Title 47 — CORPORATIONS

A cooperative that owns shares of a domestic or foreign subsidiary corporation that carries at least ninety percent of the voting power of each class and series of the outstanding shares of the subsidiary that has voting power may merge the subsidiary into itself or into another …

Any cooperative may divide itself into two or more cooperatives under this chapter. A written plan of division shall be prepared by the board of directors or by a committee selected by the board for that purpose. Such plan shall set forth all the terms of the division and the pro…

The members of a cooperative shall approve the plan of division in the manner provided in § 47-15-8 for amendments to articles. Source: SDC 1939, § 11.1141 (2) as enacted by SL 1965, ch 23 , § 1.

Articles of division of a cooperative shall set forth the approved plan and such other information as required by § 47-15-9 and shall be filed and recorded as an amendment to the articles. Each part of the plan which contains the articles of a new cooperative shall be separately …

Except as authorized by the members, the board of directors of a cooperative may not dispose of all or substantially all of the cooperative's fixed assets. At any meeting the members may authorize the disposition of all or substantially all of a cooperative's fixed assets if: (1)…

Source: SL 1976, ch 288 , § 3; SL 1977, ch 381 , § 7; SL 2012, ch 222 , § 3.

A foreign cooperative is authorized to do business in this state upon issuance of a certificate of authority to that effect by the secretary of state. Source: SDC 1939, § 11.1149 as enacted by SL 1965, ch 23 , § 1.

In order to procure the certificate required by § 47-19-1 , a foreign cooperative shall make application therefor to the secretary of state, which application shall set forth: (1) The name of the cooperative and the state or country under whose laws it is incorporated; (2) The da…

Upon issuance of the secretary of state's certificate of authority a foreign cooperative is entitled to all rights, exemptions and privileges of a cooperative organized for the same purposes under the laws of this state. Source: SDC 1939, § 11.1150 as enacted by SL 1965, ch 23 , …

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 , § 42.

A cooperative shall keep correct and complete books and records of account, and shall also keep minutes of the proceedings of meetings of its members, board, and executive committee. The cooperative shall keep at its principal office records of the names and addresses of all memb…

When any document is to be filed and recorded under chapters 47-15 to 47-20 , inclusive, an original and one exact or conforming copy of the document shall be delivered to the secretary of state. He shall stamp on both the original and the copy the date of filing and return the c…

Any document referred to in chapters 47-15 to 47-20 , inclusive, is recorded when left for record in the proper office with all required fees paid. Source: SDC 1939, § 11.1151 (2) as enacted by SL 1965, ch 23 , § 1. 47-20-12. Repealed by SL 1983, ch 15 , § 44

47-20-12.1 Filing false document as felony. 47-20-13 Fees collectible by secretary of state. 47-20-14 Fees collectible from foreign corporations. 47-20-15 Registered office required. 47-20-16 Registered agent required. 47-20-17 Change of registered office or registered agent--Pro…

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 , § 43.

The secretary of state shall charge and collect the fees provided by §§ 47-1A-122 and 47-1A-122.1 for filing the instruments and issuing the certificates relating to domestic corporations therein provided. The fees applicable to amended articles of incorporation shall apply to re…

The secretary of state shall charge and collect the fees provided by §§ 47-1A-122 and 47-1A-122.1 for filing instruments and issuing certificates relating to foreign corporations. Source: SDC 1939, § 11.1152 as enacted by SL 1965, ch 23 , § 1; SL 1966, ch 16 , § 4; SL 1967, ch 12…

Each corporation shall have and continuously maintain in this state a registered office which may be, but need not be, the same as its place of business. Source: SL 1977, ch 381 , § 2.

Each corporation shall have and continuously maintain in this state a registered agent, which agent may be either an individual resident in this state whose business office is identical with such registered office, or a domestic corporation, or a foreign corporation authorized to…

A corporation may change its registered office or change its registered agent, or both, upon filing in the Office of the Secretary of State a statement setting forth: (1) The name of the corporation; (2) The street address, or a statement that there is no street address, of its c…

At any reasonable time, any member or stockholder of a cooperative, or his agent or attorney, upon written notice stating the purposes thereof, delivered or sent to the cooperative at least one week in advance, may examine for a proper purpose any books or records pertinent to th…

In any proceedings, or upon petition for such purpose any court of record may, upon notice and after hearing at which proper cause is shown, and upon suitable terms, order any of the cooperative's books or records, and any other pertinent documents in its possession, or duly auth…

Within nine months after the close of its fiscal year, each cooperative organized under chapters 47-15 to 47-20 , inclusive, shall mail or electronically transmit to each of its stockholders or members, at the stockholder's or member's last known address, a financial report signe…

A cooperative must deliver the annual report required by § 47-20-4 to the secretary of state pursuant to §§ 59-11-24 to 59-11-28 , inclusive. A fee of fifty-five dollars must be paid to the secretary of state for filing the report. If the report does not conform to requirements, …

