Title 47 — CORPORATIONS

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…

If the proposed amendment, with any changes, is approved by the affirmative vote of not less than two - thirds of those members voting thereon at such meeting, articles of amendment shall be executed and acknowledged on behalf of the cooperative by its president or vice - preside…

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…

This chapter shall be construed liberally. The enumeration of any object, purpose, power, manner, method, or thing shall not be deemed to exclude like or similar objects, purposes, powers, manners, methods, or things. Source: SL 1947, ch 33 , § 34; SDC Supp 1960, § 11.2234.

No action or suit may be brought against a cooperative or foreign corporation doing business in this state pursuant to this chapter, or against any agent, servant, or employee thereof, by reason of the maintenance of electric transmission or distribution lines on any real propert…

A cooperative may amend its articles of incorporation by complying with the requirements of this section and § 47-21-9 , provided, however, that a change of location of principal office may be effected in the manner set forth in §

If any provision of this chapter or the application of such provision to any person or circumstance is held invalid, the remainder of the chapter and the application of such provision to other persons or circumstances shall not be affected thereby. Source: SL 1947, ch 33 , § 35; …

This chapter may be cited as the "Electric Cooperative Law." Source: SL 1947, ch 33 , § 1; SDC Supp 1960, § 11.2201.

Unless otherwise provided in its articles, a cooperative may use its property and funds to promote and encourage economic development and may lend money for any purpose the board of directors determines to be in the best interest of the cooperative. However, such loans may only b…

Any cooperative organized under this chapter is subject to §§ 47-16-54 to 47-16-57 , inclusive. The provisions of §§ 47-16-54 to 47-16-57 , inclusive, apply to all money or property described in § 47-16-54 the payment or delivery of which was authorized either before or after Jul…

The provisions of §§ 49-31-60 and 49-31-61 apply to all cooperatives organized under this chapter. Source: SL 1997, ch 258 , § 3.

The articles of amendment required by § 47-21-8 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; and (3) The amendment to its articles of incorporation. The president or vice - …

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…