Title 47 — CORPORATIONS

The principal officers of a cooperative are a president, one or more vice-presidents as prescribed in the bylaws, a secretary, and a treasurer. The principal officers shall be elected annually by the board of directors at a time and manner pursuant to the bylaws. Each principal o…

Any officer of a cooperative other than those mentioned in § 47-17-14 may be chosen by the board of directors or as provided in the bylaws. Source: SDC 1939, § 11.1127 (2) as enacted by SL 1965, ch 23 , § 1.

All officers of a cooperative shall have such authority and perform such duties as the bylaws provide, or as the board of directors may determine not inconsistent with the bylaws. Source: SDC 1939, § 11.1127 (3) as enacted by SL 1965, ch 23 , § 1.

Any officer of a cooperative may be removed by the board of directors whenever in its judgment the best interests of the cooperative will be served thereby. Election or appointment shall not of itself create contract rights. Source: SDC 1939, § 11.1127 (3) as enacted by SL 1965, …

Unless the bylaws of a cooperative provide otherwise, for prior or future services of any officer or employee, the board of directors may provide reasonable compensation, pension, bonuses, or other benefits to such officer or employee, and pension or other benefits to a member of…

47-17-20 Filing false document as felony. 47-17-21 Indemnification of directors, officers, agents, and employees against liability under certain circumstances. 47-17-22 Circumstances under which directors, officers, agents, and employees may not be indemnified. 47-17-23 Indemnifi…

Unless the bylaws of a cooperative provide otherwise, only the members may establish compensation or other benefits for a director, not available generally to officers and employees, for services as director. Source: SDC 1939, § 11.1128 (1) 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 , § 39.

Except as otherwise provided in § 47-17-22 , a cooperative may indemnify a director, officer, agent, or employee who is a party to a proceeding by reason of being a director, officer, agent, or employee, against liability incurred in the proceeding if the director, officer, agent…

Unless otherwise ordered by a court, a cooperative may not indemnify a director, officer, agent, or employee: (1) In connection with a proceeding by or in the right of the cooperative, except for reasonable expenses incurred in connection with the proceeding if it is determined t…

A cooperative shall indemnify a director, officer, agent, or employee who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director, officer, agent, or employee was a party by reason of being a director, officer, agent, or employee …

The number of directors of a cooperative shall not be less than five, provided that in a cooperative with less than fifty members, the number of directors shall not be less than three. Subject to such limitation, the number shall be fixed in the articles, or if the articles so pr…

The directors of a cooperative constituting the temporary board, named in the articles, shall hold office until the first member meeting. At that meeting and thereafter, at or in conjunction with the annual member meeting, directors shall be elected by a majority of the members v…

No cooperative funds may be used, nor any stock issued, to promote, encourage, or publicly favor the candidacy, election, or reelection of any member to any elective office within the cooperative. No employee of a cooperative may promote, encourage or publicly favor the candidacy…

Unless the bylaws of a cooperative provide otherwise, a director may be removed upon a majority vote of all members. Source: SDC 1939, § 11.1123 (4) as enacted by SL 1965, ch 23 , § 1.

Unless the bylaws of a cooperative provide otherwise, any vacancy existing in the board of directors may be filled until the next annual meeting by appointment by a majority vote of the directors then in office. Source: SDC 1939, § 11.1123 (5) as enacted by SL 1965, ch 23 , § 1.

Directors of cooperatives who negligently or in bad faith vote for any distribution of assets contrary to chapters 47-15 to 47-20 , inclusive, or the articles are jointly and severally liable to the cooperative for the value of assets distributed in excess of the amount which cou…

A director of a 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 cooperative having cha…

The board of directors of a cooperative shall provide that board meetings are held upon such notice as is prescribed in the bylaws. Unless the articles of incorporation or bylaws provide otherwise, a member of the board of directors or any committee designated by the board of dir…

Unless a greater number is required in the bylaws of a cooperative, a majority of the directors in office shall constitute a quorum for transaction of business. Unless a greater number is required in the bylaws, an act of the majority of the directors present at a meeting at whic…

Unless otherwise specified in the plan, the merger, or consolidation is effective when the articles are so recorded. Source: SDC 1939, § 11.1140 (1) as enacted by SL 1965, ch 23 , § 1.

If otherwise lawful, any two or more cooperatives may merge or consolidate under this chapter or under the law of the state where the surviving or new cooperative will exist. Before a cooperative may merge or consolidate with any other cooperative, a written plan of merger or con…

Unless the bylaws of a cooperative provide otherwise, the board of directors may secure payment of a cooperative's debts by mortgaging the cooperative's rights, privileges, authority and franchises, revenues, and other property. Source: SDC 1939, § 11.1130 (2) as enacted by SL 19…

At any member meeting of a cooperative, whether or not a quorum is present, a cooperative may dissolve if: (1) Notice that a resolution for dissolution will be considered and acted upon has been given to all members and to all other persons entitled by the articles to vote thereo…

When the resolution for dissolution of a cooperative is adopted, either a committee designated by the resolution or the board of directors shall liquidate all assets and pay the net proceeds of such liquidation available for distribution to all persons entitled to the same by law…

A certificate of dissolution of a cooperative shall be signed by a majority of directors or of committee members and shall be sealed with the cooperative's seal, if any, stating: (1) The name of the cooperative; (2) The name and address of each director or committee member; (3) T…

The certificate of dissolution required by § 47-18-13 shall be filed and recorded as provided in § 47-15-9 and thereupon the existence of the cooperative ceases. Source: SDC 1939, § 11.1143 (4) as enacted by SL 1965, ch 23 , § 1.

