Title 58 — INSURANCE
79 chapters · 3,532 sections in this title.
SDCL § 58-5-38 Extinguishment of contingent liability must apply to all members and policies
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The director shall not approve the extinguishment of contingent liability pursuant to § 58-5-37 unless it applies to all members and all policies of insurance of such insurer. Source: SL 1966, ch 111 , ch 16, § 31 (2).
SDCL § 58-5-39 Bylaws of domestic mutual insurer--Adoption, modification, and revocation
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The initial board of directors of a domestic mutual insurer shall adopt bylaws, subject to the approval of the insurer's members at the next succeeding meeting by a two - thirds vote of those present in person or by proxy. The members shall have power by a two - thirds vote of th…
SDCL § 58-5-4 Applicability of corporation laws
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The applicable laws of this state as to domestic corporations formed for profit shall apply as to both stock and mutual insurers, except where in conflict with the express provisions of this title and the reasonable implications of such provisions. Source: SL 1966, ch 111 , ch 16…
SDCL § 58-5-40 Meetings of members of domestic mutual insurer--Time, notice, quorum, and conduct
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The bylaws of a domestic mutual insurer shall provide the time, notice, quorum, and conduct of annual and special meetings of members. In no event shall a quorum at any meeting of members be less than five percent of the total membership. Source: SL 1966, ch 111 , ch 16, § 16 (2)…
SDCL § 58-5-41 Voting rights of members of domestic mutual insurer
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The bylaws of a domestic mutual insurer shall provide that each member is entitled to one vote upon each matter coming to a vote at meetings of members and that a member shall have the right to vote in person or by his written proxy. Such proxy shall be for a reasonable specified…
SDCL § 58-5-42 Directors of domestic mutual insurer--Number, qualifications, election, terms of office, and powers
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The bylaws of a domestic mutual insurer shall provide for election of directors by the members, and the number, qualifications, terms of office, and powers of directors. Source: SL 1966, ch 111 , ch 16, § 16 (2) (b).
SDCL § 58-5-43 Officers of domestic mutual insurer--Number, designation, election, and terms of office--Powers and duties
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The bylaws of a domestic mutual insurer shall provide the number, designation, election, terms, and powers and duties of the respective corporate officers. Source: SL 1966, ch 111 , ch 16, § 16 (2) (d).
SDCL § 58-5-44 Funds of domestic mutual insurer--Deposit, custody, disbursement, and accounting
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The bylaws of a domestic mutual insurer shall provide for deposit, custody, disbursement, and accounting of corporate funds. Source: SL 1966, ch 111 , ch 16, § 16 (2) (e).
SDCL § 58-5-45 Management of domestic mutual insurer
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The bylaws of a domestic mutual insurer shall include other provisions necessary for the management of its affairs. Source: SL 1966, ch 111 , ch 16, § 16 (2) (f).
SDCL § 58-5-46 Certified copy of bylaws and amendments of domestic mutual insurer filed with director--Disapproval by director, grounds
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A domestic mutual insurer shall promptly file with the director of the Division of Insurance a certified copy of its bylaws and all amendments thereto. The director at the time of filing or within thirty days thereafter shall disapprove any bylaw provision deemed by him to be unl…
SDCL § 58-5-47 Bylaws of domestic stock insurer--Adoption, modification, and revocation
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Before commencing business, the initial board of directors of a domestic stock insurer shall adopt bylaws which shall be subject to the approval by a two - thirds vote of the stockholders present in person or by proxy at the next succeeding stockholders' meeting. Stockholders sha…
SDCL § 58-5-48 Bylaws of domestic stock insurer subject to approval of director
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The bylaws of a domestic stock insurer shall be subject to the approval of the director as provided in §
SDCL § 58-5-49 Equity securities of domestic stock insurer--Rules and regulations as to solicitation of proxies, consents, and authorities--Adoption and promulgation
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The director shall have authority to make rules and regulations as to solicitation by mail, or otherwise, of proxies, consents, or authorizations, in respect of any equity securities of a domestic stock insurer, with requirements designed to assure timely, accurate, and reasonabl…
SDCL § 58-5-5 Incorporation of stock and mutual insurers
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Sections 58-5-6 and 58-5-7 apply to both stock and mutual insurers incorporated in this state after June 30, 1966. Source: SL 1966, ch 111 , ch 16, § 6 (1).
