Title 47 — CORPORATIONS

Terms used in this chapter mean: (1) "Cooperative," any corporation organized under this chapter or which becomes subject to this chapter in the manner hereinafter provided; (2) "Person," any natural person, firm, association, corporation, limited liability company, business trus…

The business of a cooperative shall be managed by a board of not less than five directors, each of whom shall be a member of the cooperative or of another cooperative or corporation, which is a member thereof. If the member is an entity other than a natural person, the cooperativ…

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: SL 1947, ch 33 , § 12; SDC Supp 1960, § 11.2212 (1); SL 1985, c…

The directors of a cooperative named in any articles of incorporation, consolidation, merger, or conversion, shall hold office for their terms and until their successors are elected and qualify. Source: SL 1947, ch 33 , § 12; SDC Supp 1960, § 11.2212 (2).

Directors shall be elected at the annual meeting of the cooperative unless the bylaws of the cooperative provide for the election of directors by district. In case of a failure to hold the annual meeting, as specified in the bylaws, directors shall be elected at a special meeting…

A majority of the board of directors of a cooperative shall constitute a quorum. Source: SL 1947, ch 33 , § 12; SDC Supp 1960, § 11.2212 (3).

If a husband and wife hold a joint membership in a cooperative, either one, but not both, may be elected a director. Source: SL 1947, ch 33 , § 12; SDC Supp 1960, § 11.2212 (4).

The board of directors may exercise all of the powers of a cooperative not conferred upon the members by this chapter or its articles of incorporation or bylaws. Source: SL 1947, ch 33 , § 12; SDC Supp 1960, § 11.2212 (5).

No person who is authorized to take acknowledgments under the laws of this state shall be disqualified from taking acknowledgments of instruments executed in favor of a cooperative or to which it is a party, by reason of being an officer, director, employee, or member of such coo…

The board of directors shall adopt the first bylaws of a cooperative to be adopted following an incorporation, conversion, merger, or consolidation. Thereafter the members shall adopt, amend, or repeal the bylaws by the affirmative vote of a majority of those members voting there…

The bylaws of a cooperative shall set forth the rights and duties of members and directors and may contain other provisions for the regulation and management of the affairs of the cooperative not inconsistent with this chapter or with its articles of incorporation. The bylaws of …

Cooperatives may be organized under this chapter for any lawful purpose except banking, securities, and insurance. Cooperatives proposing to provide local exchange telephone service in a rural telephone company's service area may do so only in compliance with the procedures conta…

The bylaws may provide for the division of the territory served or to be served by a cooperative into two or more districts for any purpose, including, without limitation, the nomination and election of directors and the election and functioning of district delegates. In such cas…

The officers of a cooperative shall consist of a president, vice - president, secretary, and treasurer, who shall be elected annually by and from the board of directors. When a person holding any such offices ceases to be a director he shall cease to hold such office. The offices…

Except as otherwise provided in § 47-21-21.3 , 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, agen…

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 …

Any corporation organized under the laws of this state and supplying or having the corporate power to supply electric energy may be converted into a cooperative by complying with the requirements of §§ 47-21-23 and 47-21-24 and shall thereupon become subject to this chapter with …

The proposition for the conversion of the corporation described in § 47-21-22 into a cooperative and proposed articles of conversion to give effect thereto shall be submitted to a meeting of the members or stockholders of such corporation, or in case of a corporation having no me…

If the proposition for the conversion of the corporation described in § 47-21-22 into a cooperative and the proposed articles of conversion, with any amendments, are approved by the affirmative vote of not less than two - thirds of those members of such corporation voting thereon…

Any two or more cooperatives (each of which is hereinafter designated a "consolidating cooperative"), may consolidate into a new cooperative (hereinafter designated the "new cooperative") by complying with the requirements of §§ 47-21-26 and

The proposition for the consolidation of the consolidating cooperatives into the new cooperative and proposed articles of consolidation to give effect thereto shall be submitted to a meeting of the members of each consolidating cooperative, the notice of which shall have attached…

If the proposed consolidation and the proposed articles of consolidation, with any amendments, are approved by the affirmative vote of a majority of those members of each consolidating cooperative voting thereon at each such meeting, articles of consolidation in the form approved…

Any one or more cooperatives (each of which is hereinafter designated a "merging cooperative") may merge into another cooperative (hereinafter designated the "surviving cooperative"), by complying with the requirements of §§ 47-21-29 and

The proposition for the merger of the merging cooperatives into the surviving cooperative and proposed articles of merger to give effect thereto shall be submitted to a meeting of the members of each merging cooperative and of the surviving cooperative, the notice of which shall …

The name of a cooperative shall include the words "electric" and "cooperative," and the abbreviation "Inc.," unless in an affidavit made by its president or vice - president, and filed with the secretary of state, or in an affidavit made by a person signing articles of incorporat…

If the proposed merger and the proposed articles of merger, with any amendments, are approved by the affirmative vote of a majority of those members of each cooperative voting thereon at each such meeting, articles of merger in the form approved shall be executed and acknowledged…

