Title 47, CORPORATIONS

Terms used in chapters 47-15 to 47-20 , inclusive, mean: (1) "Articles," articles of incorporation; (2) "Cooperative," a cooperative corporation which is subject to the provisions of chapters 47-15 to 47-20 , inclusive; (3) "Corporation," a corporation which is not a cooperative;…

One copy of the certificate required by § 47-15-9 shall be retained in the records of the cooperative and one copy shall be filed and recorded in the Office of the Secretary of State, who shall issue a certificate of amendment thereon. Source: SDC 1939, § 11.1136 (2) as enacted b…

No amendment to the articles may affect any existing cause of action or proceeding to which the cooperative is a party or existing rights of persons other than members or stockholders. Source: SDC 1939, § 11.1136 (3) as enacted by SL 1965, ch 23 , § 1.

No action may be maintained to invalidate any amendment to the articles or bylaws because of the manner of its adoption unless commenced within two years after its adoption. Source: SDC 1939, § 11.1136 (4) as enacted by SL 1965, ch 23 , § 1; SL 2021, ch 194 , § 1.

Certified copies of any order of a court of the United States, in proceedings under the bankruptcy laws, shall be filed and recorded as an amendment if the order effects an amendment to the articles. The principal officers of a cooperative shall cause each order to be promptly fi…

Any corporation may convert itself into a cooperative by adopting an amendment to its articles by which it elects to become subject to chapters 47-15 to 47-20 , inclusive, together with changes in its articles required by said chapters and other desirable changes permitted by sai…

A cooperative may, by action taken in the manner required for an amendment, adopt restated articles which shall state that they supersede existing articles and amendments. Restated articles shall meet all requirements of original articles. Source: SDC 1939, § 11.1137 as enacted b…

Upon the issuance of the restated certificate of incorporation by the secretary of state, the restated articles of incorporation shall become effective and shall supersede the original articles of incorporation and all amendments thereto. Source: SL 1977, ch 381 , § 1.

Bylaws may be adopted and amended only by the members, unless the members adopt a bylaw which permits the board to make and amend specified bylaws. Any bylaw adopted or amended by the board shall be reported at the next regular member meeting. Any such bylaw shall be at any time …

Unless the bylaws provide otherwise, any bylaw may be adopted, amended, or repealed by a majority of the members present at a meeting, provided that the members voting must be sufficient in number to constitute a quorum as provided in chapter 47-16 or by bylaws. Source: SDC 1939,…

Cooperatives may be organized under this chapter for any lawful purpose except banking and insurance. Source: SDC 1939, § 11.1102 as enacted by SL 1965, ch 23 , § 1; SL 1978, ch 337 .

For the purposes of chapters 47-15 to 47-20 , inclusive, the street address, or the statement concerning the address, of a cooperative existing on July 1, 1965, becoming subject to said chapters, as set forth in the articles for its business office, shall be considered its regist…

Unless otherwise provided by its articles, a cooperative may exist perpetually. Source: SDC 1939, § 11.1103 (1) as enacted by SL 1965, ch 23 , § 1.

Unless otherwise provided by its articles, a cooperative may sue and be sued. Source: SDC 1939, § 11.1103 (2) as enacted by SL 1965, ch 23 , § 1.

Unless otherwise provided by its articles, a cooperative may have a seal. Source: SDC 1939, § 11.1103 (3) as enacted by SL 1965, ch 23 , § 1.

Three or more individuals of legal age, one of whom must be a resident, may form a cooperative by signing, acknowledging, filing, and recording articles of incorporation. Source: SDC 1939, § 11.1104 as enacted by SL 1965, ch 23 , § 1; SL 2018, ch 260 , § 2.

Unless otherwise provided by its articles, a cooperative may (1) Make contracts, incur liabilities, and borrow money; (2) Issue certificates representing indebtedness, or representing equity interests in its assets; (3) Acquire property; (4) Dispose of, mortgage, pledge, lease, o…

Unless otherwise provided by its articles, a cooperative may purchase, take, receive, subscribe for, or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge, or otherwise dispose of, and otherwise use and deal in and with, shares or other interests in, or…

Unless otherwise provided by its articles, a cooperative may invest its funds, lend money for its purposes, and hold any property as security for repayment. Source: SDC 1939, § 11.1103 (6) as enacted by SL 1965, ch 23 , § 1.

Unless otherwise provided by its articles, a cooperative may conduct its business and affairs and have offices and exercise its powers in the United States or in any foreign country. Source: SDC 1939, § 11.1103 (7) as enacted by SL 1965, ch 23 , § 1.

Unless otherwise provided by its articles, a cooperative may elect officers and appoint agents, define their duties, and fix their compensation. Source: SDC 1939, § 11.1103 (8) as enacted by SL 1965, ch 23 , § 1.

Unless otherwise provided by its articles, a cooperative may make and alter bylaws, consistent with its articles and the laws of this state, for the administration and regulation of its affairs. Source: SDC 1939, § 11.1103 (9) as enacted by SL 1965, ch 23 , § 1.

