Title 47 — CORPORATIONS

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…

Each corporation shall have power to elect or appoint officers and agents of the corporation, who may be directors or members, and define their duties and fix their compensation. Source: SL 1965, ch 24 , § 5 (11).

Each corporation shall have power to make and alter bylaws, not inconsistent with its articles of incorporation or with the laws of this state, for the administration and regulation of the affairs of the corporation. Source: SDC 1939, §§ 11.1407, 11.1501, 11.1502; SL 1965, ch 24 …

Each corporation shall have power to make donations for the public welfare or for charitable, scientific, or educational purposes; and in time of war to make donations in aid of war activities. Source: SL 1965, ch 24 , § 5 (13). 47-22-65. Repealed by SL 1986, ch 388 , § 1

Each nonprofit corporation may: (1) Indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative, other than an action by or in the rig…

To the extent that a director, officer, employee, or agent of a nonprofit corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subdivisions 47-22-65.1 (1) and (2), or in defense of any claim, issue or matter therei…

Any indemnification under subdivisions 47-22-65.1 (1) and (2), unless ordered by a court, shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee, or agent is proper in the circumstances…

Any expense incurred by an officer or director in defending a civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit, or proceeding as authorized by the board of directors in the specific case upon rece…

No indemnification provided by §§ 47-22-65.1 to 47-22-65.8 , inclusive, is exclusive of any other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of disinterested directors, or otherwise, both as to action in his official capacity an…

Any nonprofit corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation…

For purposes of §§ 47-22-65.1 to 47-22-65.8 , inclusive, references to "the corporation" includes, in addition to the resulting corporation, any constituent corporation, including any constituent of a constituent, which, if its separate existence had continued, would have had pow…

For purposes of §§ 47-22-65.1 to 47-22-65.8 , inclusive, references to "other enterprises" include employee benefit plans; references to "fines" include any excise taxes assessed on a person with respect to an employee benefit plan; and references to "serving at the request of th…

Each corporation shall have power to pay pensions and establish pension plans or pension trusts for any or all of its directors, officers, and employees. Source: SL 1965, ch 24 , § 5 (15).

Each corporation shall have power to cease its corporate activities and surrender its corporate franchise. Source: SL 1965, ch 24 , § 5 (16).

Each corporation shall have power to have and exercise all powers necessary or convenient to effect any or all of the purposes for which the corporation is organized. Source: SL 1965, ch 24 , § 5 (17).

Terms as used in §§ 47-22-68.1 to 47-22-68.9 , inclusive, shall have the following meaning: (1) "Excess business holdings," as defined in section 4943(c) of the Internal Revenue Code; (2) "Internal Revenue Code," the United States Internal Revenue Code of 1954, as amended; (3) "P…

Any instrument creating a corporation which is a private foundation and any instrument governing the use, retention, or disposition by such corporation of any of its income or property shall be deemed to have incorporated within such instrument with the same effect as though such…

The corporation described in § 47-22-68.2 shall not engage in any act of self - dealing which would give rise to any liability for the tax imposed by section 4941(a) of the Internal Revenue Code. Source: SL 1972, ch 244 , § 2 (2).

The corporation described in § 47-22-68.2 shall distribute for each of its taxable years amounts at least sufficient to avoid liability for the tax imposed by section 4942(a) of the Internal Revenue Code. Source: SL 1972, ch 244 , § 2 (1).

The corporation described in § 47-22-68.2 shall not retain any excess business holdings which would give rise to any liability for the tax imposed by section 4943(a) of the Internal Revenue Code. Source: SL 1972, ch 244 , § 2 (3).

The corporation described in § 47-22-68.2 shall not make any investments which would jeopardize the carrying out of any of the exempt purposes of the corporation, within the meaning of section 4944 of the Internal Revenue Code so as to give rise to any liability for the tax impos…

The corporation described in § 47-22-68.2 shall not make any taxable expenditure which would give rise to any liability for the tax imposed by section 4945(a) of the Internal Revenue Code. Source: SL 1972, ch 244 , § 2 (5).

Sections 47-22-68.2 to 47-22-68.7 , inclusive, shall not apply to any corporation to the extent that a court of competent jurisdiction shall determine that such application would be contrary to the terms of any instrument described in § 47-22-68.2 and that such instrument may not…

Nothing in §§ 47-22-68.1 to 47-22-68.8 , inclusive, shall impair the rights and powers of the attorney general or the courts of this state with respect to any corporation. Source: SL 1972, ch 244 , § 4.

No act of a corporation and no conveyance or transfer of real or personal property to or by a corporation shall be invalid by reason of the fact that the corporation was without capacity or power to do such act or to make or receive such conveyance or transfer. Source: SL 1965, c…

The corporate name shall not contain any word or phrase which indicates or implies that it is organized for any purpose other than one or more of the purposes contained in its articles of incorporation. Source: SL 1965, ch 24 , § 7 (1). 47-22-8. Repealed by SL 1989, ch 393 , § 3

Notwithstanding § 47-22-69 , the fact that a corporation is without capacity or power to do an act or to make or receive a conveyance or transfer of real or personal property may be asserted in a proceeding by a member or a director against the corporation to enjoin the doing or …

Notwithstanding § 47-22-69 , the fact that a corporation was without capacity or power to do an act or to make or receive a conveyance or transfer of real or personal property may be asserted in a proceeding by the corporation, whether acting directly or through a receiver, trust…

Notwithstanding § 47-22-69 , the fact that a corporation is without capacity or power to do an act or to make or receive a conveyance or transfer of real or personal property may be asserted in a proceeding by the attorney general, as provided in chapter 47-26 , to dissolve the c…

All persons who assume to act as a corporation without authority so to do shall be jointly and severally liable for all debts and liabilities incurred or arising as a result thereof. Source: SL 1965, ch 24 , § 98.

The Legislature shall at all times have power to prescribe such regulations, provisions, and limitations as it may deem advisable, which regulations, provisions, and limitations shall be binding upon any and all corporations subject to the provisions of chapters 47-22 to 47-28 , …

Before a nonprofit corporation in the regular course of business or in the provision of services requests that a volunteer provide the volunteer's social security number, the corporation shall adopt a privacy protection policy that sets forth the manner in which the corporation i…

All articles of incorporation, including amendments, of any association, society, or corporation established for charitable purposes filed in the Office of the Secretary of State of this state prior to July 1, 1957 which did not set forth the amount of property of any kind such a…