Title 47, CORPORATIONS

Directors after the first board shall be elected or appointed in the manner and for the terms provided in the articles of incorporation or the bylaws. In the absence of a provision fixing the term of office, the term of office of a director shall be one year. Source: SL 1965, ch …

Directors may be divided into classes and the terms of office of the several classes need not be uniform. Each director shall hold office for the term for which he is elected or appointed and until his successor shall have been elected or appointed and qualified. Source: SL 1965,…

A director may be removed from office pursuant to any procedure therefor provided in the articles of incorporation. Source: SL 1965, ch 24 , § 20.

Any vacancy occurring in the board of directors and any directorship to be filled by reason of an increase in the number of directors may be filled by the affirmative vote of a majority of the remaining directors, though less than a quorum of the board of directors, unless the ar…

The directors, officers, employees, and members of the corporation shall not, as such, be liable on its obligations. Source: SDC 1939, § 11.1406; SL 1965, ch 24 , § 12.

No director, trustee, committee member, or officer serving without compensation, other than reimbursement for actual expenses, of any corporation organized under this chapter or under similar laws of another state, or any hospital organized pursuant to chapter 34-8 , 34-9 , or 34…

A majority of the number of directors fixed by the bylaws, or in the absence of a bylaw fixing the number of directors, then of the number stated in the articles of incorporation, shall constitute a quorum for the transaction of business, unless otherwise provided in the articles…

Meetings of the board of directors, regular or special, may be held either within or without this state, and upon such notice as the bylaws may prescribe. Attendance of a director at any meeting shall constitute a waiver of notice of such meeting except where a director attends a…

If the articles of incorporation or the bylaws so provide, the board of directors may designate one or more committees each of which shall consist of one or more directors and such additional members as specified in the resolution which such additional members need not be a direc…

Whenever, with respect to any action to be taken by the members or directors of a corporation, the articles of incorporation or bylaws require the vote or concurrence of a greater proportion of the directors or members or any class of members than required by chapters 47-22 to 47…

The officers of a corporation shall consist of a president, one or more vice - presidents, a secretary, a treasurer, and such other officers and assistant officers as may be deemed necessary, each of whom shall be elected or appointed at such time and in such manner and for such …

Any officer or agent elected or appointed may be removed by the persons authorized to elect or appoint such officer whenever in their judgment the best interests of the corporation will be served thereby. The removal of an officer or agent shall be without prejudice to the contra…

Whenever any notice is required to be given to any member or director of a corporation under the provisions of chapters 47-22 to 47-28 , inclusive, or under the provisions of the articles of incorporation or bylaws of the corporation, a waiver thereof in writing signed by the per…

A nonprofit corporation may 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 right of the …

Terms used in §§ 47-23-28 to 47-23-32 , inclusive, mean: (1) "Free clinic," a clinic in which health care services are offered voluntarily through a nonprofit corporation by health care professionals licensed or certified under the laws of this state to patients without charge or…

Any volunteer, including any volunteer who is a licensed health care professional under Title 36, providing services on behalf of a nonprofit organization, a nonprofit corporation, a free clinic, any hospital organized pursuant to chapter 34-8 , 34-9 , or 34-10 , or a governmenta…

Meetings of members of a corporation may be held via electronic communication or at such place, either within or without this state, as may be provided in the articles or bylaws. In the absence of any such provision, all meetings shall be held at the registered office of the corp…

No immunity provided in §§ 47-23-28 to 47-23-32 , inclusive, extends to any person causing personal injury or wrongful death resulting from the negligent operation of a motor vehicle. Source: SL 1987, ch 344 , § 3.

Sections 47-23-28 to 47-23-32 , inclusive, shall not be construed to constitute a modification or repeal of §§ 20-9-3 , 20-9-4 , 20-9-4.1 , 34-48A-23 , and 34-48A-24 . Source: SL 1987, ch 344 , § 4.

To the extent that any volunteer, nonprofit corporation, nonprofit organization, governmental entity, or hospital organized pursuant to chapter 34-8 , 34-9 , or 34-10 participates in a risk sharing pool or purchases liability insurance and to the extent that coverage is afforded …

An annual meeting of the members of a corporation shall be held at such time as may be provided in the bylaws. Failure to hold the annual meeting at the designated time shall not work a forfeiture or dissolution of the corporation. The articles of incorporation or bylaws may prov…

Special meetings of the members of a corporation may be called by the president or by the board of directors. Special meetings of the members may also be called by such other officers or persons or number or proportion of members as may be provided in the articles of incorporatio…

Any action required by chapters 47-22 to 47-28 , inclusive, to be taken at a meeting of the members or directors of a corporation, or any action which may be taken at a meeting of the members or directors or of a committee of directors, may be taken without a meeting if a consent…