Unless otherwise provided by its articles, a cooperative may make donations for charitable, scientific, educational, or religious purposes. Source: SDC 1939, § 11.1103 (10) as enacted by SL 1965, ch 23 , § 1.

Unless otherwise provided by its articles, a cooperative may indemnify any present or former director, officer, or agent against actual expenses necessarily incurred in defense of any proceeding in which he is a party because he is or was such director, officer, or agent. This se…

Unless otherwise provided by its articles, a cooperative may cease its activities and surrender its franchise. Source: SDC 1939, § 11.1103 (12) as enacted by SL 1965, ch 23 , § 1.

Unless otherwise provided by its articles, a cooperative may exercise all powers necessary or convenient to effect its purposes. Source: SDC 1939, § 11.1103 (13) as enacted by SL 1965, ch 23 , § 1.

The articles of incorporation shall set forth that they are executed pursuant to the provisions of this chapter and shall state: (1) The name of the cooperative; (2) The period of existence, unless perpetual; (3) The purposes for which organized. It is sufficient to state that th…

No cooperative funds may be used, nor any stock issued, in payment of any promotion expenses in excess of ten percent of the paid - up capital stock or membership fees. No commission or expenses shall be paid on the sale of stock in excess of ten percent of the par value thereof.…

The term "cooperative" or any variation thereof, may be used either by any cooperative organized under this chapter or under other laws of this state relating to cooperative corporations, or by any foreign cooperative licensed to do business in this state or by any association of…

No person other than a cooperative described in § 47-15-41 may use the term "cooperative," or any variation thereof, as part of his corporate or other business name or title. No person may in any other manner represent himself to be a cooperative. A violation of this section is a…

Any cooperative may obtain an injunction against acts prohibited by § 47-15-42 without showing any damage to itself. Source: SDC 1939, § 11.1155 (3) as enacted by SL 1965, ch 23 , § 1.

All foreign and domestic cooperatives are governed by the provisions of chapters 47-15 to 47-20 , inclusive, except that application of said chapters to cooperative corporations existing before March 18, 1965, does not affect property rights of stockholders or members in such coo…

Corporations organized before July 1, 1965, under the provisions of chapters 4.16 and 11.10 of the South Dakota Code of 1939 shall continue in existence, but no new corporations may be formed thereunder. Source: SL 1965, ch 23 , § 2; SL 1966, ch 16 , § 5.

Cooperatives organized prior to July 1, 1965 under the provisions of chapter 4.16 or 11.10 or 11.11 of the South Dakota Code of 1939 or amendments thereof are granted perpetual existence irrespective of the period of existence set forth in the articles of incorporation. Any such …

If notice is required by chapters 47-15 to 47-20 , inclusive, to be given to any person, the notice shall be given either personally, by mail, or electronic transmission. If mailed, the notice is given when deposited in the United States mail, with postage prepaid, addressed to t…

The provisions of chapters 47-15 to 47-20 , inclusive, shall not apply to cooperatives governed by chapter 40-23 or chapter 47-21 . Source: SDC 1939, § 11.1156 as enacted by SL 1965, ch 23 , § 1.

If any provision of chapters 47-15 to 47-20 , inclusive, or the application thereof to any person or circumstance is held invalid, the remainder of said chapters and the application of such provision to other persons or circumstances shall not be held invalid. Source: SL 1965, ch…

It is not necessary to set forth in the articles of incorporation any of the powers granted by chapters 47-15 to 47-20 , inclusive. The articles may include additional provisions, consistent with law, including provisions which are required or permitted to be set forth in the byl…

Chapters 47-15 to 47-20 , inclusive, as amended from time to time may be cited as the "South Dakota Cooperative Association Act." Source: SDC 1939, § 11.1157 as enacted by SL 1965, ch 23 , § 1.

A person who files, or causes to be filed, a document required to be filed by this chapter, which he knows to be materially false in any respect, is guilty of a Class 6 felony. Source: SL 1983, ch 15 , § 36.

The original articles of incorporation, duly signed, shall be delivered to the secretary of state for filing and recording. The legal corporate existence of a cooperative begins when the articles are so delivered. Source: SDC 1939, § 11.1107 as enacted by SL 1965, ch 23 , § 1; SL…

Upon receipt of the articles of incorporation and payment of the required fees the secretary of state shall issue a certificate of incorporation. The certificate of incorporation shall be conclusive evidence, except as against the state in a proceeding to cancel or revoke such ce…

At any member meeting, a cooperative may adopt any amendment to its articles which is lawful under §§ 47-15-4 and 47-15-5 , if a statement of the proposed amendment was contained in the notice of the meeting. An amendment is adopted if approved by a majority of any quorum of memb…

When any amendment to the articles is adopted, the president and secretary of the cooperative shall prepare and sign in duplicate, a certificate sealed with the seal of the cooperative, if it has a seal, stating: (1) The name of the cooperative; (2) The amendment and date of adop…