SDCL § 58-5-50 Annual meetings of stockholders or members--Election of directors--Reports of officers of insurer as to affairs--Transaction of other business--Notice of meeting
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Each insurer shall hold an annual meeting of its stockholders or members, to fill vacancies existing or occurring in the board of directors, receive and consider reports of the insurer's officers as to its affairs, and transact such other business as may properly be brought befor…
SDCL § 58-5-51 Special meetings of stockholders or members--Calling by board of directors--Notice
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Except as otherwise provided in § 58-5-56 , special meetings of the stockholders or members may be called at any time for any purpose by the board of directors, upon not less than ten days' notice or as provided in the bylaws. The notice shall state the purpose of the meeting, an…
SDCL § 58-5-52 Special meetings of stockholders or members called by secretary on request of directors, stockholders, or members--Failure of secretary to issue call
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At any time, upon written request of not less than one - third of the directors, or of any stockholders or members holding in the aggregate one - fifth of the voting power of all stockholders or members, it shall be the duty of the secretary to call a special meeting of stockhold…
SDCL § 58-5-53 Stockholder or member compelling board of directors to call annual meeting
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If more than fifteen months elapse without an annual stockholders' or members' meeting, any stockholder or member may compel the board of directors to call such a meeting. Source: SL 1966, ch 111 , ch 16, § 18 (5).
SDCL § 58-5-54 Place for holding meetings of stockholders or members--Waiver
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Meetings of stockholders or members of a domestic insurer shall be held in the municipality of its home office or principal office or place of business in this state. However, the director may waive the provisions of this section if a wholly owned subsidiary or a company is locat…
SDCL § 58-5-55 Meetings of stockholders or members--Organization for transaction of business, quorum required
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A stockholders' or members' meeting duly held can be organized for the transaction of business whenever a quorum is present. Unless otherwise provided in the bylaws or articles of incorporation: (1) The presence, in person or by proxy, of the holders of not less than ten percent …
SDCL § 58-5-56 Amendment of articles of incorporation at meeting of stockholders or members--Notice of meeting
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No meeting of stockholders or members shall amend the insurer's articles of incorporation unless such amendment to the articles of incorporation is included in the notice of such meeting, which notice must be given by mail at least thirty days prior to such meeting, to those enti…
SDCL § 58-5-57 Reduction of capital of stock insurer--Disapproval by director, grounds
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If an amendment of articles of incorporation would reduce the authorized capital stock of a stock insurer below the amount thereof then outstanding, the director shall not approve the amendment if he has reason to believe that the interests of policyholders or creditors of the in…
SDCL § 58-5-58 Directors of domestic insurer--Number--Management of affairs of insurer
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The affairs of every domestic insurer shall be managed by the number of directors fixed in the insurer's bylaws, which shall not be less than five nor more than twenty - one directors. Source: SL 1966, ch 111 , ch 16, § 21 (1).
SDCL § 58-5-59 Election of directors of domestic insurer--Qualifications
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Each director shall be elected from and by the members or stockholders of a domestic insurer. However, directors of a domestic insurer, which is wholly owned by one or more other corporations or other legal entities, need not be stockholders. A majority of the board of directors …
SDCL § 58-5-6 Incorporators--Number and qualifications
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Five or more individuals may incorporate as a stock insurer; ten or more individuals may incorporate as a mutual insurer. The incorporators shall be citizens of the United States, at least twenty - one years of age, and a majority of the incorporators shall be residents of this s…
SDCL § 58-5-6.1 Domestication of foreign company--Requirements and procedure
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Any company organized under the laws of any other state or country, which might have been originally qualified and incorporated under the laws of this state, and which has been admitted to do business in this state may become a domestic corporation, and be entitled to certificate…
SDCL § 58-5-60 Directors of domestic insurer--Terms of office
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The term of a director shall extend until his successor has been elected and has qualified. Source: SL 1966, ch 111 , ch 16, § 21 (3).