In the case of consolidation the existence of the consolidating cooperatives shall cease and the articles of consolidation shall be deemed to be the articles of incorporation of the new cooperative; and in the case of a merger the separate existence of the merging cooperatives sh…

All the rights, privileges, immunities, and franchises and all property, real and personal, including without limitation applications for membership, all debts due on whatever account and all other choses in action, of each of the consolidating or merging cooperatives shall be de…

The new or surviving cooperative shall be responsible and liable for all the liabilities and obligations of each of the consolidating or merging cooperatives and any claim existing or action or proceeding pending by or against any of the consolidating or merging cooperatives may …

Neither the rights of creditors nor any liens upon the property of any of the consolidating or merging cooperatives shall be impaired by such consolidation or merger. Source: SL 1947, ch 33 , § 19; SDC Supp 1960, § 11.2219 (4).

A cooperative which has not commenced business may be dissolved by delivering to the secretary of state articles of dissolution which shall be executed and acknowledged on behalf of the cooperative by a majority of the incorporators and which shall state: (1) The name of the coop…

A cooperative which has commenced business may be dissolved in the manner provided by §§ 47-21-37 to 47-21-41 , inclusive. Source: SL 1947, ch 33 , § 21; SDC Supp 1960, § 11.2221 (2).

The proposition to dissolve a cooperative which has commenced business shall be submitted to the members of the cooperative at any annual or special meeting, the notice of which shall set forth such proposition. The members at any such meeting shall approve, by the affirmative vo…

Upon approval pursuant to § 47-21-37 of a proposition to dissolve, a certificate of election to dissolve (hereinafter designated the "certificate"), executed and acknowledged on behalf of the cooperative by its president or vice - president under its seal, attested by its secreta…

Upon the filing by the secretary of state of the certificate and affidavit required by § 47-21-38 , the cooperative shall cease to carry on its business except to the extent necessary for the termination thereof, but its corporate existence shall continue until articles of dissol…

Only a cooperative or corporation doing business in this state pursuant to this chapter shall use both the words "electric" and "cooperative" in its name. Source: SL 1947, ch 33 , § 5; SDC Supp 1960, § 11.2205.

The board of directors shall liquidate and settle the affairs of a cooperative which has filed the certificate and affidavit described in § 47-21-38 , collect sums owing to it, liquidate its property and assets, pay and discharge its debts, obligations, and liabilities, other tha…

The board of directors shall, upon completion of the acts required by § 47-21-40 , authorize the execution of articles of dissolution, which shall be executed and acknowledged on behalf of the cooperative by its president or vice - president, and its seal shall be affixed thereto…

Articles of incorporation, amendment, consolidation, merger, conversion, or dissolution, when executed and acknowledged and accompanied by such affidavits as may be required by applicable provisions of this chapter shall be presented to the secretary of state for filing in the re…

The secretary of state shall charge and collect for: (1) Filing articles of incorporation, ten dollars; (2) Filing articles of consolidation or merger, ten dollars; (3) Filing articles of amendment, ten dollars; (4) Filing articles of conversion, ten dollars; (5) Filing certifica…

The board of directors of a cooperative shall have full power to authorize the execution and delivery of a mortgage or mortgages or a deed or deeds of trust of, or the pledging or encumbering of, any or all of the property, assets, rights, privileges, licenses, franchises, and pe…

A cooperative may not, except as provided by § 47-21-44 , sell, lease, or otherwise dispose of all or a substantial portion of its property unless such sale, lease, or other disposition is authorized by the affirmative vote of not less than a majority of all members of the cooper…

Any mortgage, deed of trust, or other instrument executed by a cooperative pursuant to this chapter, which affects real and personal property and which is recorded in the real property records in any county in which such property is located or is to be located shall have the same…

Any trust deed or mortgage executed by a cooperative organized under the provisions of this chapter or qualified in accordance with the provisions of § 47-21-74 or §§ 47-1A-1501 to 47-1A-1532 , inclusive, relative to the qualification of foreign cooperatives to transact business …

Notwithstanding any provision to the contrary in chapter 57A-9 , any filing required under the uniform commercial code in order to perfect a security interest against the personal property or fixtures of a debtor rural electric cooperative shall be made and maintained in the Offi…

A mortgage or trust deed to secure a debt executed by a rural electric cooperative, covering the whole or part of its easements or other less than fee simple interests in real estate used in the transmission or distribution of electric service, and also covering the fixtures of t…

To the extent not superceded by the specific provisions of §§ 47-21-46.1 to 47-21-46.4 , inclusive, the uniform commercial code and other applicable laws remain in full force and effect and supplement the provisions of §§ 47-21-46.1 to 47-21-46.4 , inclusive. Any rural electric c…

Any trust deed or mortgage described in § 47-21-46 to 47-21-46.3 , inclusive, may be assigned or discharged by filing for record in the Office of the Secretary of State and in the Office of the Register of Deeds of each county, if any, in which the trust deed or mortgage has been…

The secretary of state shall charge and collect a filing fee of one dollar per page for each document filed pursuant to §§ 47-21-46.1 to 47-21-46.3 , inclusive, and §