-22-26 - Vote of membership--Majority vote required.

47-22-26. Vote of membership--Majority vote required.
At the meeting required by §47-22-25 a vote of the members entitled to vote thereon shall be taken on the proposed restated articles, which shall be adopted upon receiving the affirmative vote of a majority of the members entitled to vote thereon present at such meeting or represented by proxy.
Source:
SL 1965, ch 24, §39.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 22 - Nonprofit Corporations--Formation And General Powers › Section 47-22-27 - Procedure in absence of members entitled to vote--Adoption of restatement by board of directors.

47-22-27. Procedure in absence of members entitled to vote--Adoption of restatement by board of directors.
If there are no members, or no members entitled to vote thereon, the proposed restated articles shall be adopted at a meeting of the board of directors upon receiving the affirmative vote of a majority of the directors in office.
Source:
SL 1965, ch 24, §39.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 22 - Nonprofit Corporations--Formation And General Powers › Section 47-22-28 - Approval of restated articles--Contents of articles--Delivery to secretary of state.

47-22-28. Approval of restated articles--Contents of articles--Delivery to secretary of state.
Upon approval pursuant to §47-22-26 or 47-22-27, one original and one exact or conforming copy of the restated articles of incorporation shall be executed by the chairman of the board of directors, by its president, or by another of its officers and shall set forth:
(1)The name of the corporation;
(2)The period of its duration;
(3)The purpose or purposes which the corporation is authorized to pursue; and
(4)Any other provisions, not inconsistent with law, which are then set forth in the articles of incorporation as theretofore amended, except that it shall not be necessary to set forth in the restated articles of incorporation the registered office of the corporation, its registered agent, its directors, or its incorporators.
The restated articles of incorporation shall state that they correctly set forth the provisions of the articles of incorporation as theretofore amended, that they have been duly adopted as required by law and that they supersede the original articles of incorporation and all amendments thereto.
The original and the copy of the restated articles of incorporation shall be delivered to the secretary of state.
Source:
SL 1965, ch 24, §39; SL 1989, ch 393, §8.