SDCL § 58-5-61 Pecuniary interest of officer, director, committee member, or employee of domestic insurer in transactions with insurer prohibited--Misdemeanor
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Any officer or director, or any member of any committee or an employee of a domestic insurer who is charged with the duty of investing or handling the insurer's funds: (1) Shall not deposit or invest such funds except in the insurer's corporate name; (2) Shall not borrow the fund…
SDCL § 58-5-62 Guarantee by insurer of any financial obligation of its officers, directors, stockholders, or members prohibited
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No insurer shall guarantee any financial obligation of any of its officers, directors, stockholders, or members. Source: SL 1966, ch 111 , ch 16, § 22 (2).
SDCL § 58-5-63 Policy holding not a prohibited pecuniary interest
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Sections 58-5-61 and 58-5-62 shall not prohibit such a director, officer, stockholder, or member of a committee or employee from becoming a policyholder of the insurer and enjoying the usual rights given to other policyholders. Source: SL 1966, ch 111 , ch 16, § 22 (3).
SDCL § 58-5-64 Stock ownership not a prohibited pecuniary interest
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Any of the persons referred to in §§ 58-5-61 to 58-5-63 , inclusive, shall not be deemed pecuniarily interested in any transaction with another corporation in which such person has no pecuniary interest other than ownership of stock or other securities issued by such corporation …
SDCL § 58-5-65 Other permitted pecuniary interest of director, officer, or employee of insurer
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The director of the Division of Insurance may, by regulations, define and permit additional exceptions to the prohibition contained in § 58-5-61 solely to enable payment of reasonable compensation to a director, officer, or employee of the insurer, or to a corporation or firm in …
SDCL § 58-5-66 Compensation of officers and employees of domestic insurer
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No officer or employee of a domestic insurer shall be compensated unreasonably and the compensation of any director or officer of such insurer shall not be calculated, directly or indirectly, as a percentage of profits, premiums collected, or insurance written by the insurer with…
SDCL § 58-5-67 Pensions to officers and directors of domestic insurers
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No domestic insurer shall grant any pension to any officer or director thereof, or to any member of his family after his death, except that such insurer may in pursuance of the terms of a retirement plan adopted by the board of directors of such insurer and approved by the direct…
SDCL § 58-5-68 Equity security defined
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The term "equity security" when used in §§ 58-5-69 to 58-5-78 , inclusive, means any stock or similar security; or any security convertible, with or without consideration, into such a security, or carrying any warrant or right to subscribe to or purchase such a security; or any s…
SDCL § 58-5-69 Statement of ownership of insurance company filed with director--Change of ownership, time for statement
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Every person who is directly or indirectly the beneficial owner of more than ten percent of any class of any equity security of a domestic stock insurance company, or who is a director or an officer of such company, shall file in the office of the director of the Division of Insu…
SDCL § 58-5-7 Articles of incorporation--Execution and acknowledgment--Contents
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The incorporators shall execute and acknowledge articles of incorporation in triplicate. The articles of incorporation must state: (1) The name of the corporation; if a mutual, the word "mutual" must be a part of the name. An alternative name or names may be specified for use in …
SDCL § 58-5-70 Short sales by insider as misdemeanor--Delivery of securities sold, when required
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It shall be a Class 2 misdemeanor for any such beneficial owner, director, or officer, directly or indirectly, to sell any equity security of such company if the person selling the security or his principal: (1) Does not own the security sold; or (2) If owning the security, does …
SDCL § 58-5-71 Profits from insider security transactions accruing to company
