Title 47, CORPORATIONS

Unless otherwise provided by its articles, a cooperative may invest its funds, lend money for its purposes, and hold any property as security for repayment. Source: SDC 1939, § 11.1103 (6) as enacted by SL 1965, ch 23 , § 1.

Unless otherwise provided by its articles, a cooperative may conduct its business and affairs and have offices and exercise its powers in the United States or in any foreign country. Source: SDC 1939, § 11.1103 (7) as enacted by SL 1965, ch 23 , § 1.

Unless otherwise provided by its articles, a cooperative may elect officers and appoint agents, define their duties, and fix their compensation. Source: SDC 1939, § 11.1103 (8) as enacted by SL 1965, ch 23 , § 1.

Unless otherwise provided by its articles, a cooperative may make and alter bylaws, consistent with its articles and the laws of this state, for the administration and regulation of its affairs. Source: SDC 1939, § 11.1103 (9) as enacted by SL 1965, ch 23 , § 1.

Unless otherwise provided by its articles, a cooperative may make donations for charitable, scientific, educational, or religious purposes. Source: SDC 1939, § 11.1103 (10) as enacted by SL 1965, ch 23 , § 1.

Unless otherwise provided by its articles, a cooperative may indemnify any present or former director, officer, or agent against actual expenses necessarily incurred in defense of any proceeding in which he is a party because he is or was such director, officer, or agent. This se…

Unless otherwise provided by its articles, a cooperative may cease its activities and surrender its franchise. Source: SDC 1939, § 11.1103 (12) as enacted by SL 1965, ch 23 , § 1.

Unless otherwise provided by its articles, a cooperative may exercise all powers necessary or convenient to effect its purposes. Source: SDC 1939, § 11.1103 (13) as enacted by SL 1965, ch 23 , § 1.

The articles of incorporation shall set forth that they are executed pursuant to the provisions of this chapter and shall state: (1) The name of the cooperative; (2) The period of existence, unless perpetual; (3) The purposes for which organized. It is sufficient to state that th…

No cooperative funds may be used, nor any stock issued, in payment of any promotion expenses in excess of ten percent of the paid - up capital stock or membership fees. No commission or expenses shall be paid on the sale of stock in excess of ten percent of the par value thereof.…

The term "cooperative" or any variation thereof, may be used either by any cooperative organized under this chapter or under other laws of this state relating to cooperative corporations, or by any foreign cooperative licensed to do business in this state or by any association of…

No person other than a cooperative described in § 47-15-41 may use the term "cooperative," or any variation thereof, as part of his corporate or other business name or title. No person may in any other manner represent himself to be a cooperative. A violation of this section is a…

Any cooperative may obtain an injunction against acts prohibited by § 47-15-42 without showing any damage to itself. Source: SDC 1939, § 11.1155 (3) as enacted by SL 1965, ch 23 , § 1.

All foreign and domestic cooperatives are governed by the provisions of chapters 47-15 to 47-20 , inclusive, except that application of said chapters to cooperative corporations existing before March 18, 1965, does not affect property rights of stockholders or members in such coo…

Corporations organized before July 1, 1965, under the provisions of chapters 4.16 and 11.10 of the South Dakota Code of 1939 shall continue in existence, but no new corporations may be formed thereunder. Source: SL 1965, ch 23 , § 2; SL 1966, ch 16 , § 5.

Cooperatives organized prior to July 1, 1965 under the provisions of chapter 4.16 or 11.10 or 11.11 of the South Dakota Code of 1939 or amendments thereof are granted perpetual existence irrespective of the period of existence set forth in the articles of incorporation. Any such …

If notice is required by chapters 47-15 to 47-20 , inclusive, to be given to any person, the notice shall be given either personally, by mail, or electronic transmission. If mailed, the notice is given when deposited in the United States mail, with postage prepaid, addressed to t…

The provisions of chapters 47-15 to 47-20 , inclusive, shall not apply to cooperatives governed by chapter 40-23 or chapter 47-21 . Source: SDC 1939, § 11.1156 as enacted by SL 1965, ch 23 , § 1.

If any provision of chapters 47-15 to 47-20 , inclusive, or the application thereof to any person or circumstance is held invalid, the remainder of said chapters and the application of such provision to other persons or circumstances shall not be held invalid. Source: SL 1965, ch…

It is not necessary to set forth in the articles of incorporation any of the powers granted by chapters 47-15 to 47-20 , inclusive. The articles may include additional provisions, consistent with law, including provisions which are required or permitted to be set forth in the byl…

Chapters 47-15 to 47-20 , inclusive, as amended from time to time may be cited as the "South Dakota Cooperative Association Act." Source: SDC 1939, § 11.1157 as enacted by SL 1965, ch 23 , § 1.

A person who files, or causes to be filed, a document required to be filed by this chapter, which he knows to be materially false in any respect, is guilty of a Class 6 felony. Source: SL 1983, ch 15 , § 36.

