Title 47 — CORPORATIONS

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) "Boa…

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,…

The right to the exclusive use of a specified corporate name reserved pursuant to § 47-22-9 may be transferred to any other person or corporation by filing in the Office of the Secretary of State a notice of such transfer, executed by the applicant for whom the name was reserved,…

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: …

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 corporat…

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, § 1…

Amendments to the articles of incorporation shall be made in the manner provided by § 47-22-16 or

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,…

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).

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.

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:…

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.

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 .

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"…

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.

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 corporati…

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.

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 ann…

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 b…

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 repre…

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.

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 nam…

When filing restated articles of incorporation with the secretary of state pursuant to § 47-22-28 , the restated articles may incorporate proposed amendments if: (1) The provisions of §§ 47-22-16 and 47-22-17 have been complied with; (2) The information required pursuant to § 47-…

If the secretary of state finds that restated articles delivered to him pursuant to § 47-22-28 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;…

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. Sourc…

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 1965, ch 24 , § 39.

After the issuance of the certificate of incorporation an organization meeting of the board of directors named in the articles of incorporation shall be held, either within or without this state, at the call of a majority of the incorporators, for the purpose of adopting bylaws, …

A first meeting of the members may be held at the call of the directors, or a majority of them, upon at least three days' notice, for such purposes as shall be stated in the notice of the meeting. Source: SL 1965, ch 24 , § 34.

The initial bylaws of a corporation shall be adopted by its board of directors. The power to alter, amend, or repeal the bylaws or adopt new bylaws shall be vested in the board of directors unless otherwise provided in the articles of incorporation or the bylaws. The bylaws may c…

If so provided in the articles of incorporation or bylaws of the corporation, any written notice required to be provided to any member or director pursuant to any provision of chapters 47-22 to 47-28 , inclusive, may be sent by any reasonable means of transmission set forth in th…

Unless the articles of incorporation provide that a change in the number of directors shall be made only by amendment to the articles of incorporation, a change in the number of directors made by amendment to the bylaws shall be controlling. In all other cases, whenever a provisi…

The board of directors of any corporation may adopt emergency bylaws, which shall, notwithstanding any different provision elsewhere in chapters 47-22 to 47-28 , inclusive, or in the articles of incorporation or bylaws, be operative during any emergency in the conduct of the affa…

The emergency bylaws adopted pursuant to § 47-22-35 may make any provision that may be practical and necessary for the circumstances of the emergency, including provisions that: (1) A meeting of the board of directors may be called by any officer or director in such manner and un…

The board of directors, either before or during any emergency described in § 47-22-35 , may provide, and from time to time modify, lines of succession in the event that during any such emergency any or all officers or agents of the corporation shall for any reason be rendered inc…

The board of directors, either before or during any emergency described in § 47-22-35 , may, effective in the emergency, change the head office or designate several alternative head offices or regional offices, or authorize the officers so to do. Source: SL 1965, ch 24 , § 14.

To the extent not inconsistent with any emergency bylaws adopted pursuant to § 47-22-35 , the bylaws of the corporation shall remain in effect during any emergency described in § 47-22-35 and upon its termination the emergency bylaws shall cease to be operative. Source: SL 1965, …

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) E…

Unless otherwise provided in emergency bylaws, notice of any meeting of the board of directors during any emergency described in § 47-22-35 may be given only to such of the directors as it may be feasible to reach at the time and by such means as may be feasible at the time, incl…

No officer, director, or employee acting in accordance with any emergency bylaws shall be liable except for willful misconduct. No officer, director, or employee shall be liable for any action taken by him in good faith in any emergency described in § 47-22-35 in furtherance of t…

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…

Each corporation shall have power to have perpetual succession by its corporate name unless a limited period of duration is stated in its articles of incorporation. Source: SDC 1939, § 11.1405; SL 1965, ch 24 , § 5 (1).

Each corporation shall have power to sue and be sued, complain and defend, in its corporate name. Source: SL 1965, ch 24 , § 5 (2).

Each corporation shall have power to have a corporate seal which may be altered at pleasure, and to use the same by causing it, or a facsimile thereof, to be impressed or affixed or in any other manner reproduced. Source: SL 1965, ch 24 , § 5 (3).

Each corporation shall have power to purchase, take, receive, lease, take by gift, devise or bequest, or otherwise acquire, own, hold, improve, use and otherwise deal in and with, real or personal property, or any interest therein, wherever situated. Source: SDC 1939, §§ 11.1703,…

Each corporation shall have power to sell, convey, mortgage, pledge, lease, exchange, transfer, and otherwise dispose of all or any part of its property and assets. Source: SL 1965, ch 24 , § 5 (5).

Each corporation shall have power to lend money to its employees other than its officers and directors, and otherwise assist its employees, officers, and directors. Source: SL 1965, ch 24 , § 5 (6).

Each corporation shall have power to 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 obligations of, other d…

Each corporation shall have power to make contracts and incur liabilities, borrow money at such rates of interest as the corporation may determine, issue its notes, bonds, and other obligations, and secure any of its obligations by mortgage or pledge of all or any of its property…

Each corporation shall have power to lend money for its corporate purposes, invest and reinvest its funds, and take and hold real and personal property as security for the payment of funds so loaned or invested. Source: SL 1965, ch 24 , § 5 (9).

Each corporation shall have power to conduct its affairs, carry on its operations, and have offices and exercise the powers granted by chapters 47-22 to 47-28 , inclusive, in any state, territory, district, or possession of the United States, or in any foreign country. Source: SL…