Title 47, CORPORATIONS

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To the extent not superceded by the specific provisions of §§ 47-21-46.1 to 47-21-46.4 , inclusive, the uniform commercial code and other applicable laws remain in full force and effect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 § 49-34-11 . Source: SL 2009, ch 233 , § 6.

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 …

A cooperative shall have power to adopt, amend, and repeal bylaws. Source: SL 1947, ch 33 , § 4; SDC Supp 1960, § 11.2204 (12).

A cooperative shall have power to do and perform any other acts and things, and to have and exercise any other powers which may be necessary, to accomplish the purpose for which the cooperative is organized. Source: SL 1947, ch 33 , § 4; SDC Supp 1960, § 11.2204 (13).

A cooperative shall be operated on a nonprofit basis for the mutual benefit of its members and patrons. The bylaws of a cooperative or its contracts with consumers shall contain provisions relative to the disposition of revenues and receipts necessary and appropriate to establish…

A director of a rural electric cooperative shall not be liable for any unauthorized dividend or distribution of assets if he relied and acted in good faith upon financial statements of the cooperative represented to him to be correct by the president or the officer of the coopera…

Subject to the provisions of §§ 31-26-1 to 31-26-8 , inclusive, any municipal corporation or county may grant to any cooperative, upon such terms as the proper authorities thereof shall determine, the use of any street or highway within its limits for the purposes set forth in § …

Any foreign nonprofit or cooperative corporation supplying or authorized to supply electric energy and owning or operating electric transmission or distribution lines in an adjacent state may construct or acquire extensions of such lines in this state and operate such extensions.…

Construction of electric lines by a cooperative shall comply with the standards of the National Electrical Safety Code in effect at the time of the construction. Proof of compliance with the requirements of the applicable National Electrical Safety Code establishes due care in th…

A cooperative may, upon authorization of its board of directors or its members, change the location of its principal office by filing a certificate reciting such change of principal office, executed and acknowledged by its president or vice - president under its seal attested by …

The provisions of chapter 47-31B do not apply to any note, bond or other evidence of indebtedness issued by any cooperative pursuant to this chapter to the United States of America or any agency or other instrumentality thereof, to any member of such cooperative, or to any mortga…