Title 47 — CORPORATIONS

Unless otherwise specified in the plan, the merger, or consolidation is effective when the articles are so recorded. Source: SDC 1939, § 11.1140 (1) as enacted by SL 1965, ch 23 , § 1.

If otherwise lawful, any two or more cooperatives may merge or consolidate under this chapter or under the law of the state where the surviving or new cooperative will exist. Before a cooperative may merge or consolidate with any other cooperative, a written plan of merger or con…

Unless the bylaws of a cooperative provide otherwise, the board of directors may secure payment of a cooperative's debts by mortgaging the cooperative's rights, privileges, authority and franchises, revenues, and other property. Source: SDC 1939, § 11.1130 (2) as enacted by SL 19…

At any member meeting of a cooperative, whether or not a quorum is present, a cooperative may dissolve if: (1) Notice that a resolution for dissolution will be considered and acted upon has been given to all members and to all other persons entitled by the articles to vote thereo…

When the resolution for dissolution of a cooperative is adopted, either a committee designated by the resolution or the board of directors shall liquidate all assets and pay the net proceeds of such liquidation available for distribution to all persons entitled to the same by law…

A certificate of dissolution of a cooperative shall be signed by a majority of directors or of committee members and shall be sealed with the cooperative's seal, if any, stating: (1) The name of the cooperative; (2) The name and address of each director or committee member; (3) T…

The certificate of dissolution required by § 47-18-13 shall be filed and recorded as provided in § 47-15-9 and thereupon the existence of the cooperative ceases. Source: SDC 1939, § 11.1143 (4) as enacted by SL 1965, ch 23 , § 1.

A cooperative may be dissolved involuntarily by a decree of the circuit court where the principal office or registered agent is located in an action commenced by the attorney general when it is established that: (1) The cooperative's certificate of incorporation was procured thro…

If the cooperative cures a default under subdivision 47-18-15(3) prior to entry of the court's final decree in an action brought under § 47-18-15 and pays all penalties and court costs that have accrued, the cause of action with respect to the default so cured will abate. Source:…

A cooperative whose corporate charter existence has been revoked as provided by § 47-18-16.1 may petition for reinstatement as a corporation prior to July 1, 1980 on forms provided by the secretary of state. The petition shall be executed on behalf of the corporation by its presi…

The secretary of state may commence a proceeding under § 47-18-16.4 to administratively dissolve a cooperative if: (1) The cooperative does not pay within sixty days after they are due any fees or penalties imposed by chapters 47-15 to 47-20 , inclusive, or other law; (2) The coo…

If the secretary of state determines that one or more grounds exist under § 47-18-16.3 for dissolving a cooperative, he shall serve the cooperative with written notice of his determination under § 47-15-22. If the cooperative does not correct each ground for dissolution or demons…

Any cooperative administratively dissolved under § 47-18-16.4 may apply to the secretary of state for reinstatement within two years after the effective date of dissolution. The application shall: (1) Recite the name of the cooperative and the effective date of its administrative…

If the secretary of state denies a cooperative's application for reinstatement following administrative dissolution, he shall serve the corporation under § 47-15-22 with a written notice that explains the reason or reasons for denial. The cooperative may appeal the denial of rein…

The circuit court for the county where the principal office or registered agent of the cooperative is located may liquidate the assets and business of such cooperative when an action for that purpose is filed by or on behalf of: (1) A majority of the designated committee or direc…

Upon the filing of any action under § 47-18-17 , the court acquires exclusive jurisdiction of all matter pertaining to the liquidation of such cooperative and the distribution of its assets to persons entitled thereto and may determine and order paid the expense of such liquidati…

The court having jurisdiction of an action under § 47-18-17 shall fix the time within which creditors may file claims and shall prescribe the notice to be given to interested persons. Creditors who do not file their claims within the time limit may not participate in any distribu…

Articles of merger or consolidation of cooperatives shall set forth the approved plan and such other information as is required by §

When the court approves the final distribution of a cooperative's assets, it shall enter a decree in the nature of a certificate of dissolution which shall be filed and recorded in the secretary of state's office. Source: SDC 1939, § 11.1145 (4) as enacted by SL 1965, ch 23 , § 1…

The filing of an action under § 47-18-17 operates as a stay of all other proceedings against the cooperative until such time as the court issues its final judgment or directs otherwise. Source: SDC 1939, § 11.1145 (5) as enacted by SL 1965, ch 23 , § 1.

The court having jurisdiction of an action brought under § 47-18-17 upon proper cause shown may at any time order the proceedings dismissed upon such terms and conditions as the court may impose. Source: SDC 1939, § 11.1145 (6) as enacted by SL 1965, ch 23 , § 1.

Upon the filing and recording of the certificate or decree of dissolution of a cooperative, title to any property omitted from the final distribution vests in the surviving directors or committee members who signed the certificate, as trustees. They have all the powers of the coo…

When no trustee mentioned in § 47-18-23 can be found, the circuit court for the county where the property is located has power to appoint trustees upon application of any person having an interest in such property or its disposition. Source: SDC 1939, § 11.1146 (2) as enacted by …

Any trustee mentioned in § 47-18-23 may at any time make application to the proper circuit court for supervision of liquidation pursuant to §§ 47-18-17 to 47-18-22 , inclusive. Source: SDC 1939, § 11.1146 (3) as enacted by SL 1965, ch 23 , § 1.

Upon liquidation of a cooperative, the assets distributable to persons who are unknown or cannot be found may be reduced to cash and deposited with the state treasury. If claimed within ten years thereafter such funds shall be paid without interest to persons entitled thereto upo…

Except as provided in §§ 47-18-17 to 47-18-22 , inclusive, the dissolution of a cooperative does not impair any remedy available to or against such cooperative, its directors, stockholders, or members for any claim existing or any liability incurred prior to such dissolution if a…

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 , § 41.

After the effective date of a merger or consolidation, the cooperatives which are parties to the plan become a single cooperative. In the case of a merger, the surviving cooperative is that cooperative so designated in the plan. In the case of a consolidation, the new cooperative…

After a merger or consolidation, the surviving or new cooperative possesses all the rights and all the property of each of the individual cooperatives, and is responsible for all their obligations. Title to any property is vested in the surviving or new cooperative with no revers…

The articles of the cooperative surviving a merger are deemed amended to the extent provided in the plan of merger. Source: SDC 1939, § 11.1140 (4) as enacted by SL 1965, ch 23 , § 1.

A cooperative that owns shares of a domestic or foreign subsidiary corporation that carries at least ninety percent of the voting power of each class and series of the outstanding shares of the subsidiary that has voting power may merge the subsidiary into itself or into another …

Any cooperative may divide itself into two or more cooperatives under this chapter. A written plan of division shall be prepared by the board of directors or by a committee selected by the board for that purpose. Such plan shall set forth all the terms of the division and the pro…

The members of a cooperative shall approve the plan of division in the manner provided in § 47-15-8 for amendments to articles. Source: SDC 1939, § 11.1141 (2) as enacted by SL 1965, ch 23 , § 1.

Articles of division of a cooperative shall set forth the approved plan and such other information as required by § 47-15-9 and shall be filed and recorded as an amendment to the articles. Each part of the plan which contains the articles of a new cooperative shall be separately …

Except as authorized by the members, the board of directors of a cooperative may not dispose of all or substantially all of the cooperative's fixed assets. At any meeting the members may authorize the disposition of all or substantially all of a cooperative's fixed assets if: (1)…

Source: SL 1976, ch 288 , § 3; SL 1977, ch 381 , § 7; SL 2012, ch 222 , § 3.