A cooperative may be dissolved involuntarily by a decree of the circuit court where the principal office or registered agent is located in an action commenced by the attorney general when it is established that: (1) The cooperative's certificate of incorporation was procured thro…

If the cooperative cures a default under subdivision 47-18-15(3) prior to entry of the court's final decree in an action brought under § 47-18-15 and pays all penalties and court costs that have accrued, the cause of action with respect to the default so cured will abate. Source:…

A cooperative whose corporate charter existence has been revoked as provided by § 47-18-16.1 may petition for reinstatement as a corporation prior to July 1, 1980 on forms provided by the secretary of state. The petition shall be executed on behalf of the corporation by its presi…

The secretary of state may commence a proceeding under § 47-18-16.4 to administratively dissolve a cooperative if: (1) The cooperative does not pay within sixty days after they are due any fees or penalties imposed by chapters 47-15 to 47-20 , inclusive, or other law; (2) The coo…

If the secretary of state determines that one or more grounds exist under § 47-18-16.3 for dissolving a cooperative, he shall serve the cooperative with written notice of his determination under § 47-15-22. If the cooperative does not correct each ground for dissolution or demons…

Any cooperative administratively dissolved under § 47-18-16.4 may apply to the secretary of state for reinstatement within two years after the effective date of dissolution. The application shall: (1) Recite the name of the cooperative and the effective date of its administrative…

If the secretary of state denies a cooperative's application for reinstatement following administrative dissolution, he shall serve the corporation under § 47-15-22 with a written notice that explains the reason or reasons for denial. The cooperative may appeal the denial of rein…

The circuit court for the county where the principal office or registered agent of the cooperative is located may liquidate the assets and business of such cooperative when an action for that purpose is filed by or on behalf of: (1) A majority of the designated committee or direc…

Upon the filing of any action under § 47-18-17 , the court acquires exclusive jurisdiction of all matter pertaining to the liquidation of such cooperative and the distribution of its assets to persons entitled thereto and may determine and order paid the expense of such liquidati…

The court having jurisdiction of an action under § 47-18-17 shall fix the time within which creditors may file claims and shall prescribe the notice to be given to interested persons. Creditors who do not file their claims within the time limit may not participate in any distribu…

Articles of merger or consolidation of cooperatives shall set forth the approved plan and such other information as is required by §

When the court approves the final distribution of a cooperative's assets, it shall enter a decree in the nature of a certificate of dissolution which shall be filed and recorded in the secretary of state's office. Source: SDC 1939, § 11.1145 (4) as enacted by SL 1965, ch 23 , § 1…

The filing of an action under § 47-18-17 operates as a stay of all other proceedings against the cooperative until such time as the court issues its final judgment or directs otherwise. Source: SDC 1939, § 11.1145 (5) as enacted by SL 1965, ch 23 , § 1.

The court having jurisdiction of an action brought under § 47-18-17 upon proper cause shown may at any time order the proceedings dismissed upon such terms and conditions as the court may impose. Source: SDC 1939, § 11.1145 (6) as enacted by SL 1965, ch 23 , § 1.

Upon the filing and recording of the certificate or decree of dissolution of a cooperative, title to any property omitted from the final distribution vests in the surviving directors or committee members who signed the certificate, as trustees. They have all the powers of the coo…

When no trustee mentioned in § 47-18-23 can be found, the circuit court for the county where the property is located has power to appoint trustees upon application of any person having an interest in such property or its disposition. Source: SDC 1939, § 11.1146 (2) as enacted by …

Any trustee mentioned in § 47-18-23 may at any time make application to the proper circuit court for supervision of liquidation pursuant to §§ 47-18-17 to 47-18-22 , inclusive. Source: SDC 1939, § 11.1146 (3) as enacted by SL 1965, ch 23 , § 1.

Upon liquidation of a cooperative, the assets distributable to persons who are unknown or cannot be found may be reduced to cash and deposited with the state treasury. If claimed within ten years thereafter such funds shall be paid without interest to persons entitled thereto upo…

Except as provided in §§ 47-18-17 to 47-18-22 , inclusive, the dissolution of a cooperative does not impair any remedy available to or against such cooperative, its directors, stockholders, or members for any claim existing or any liability incurred prior to such dissolution if a…

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 , § 41.

After the effective date of a merger or consolidation, the cooperatives which are parties to the plan become a single cooperative. In the case of a merger, the surviving cooperative is that cooperative so designated in the plan. In the case of a consolidation, the new cooperative…

After a merger or consolidation, the surviving or new cooperative possesses all the rights and all the property of each of the individual cooperatives, and is responsible for all their obligations. Title to any property is vested in the surviving or new cooperative with no revers…

The articles of the cooperative surviving a merger are deemed amended to the extent provided in the plan of merger. Source: SDC 1939, § 11.1140 (4) as enacted by SL 1965, ch 23 , § 1.