Title 47 — CORPORATIONS

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 §

All after - acquired property of a cooperative described or referred to as being mortgaged or pledged in any mortgage, deed of trust, or other instrument described in § 47-21-46 , shall become subject to the lien thereof immediately upon the acquisition of such property by such c…

The lien upon personal property of any mortgage, deed of trust, or other instrument described in § 47-21-46 shall, after recordation thereof, continue in existence and of record for the period of time specified therein without the refiling thereof or the filing of any renewal cer…

Each incorporator of a cooperative shall be a member thereof, but no other person may become a member thereof unless such other person agrees to use electric energy furnished by the cooperative when it is made available through its facilities. Source: SL 1947, ch 33 , § 9; SDC Su…

The name of a cooperative shall be distinct from the name of any other cooperative or corporation organized under the laws of, or authorized to do business in this state. Source: SL 1947, ch 33 , § 5; SDC Supp 1960, § 11.2205.

Any member of a cooperative, other than a member which is itself a cooperative, who agrees to use electric energy shall cease to be a member if he does not use electric energy supplied by the cooperative within six months after it is made available to him or if electric energy is…

A husband and wife may hold a joint membership in a cooperative. Membership in a cooperative shall not be transferable, except as provided in the bylaws. The bylaws may prescribe additional qualifications and limitations in respect of membership. Source: SL 1947, ch 33 , § 9; SDC…

No member shall be liable or responsible for any debts of the cooperative and the property of the members shall not be subject to execution therefor. Source: SL 1947, ch 33 , § 25; SDC Supp 1960, § 11.2225.

An annual meeting of the members of a cooperative shall be held at such time and place as shall be provided by the bylaws. Source: SL 1947, ch 33 , § 10; SDC Supp 1960, § 11.2210 (1).

Special meetings of the members of a cooperative may be called by the president, by the board of directors, by any three directors, or by not less than ten percentum of the members. Source: SL 1947, ch 33 , § 10; SDC Supp 1960, § 11.2210 (2).

Except as otherwise provided in this chapter, written or printed notice stating the time and place of each meeting of the members of a cooperative, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given to each member, eithe…

Unless the bylaws prescribe the presence of a greater percentage or number of the members for a quorum, a quorum for the transaction of business at all meetings of the members of a cooperative having not more than one thousand members, shall be five percent of all members, presen…

Each member of a cooperative is entitled to one vote on each matter submitted to a vote at a meeting of the members. The spouse of a member may vote on behalf of the member unless the member has indicated otherwise. Members may vote by mail for any issue authorized by the bylaws …

Any person entitled to notice of a meeting may waive such notice in writing either before or after such meeting. If any such person shall attend such meeting, such attendance shall constitute a waiver of notice of such meeting, unless such person participates therein solely to ob…

A cooperative shall have power to sue and be sued in its corporate name. Source: SL 1947, ch 33 , § 4; SDC Supp 1960, § 11.2204 (1).

Five or more natural persons, or two or more cooperatives, may organize a cooperative in the manner hereinafter provided. Source: SL 1947, ch 33 , § 6; SDC Supp 1960, § 11.2206.

A cooperative shall have power to have perpetual existence. Source: SL 1947, ch 33 , § 4; SDC Supp 1960, § 11.2204 (2).

A cooperative shall have power to adopt a corporate seal and alter the same. Source: SL 1947, ch 33 , § 4; SDC Supp 1960, § 11.2204 (3).

A cooperative may generate, manufacture, purchase, acquire, accumulate, and transmit electric energy, and may distribute, sell, supply, and dispose of electric energy to its members, to governmental agencies and political subdivisions, and to other persons. Source: SL 1947, ch 33…

A cooperative may construct, purchase, lease as lessee, or otherwise acquire, and equip, maintain, and operate, and sell, assign, convey, lease as lessor, mortgage, pledge, or otherwise dispose of or encumber, transmission and distribution lines or systems, electric generating pl…

A cooperative shall have power to purchase, lease as lessee, or otherwise acquire, and to use, and exercise and to sell, assign, convey, mortgage, pledge, or otherwise dispose of or encumber, franchises, rights, privileges, licenses, and easements. Source: SL 1947, ch 33 , § 4; S…

A cooperative shall have power to borrow money and otherwise contract indebtedness, and to issue notes, bonds, and other evidences of indebtedness, and to secure the payment thereof by mortgage, pledge, or deed of trust of, or any other encumbrance upon, any or all of its then ow…

A cooperative may construct, maintain, and operate transmission and distribution lines along, upon, under, and across publicly owned lands and public thoroughfares, including all roads, highways, streets, alleys, bridges, and causeways. Source: SL 1947, ch 33 , § 4; SDC Supp 1960…

A cooperative shall have power to exercise the power of eminent domain in the manner provided by the laws of this state for the exercise of such power by other corporations constructing or operating electric transmission and distribution lines or systems. Source: SL 1947, ch 33 ,…

A cooperative may become a member of other cooperatives, corporations, or organizations engaged in the purposes as set forth in § 47-21-2 , and may own stock therein. Source: SL 1947, ch 33 , § 4; SDC Supp 1960, § 11.2204 (10); SL 1989, ch 392 , § 2; SL 1994, ch 349 , § 4.

A cooperative shall have power to conduct its business and exercise its powers within or without this state. Source: SL 1947, ch 33 , § 4; SDC Supp 1960, § 11.2204 (11).

Articles of incorporation of a cooperative shall recite that they are executed pursuant to this chapter and shall state: (1) The name of the cooperative; (2) The address of its principal office; (3) The names and addresses of the incorporators; and (4) The names and addresses of …