Unless otherwise provided in the articles of incorporation or the bylaws, written notice stating the place, day, and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more t…

The right of the members, or any class or classes of members, to vote may be limited, enlarged, or denied to the extent specified in the articles of incorporation or the bylaws. Unless so limited, enlarged, or denied, each member, regardless of class, shall be entitled to one vot…

A member entitled to vote may vote in person or, unless the articles of incorporation or the bylaws otherwise provide, may vote by proxy executed in writing by the member or by his duly authorized attorney in fact. No proxy shall be valid after eleven months from the date of its …

Each corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its members, board of directors, and committees having any of the authority of the board of directors; and shall keep at its registered office or principal o…

The secretary of state may commence a proceeding under § 47-24-13.2 to administratively dissolve a corporation if: (1) The corporation does not pay within sixty days after they are due any fees or penalties imposed by chapters 47-22 to 47-28 , inclusive, or other law; (2) The cor…

If the secretary of state determines that one or more grounds exist under § 47-24-13.1 for dissolving a corporation, he shall serve the corporation with written notice of his determination under § 47-22-48. If the corporation does not correct each ground for dissolution or demons…

Any corporation whose corporate existence has been revoked or dissolved may petition for reinstatement as a corporation organized under the laws of South Dakota. Such petition for reinstatement shall be made upon forms prescribed and furnished by the secretary of state and the in…

If the secretary of state denies a corporation's petition for reinstatement following administrative dissolution, he shall serve the corporation under § 47-22-48 with a written notice that explains the reason or reasons for denial. The corporation may appeal the denial of reinsta…

If the corporate name of any reinstated corporation is deceptively similar to the corporate name either reserved or registered pursuant to §§ 47-22-9 to 47-22-11 , inclusive, or to a corporate name of any corporation to which a certificate of incorporation or certificate of autho…

If a petition for reinstatement is filed and complies with the law, upon payment of the fee as provided under § 47-28-6 , together with submission of the reports required under § 47-24-9 , the secretary of state shall endorse the word "filed" on the original and the copy and the …

At least ten days prior to the sale, transfer, conversion, or merger of at least thirty percent of the assets of a nonprofit corporation, the corporation shall give written notice to the attorney general. The following information shall, within sixty days of such sale, transfer, …

Terms as used in §§ 47-24-19 and 47-24-20 mean: (1) "Nonprofit corporation," as defined in § 47-22-1 ; (2) "Charitable trust," as defined in section 4947(a)(1) of the United States Internal Revenue Code as amended and in effect on January 1, 2021. Source: SL 2021, ch 196 , § 1.

An executive branch agency, bureau, department, division, board, commission, officer, or official may not require any annual filing or reporting of a nonprofit corporation or charitable trust that is more stringent, restrictive, or expansive than that required by state or federal…

All books and records of a corporation may be inspected by any member, or his agent or attorney, for any proper purpose at any reasonable time. Source: SDC 1939, § 11.0801; SL 1965, ch 24 , § 27.

The provisions in § 47-24-19 do not apply to: (1) Any information required to determine eligibility for or compliance with a state grant or contract; or (2) Any information required for, or obtained in the course of, a state fraud investigation or an enforcement action by the sta…

Terms used in §§ 47-24-21 to 47-24-26, inclusive, mean: (1) "Personal affiliation information," any list, record, register, registry, roll, roster, or other compilation of data of any kind that directly or indirectly identifies a natural person as a member, supporter, volunteer, …

Any natural person who supports a nonprofit corporation has a right to personal privacy and confidentiality regarding the release of personal affiliation information by a public agency. A public agency may not: (1) Require any natural person or nonprofit corporation to provide th…

A natural person alleging a violation of § 47-24-22 may bring a civil action for appropriate injunctive relief, actual damages, or both. In an action brought under this section, a court may award all or a portion of the costs of litigation, including reasonable attorney fees and …

The provisions of §§ 47-24-21 to 47-24-23 , inclusive, do not apply to: (1) Any report or disclosure required by state law to be filed with the secretary of state; (2) Any official record or minutes required by law to be maintained by a public agency if the personal affiliation i…

Personal affiliation information derived from a donation to a nonprofit corporation that is affiliated with a public agency may be disclosed if the donor has not previously requested anonymity from the nonprofit corporation. Source: SL 2021, ch 197 , § 5.

The provisions of § 47-24-22 do not apply to any information required for, or obtained in the course of, a state fraud investigation or an enforcement action by the state. Any information obtained shall be confidential, and its disclosure is restricted as provided by law. Source:…

A corporation shall not have or issue shares of stock. No dividend shall be paid and no part of the income or profit of a corporation shall be distributed to its members, directors, or officers. Source: SL 1965, ch 24 , § 28.

A director of a nonprofit corporation 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 corporation represented to him to be correct by the president or the officer of the corporation …