Title 47, CORPORATIONS

Any action which may be taken at a meeting of the directors or executive committee of a cooperative may be taken without a meeting if a writing setting forth and approving the action taken shall be signed by all of the directors or executive committee members entitled to vote on …

The principal officers of a cooperative are a president, one or more vice-presidents as prescribed in the bylaws, a secretary, and a treasurer. The principal officers shall be elected annually by the board of directors at a time and manner pursuant to the bylaws. Each principal o…

Any officer of a cooperative other than those mentioned in § 47-17-14 may be chosen by the board of directors or as provided in the bylaws. Source: SDC 1939, § 11.1127 (2) as enacted by SL 1965, ch 23 , § 1.

All officers of a cooperative shall have such authority and perform such duties as the bylaws provide, or as the board of directors may determine not inconsistent with the bylaws. Source: SDC 1939, § 11.1127 (3) as enacted by SL 1965, ch 23 , § 1.

Any officer of a cooperative may be removed by the board of directors whenever in its judgment the best interests of the cooperative will be served thereby. Election or appointment shall not of itself create contract rights. Source: SDC 1939, § 11.1127 (3) as enacted by SL 1965, …

Unless the bylaws of a cooperative provide otherwise, for prior or future services of any officer or employee, the board of directors may provide reasonable compensation, pension, bonuses, or other benefits to such officer or employee, and pension or other benefits to a member of…

Unless the bylaws of a cooperative provide otherwise, only the members may establish compensation or other benefits for a director, not available generally to officers and employees, for services as director. Source: SDC 1939, § 11.1128 (1) 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 , § 39.

Except as otherwise provided in § 47-17-22 , a cooperative may indemnify a director, officer, agent, or employee who is a party to a proceeding by reason of being a director, officer, agent, or employee, against liability incurred in the proceeding if the director, officer, agent…

Unless otherwise ordered by a court, a cooperative may not indemnify a director, officer, agent, or employee: (1) In connection with a proceeding by or in the right of the cooperative, except for reasonable expenses incurred in connection with the proceeding if it is determined t…

A cooperative shall indemnify a director, officer, agent, or employee who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director, officer, agent, or employee was a party by reason of being a director, officer, agent, or employee …

The number of directors of a cooperative shall not be less than five, provided that in a cooperative with less than fifty members, the number of directors shall not be less than three. Subject to such limitation, the number shall be fixed in the articles, or if the articles so pr…

The directors of a cooperative constituting the temporary board, named in the articles, shall hold office until the first member meeting. At that meeting and thereafter, at or in conjunction with the annual member meeting, directors shall be elected by a majority of the members v…

No cooperative funds may be used, nor any stock issued, to promote, encourage, or publicly favor the candidacy, election, or reelection of any member to any elective office within the cooperative. No employee of a cooperative may promote, encourage or publicly favor the candidacy…

Unless the bylaws of a cooperative provide otherwise, a director may be removed upon a majority vote of all members. Source: SDC 1939, § 11.1123 (4) as enacted by SL 1965, ch 23 , § 1.

Unless the bylaws of a cooperative provide otherwise, any vacancy existing in the board of directors may be filled until the next annual meeting by appointment by a majority vote of the directors then in office. Source: SDC 1939, § 11.1123 (5) as enacted by SL 1965, ch 23 , § 1.

Directors of cooperatives who negligently or in bad faith vote for any distribution of assets contrary to chapters 47-15 to 47-20 , inclusive, or the articles are jointly and severally liable to the cooperative for the value of assets distributed in excess of the amount which cou…

A director of a 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 cha…

The board of directors of a cooperative shall provide that board meetings are held upon such notice as is prescribed in the bylaws. Unless the articles of incorporation or bylaws provide otherwise, a member of the board of directors or any committee designated by the board of dir…

Unless a greater number is required in the bylaws of a cooperative, a majority of the directors in office shall constitute a quorum for transaction of business. Unless a greater number is required in the bylaws, an act of the majority of the directors present at a meeting at whic…