Terms used in this chapter mean: (1) "Cooperative," any corporation organized under this chapter or which becomes subject to this chapter in the manner hereinafter provided; (2) "Person," any natural person, firm, association, corporation, limited liability company, business trus…

The business of a cooperative shall be managed by a board of not less than five directors, each of whom shall be a member of the cooperative or of another cooperative or corporation, which is a member thereof. If the member is an entity other than a natural person, the cooperativ…

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: SL 1947, ch 33 , § 12; SDC Supp 1960, § 11.2212 (1); SL 1985, c…

The directors of a cooperative named in any articles of incorporation, consolidation, merger, or conversion, shall hold office for their terms and until their successors are elected and qualify. Source: SL 1947, ch 33 , § 12; SDC Supp 1960, § 11.2212 (2).

Directors shall be elected at the annual meeting of the cooperative unless the bylaws of the cooperative provide for the election of directors by district. In case of a failure to hold the annual meeting, as specified in the bylaws, directors shall be elected at a special meeting…

A majority of the board of directors of a cooperative shall constitute a quorum. Source: SL 1947, ch 33 , § 12; SDC Supp 1960, § 11.2212 (3).

If a husband and wife hold a joint membership in a cooperative, either one, but not both, may be elected a director. Source: SL 1947, ch 33 , § 12; SDC Supp 1960, § 11.2212 (4).

The board of directors may exercise all of the powers of a cooperative not conferred upon the members by this chapter or its articles of incorporation or bylaws. Source: SL 1947, ch 33 , § 12; SDC Supp 1960, § 11.2212 (5).

No person who is authorized to take acknowledgments under the laws of this state shall be disqualified from taking acknowledgments of instruments executed in favor of a cooperative or to which it is a party, by reason of being an officer, director, employee, or member of such coo…

The board of directors shall adopt the first bylaws of a cooperative to be adopted following an incorporation, conversion, merger, or consolidation. Thereafter the members shall adopt, amend, or repeal the bylaws by the affirmative vote of a majority of those members voting there…

The bylaws of a cooperative shall set forth the rights and duties of members and directors and may contain other provisions for the regulation and management of the affairs of the cooperative not inconsistent with this chapter or with its articles of incorporation. The bylaws of …

Cooperatives may be organized under this chapter for any lawful purpose except banking, securities, and insurance. Cooperatives proposing to provide local exchange telephone service in a rural telephone company's service area may do so only in compliance with the procedures conta…

The bylaws may provide for the division of the territory served or to be served by a cooperative into two or more districts for any purpose, including, without limitation, the nomination and election of directors and the election and functioning of district delegates. In such cas…

The officers of a cooperative shall consist of a president, vice - president, secretary, and treasurer, who shall be elected annually by and from the board of directors. When a person holding any such offices ceases to be a director he shall cease to hold such office. The offices…

Except as otherwise provided in § 47-21-21.3 , 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, agen…

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 …

Any corporation organized under the laws of this state and supplying or having the corporate power to supply electric energy may be converted into a cooperative by complying with the requirements of §§ 47-21-23 and 47-21-24 and shall thereupon become subject to this chapter with …

The proposition for the conversion of the corporation described in § 47-21-22 into a cooperative and proposed articles of conversion to give effect thereto shall be submitted to a meeting of the members or stockholders of such corporation, or in case of a corporation having no me…

If the proposition for the conversion of the corporation described in § 47-21-22 into a cooperative and the proposed articles of conversion, with any amendments, are approved by the affirmative vote of not less than two - thirds of those members of such corporation voting thereon…

Any two or more cooperatives (each of which is hereinafter designated a "consolidating cooperative"), may consolidate into a new cooperative (hereinafter designated the "new cooperative") by complying with the requirements of §§ 47-21-26 and

The proposition for the consolidation of the consolidating cooperatives into the new cooperative and proposed articles of consolidation to give effect thereto shall be submitted to a meeting of the members of each consolidating cooperative, the notice of which shall have attached…

If the proposed consolidation and the proposed articles of consolidation, with any amendments, are approved by the affirmative vote of a majority of those members of each consolidating cooperative voting thereon at each such meeting, articles of consolidation in the form approved…

Any one or more cooperatives (each of which is hereinafter designated a "merging cooperative") may merge into another cooperative (hereinafter designated the "surviving cooperative"), by complying with the requirements of §§ 47-21-29 and

The proposition for the merger of the merging cooperatives into the surviving cooperative and proposed articles of merger to give effect thereto shall be submitted to a meeting of the members of each merging cooperative and of the surviving cooperative, the notice of which shall …

The name of a cooperative shall include the words "electric" and "cooperative," and the abbreviation "Inc.," unless in an affidavit made by its president or vice - president, and filed with the secretary of state, or in an affidavit made by a person signing articles of incorporat…