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For the purpose of preventing the unfair use of information which may have been obtained by such beneficial owner, director, or officer by reason of his relationship to such company, any profit realized by him from any purchase and sale, or any sale and purchase, of any equity se…
SDCL § 58-5-72 Suit to recover insider profits accruing to company
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Suit to recover such profit may be instituted at law or in equity in any court of competent jurisdiction by the company, or by the owner of any security of the company in the name and in behalf of the company if the company shall fail or refuse to bring such suit within sixty day…
SDCL § 58-5-73 Exemption from insider trading restrictions
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Sections 58-5-68 to 58-5-78 , inclusive, shall not be construed to cover any transaction where such beneficial owner was not such both at the time of the purchase and sale, or the sale and purchase, of the security involved, or any transaction which the director of the Division o…
SDCL § 58-5-74 Registered and closely held securities exempt from insider trading restrictions
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The provisions of §§ 58-5-69 to 58-5-73 , inclusive, shall not apply to equity securities of a domestic stock insurance company if: (1) Such securities shall be registered, or shall be required to be registered, pursuant to section 12 of the Securities Exchange Act of 1934, as am…
SDCL § 58-5-75 Brokers and market specialists exempt from insider trading restrictions
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The provisions of §§ 58-5-71 to 58-5-73 , inclusive, shall not apply to any purchase and sale, or sale and purchase, and the provisions of § 58-5-70 shall not apply to any sale of an equity security of a domestic stock insurance company not then or theretofore held by him in an i…
SDCL § 58-5-76 Arbitrage transactions exempt from insider trading restrictions
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The provisions of §§ 58-5-69 to 58-5-73 , inclusive, shall not apply to foreign or domestic arbitrage transactions unless contrary to such rules and regulations as the insurance director may adopt in order to carry out the purpose of §§ 58-5-68 to 58-5-78 , inclusive. Source: SL …
SDCL § 58-5-77 Rules and regulations on insider trading
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The director of the Division of Insurance shall have the power to make such rules and regulations as may be necessary for the execution of the functions vested in him by §§ 58-5-68 to 58-5-76 , inclusive, and may for such purpose classify domestic stock insurance companies, secur…
SDCL § 58-5-78 Nonliability for insider trading acts in good faith in conformity with rule or regulation
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No provision of §§ 58-5-69 to 58-5-73 , inclusive, imposing any liability shall apply to any act done or omitted in good faith in conformity with any rule or regulation of the insurance director, notwithstanding that such rule or regulation may, after such act or omission, be ame…
SDCL § 58-5-79 Management of domestic insurers during national emergency--Continuity, means for facilitating
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The specific purpose of §§ 58-5-80 to 58-5-84 , inclusive, is to facilitate the continued operation of all domestic insurers in the event a national emergency makes it impossible or impracticable for an insurer to conduct its business in strict accord with applicable provisions o…
SDCL § 58-5-8 Articles of incorporation delivered to director with filing fees--Examination and approval by attorney general, return to director
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The incorporators of a proposed domestic insurer shall deliver the original and two executed copies of the articles of incorporation to the director of the Division of Insurance together with the filing fees therefor specified in §
SDCL § 58-5-80 Bylaws to cover management during national emergency
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The board of directors of any domestic insurer may at any time adopt emergency bylaws, subject to repeal or change by action of those having power to adopt regular bylaws for the insurer, which shall be operative during such a national emergency and which may, notwithstanding any…
SDCL § 58-5-81 Quorum of directors during national emergency--Filling vacancies in board
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In the event that the board of directors of a domestic insurer has not adopted emergency bylaws, the following provisions shall become effective upon the occurrence of such a national emergency: (1) Three directors shall constitute a quorum for the transaction of business at all …