The original articles of incorporation, duly signed, shall be delivered to the secretary of state for filing and recording. The legal corporate existence of a cooperative begins when the articles are so delivered. Source: SDC 1939, § 11.1107 as enacted by SL 1965, ch 23 , § 1; SL…

Upon receipt of the articles of incorporation and payment of the required fees the secretary of state shall issue a certificate of incorporation. The certificate of incorporation shall be conclusive evidence, except as against the state in a proceeding to cancel or revoke such ce…

At any member meeting, a cooperative may adopt any amendment to its articles which is lawful under §§ 47-15-4 and 47-15-5 , if a statement of the proposed amendment was contained in the notice of the meeting. An amendment is adopted if approved by a majority of any quorum of memb…

When any amendment to the articles is adopted, the president and secretary of the cooperative shall prepare and sign in duplicate, a certificate sealed with the seal of the cooperative, if it has a seal, stating: (1) The name of the cooperative; (2) The amendment and date of adop…

A cooperative may have one or more classes of members. Provisions for qualifications, requirements, method of acceptance, terms, conditions, termination, and other incidents of membership shall be set forth in the bylaws. Any person, including a partnership, a firm, an unincorpor…

At any member meeting of a cooperative composed of individual members and entity members, each individual member or entity member is entitled to only one vote. Source: SDC 1939, § 11.1114 (2) as enacted by SL 1965, ch 23 , § 1; SL 2018, ch 260 , § 4.

In the case of a cooperative composed only of member cooperative corporations, such member cooperatives shall have only one vote, except that the articles may permit either or both: (1) A member cooperative to cast additional votes not exceeding a number equal to its membership; …

A member owning membership stock of a cooperative gains no additional vote thereby. Source: SDC 1939, § 11.1114 (3) as enacted by SL 1965, ch 23 , § 1.

Voting by proxy shall not be allowed in any cooperative, except that the bylaws may provide for representation of members by delegates apportioned territorially. A delegate shall cast the votes to which members represented by him are entitled. Source: SDC 1939, § 11.1114 (4) as e…

A member of a cooperative may submit a signed vote by mail or electronic means if the member has been previously notified in writing of the exact vote, motion or resolution upon which the vote is taken. The bylaws may limit use of signed votes. Source: SDC 1939, § 11.1114 (5) as …

In the absence of written notice that a person has been designated to represent an entity member of a cooperative, the member may be represented by any of its principal officers. Unless the bylaws provide otherwise, an individual may represent more than one entity member, and may…

If the cooperative permits two or more persons, or a partnership, or an unincorporated association, or another cooperative, or a corporation, or a body politic to hold one membership, the bylaws may provide how such member vote is to be cast. Source: SDC 1939, § 11.1114 (1) as en…

A person who has not fully paid for his membership may not vote except as expressly permitted in the bylaws. Source: SDC 1939, § 11.1114 (1) as enacted by SL 1965, ch 23 , § 1.

Except as permitted in §§ 47-16-13 to 47-16-17 , inclusive, no person other than a member may vote at any member meeting of a cooperative. Source: SDC 1939, § 11.1114 as enacted by SL 1965, ch 23 , § 1.

The bylaws of a cooperative may set forth provisions, not inconsistent with this chapter, relating to the methods and procedures for voting. Source: SDC 1939, § 11.1114 (7) as enacted by SL 1965, ch 23 , § 1.

An annual member meeting of a cooperative shall be held at the time fixed in or pursuant to the bylaws. In the absence of a bylaw provision, such meeting shall be held within six months after the close of the fiscal year at the call of the president or board of directors. Source:…

Whenever the articles of a cooperative require the vote of a greater proportion of the members than required by this chapter, the articles control. Source: SDC 1939, § 11.1114 (8) as enacted by SL 1965, ch 23 , § 1.

A cooperative organized with capital stock may issue the amount of stock stated in its articles. Such stock may be divided into two or more classes with such designations, preferences, limitations, and relative rights as shall be stated in the articles, except that: (1) Stock as …

The articles of a cooperative may require that members own one or more shares of membership stock. Such stock shall be issued or transferred only to a person eligible to become a member, and only when such person satisfies other requisites for membership. Unless restricted by the…

Unless the articles provide otherwise, a cooperative may acquire, recall, exchange, redeem, and reissue its own stock. Provisions in the articles and on the stock certificate may reserve to the cooperative a prior right to acquire any stock offered for sale, or a right to recall …

The consideration paid for stock recalled by the cooperative shall be its par value and accrued unpaid dividends, provided that if the book value of such stock is less than the par value, the consideration shall be such book value. The cooperative may set off obligations of the s…

When stock is acquired, recalled, exchanged, or redeemed by the cooperative, such stock is restored to the status of authorized but unissued stock. Source: SDC 1939, § 11.1118 (4) as enacted by SL 1965, ch 23 , § 1.

Stockholders of a cooperative as such have no preemptive right to purchase additional stock. Source: SDC 1939, § 11.1118 (5) as enacted by SL 1965, ch 23 , § 1.

No stock certificate may be issued by a cooperative except upon payment of the par value of the stock it represents. No cooperative shall issue stock or bonds except for money, labor done, or money or property actually received; and all fictitious increase of stock or indebtednes…