South Dakota 22 — Nonprofit Corporations--Formation And General Powers
- 47-22-1 — Definitions.
- 47-22-2 — Applicability to domestic corporations.
- 47-22-2.1 — Applicability to corporations existing prior to 1965.
- 47-22-3 — Applicability to foreign corporations.
- 47-22-4 — Purposes and authority of corporations--Particular purposes--Exceptions.
- 47-22-5 — Incorporators--Articles of incorporation.
- 47-22-6 — Contents of articles of incorporation--Necessary recitals.
- 47-22-7 — Corporate name--Indication of purpose.
- 47-22-8 — Repealed.
- 47-22-8.1 — Use of same or similar name prohibited--Non-English name to be transliterated.
- 47-22-9 — Reservation of name--Parties entitled to reserve.
- 47-22-10 — Procedure for reservation of name--Maximum time of reservation.
- 47-22-11 — Transfer of reserved right--Notification to secretary of state.
- 47-22-12 — Articles of incorporation--Endorsement and filing by secretary of state--Issuance ofcertificate of incorporation.
- 47-22-13 — Commencement of corporate existence--Certificate as conclusive evidence of compliance--Exceptions.
- 47-22-14 — Amending articles of incorporation.
- 47-22-15 — Procedure for amendment.
- 47-22-16 — Resolution of amendment--Submission to members at meeting--Notice of meeting--Contents of notice--Written notice of adoption required--Majority vote required.
- 47-22-17 — Procedure in absence of members entitled to vote--Adoption of amendment by board ofdirectors.
- 47-22-18 — Submission of more than one amendment.
- 47-22-19 — Articles of amendment--Contents of articles.
- 47-22-20 — Delivery to secretary of state--Fees--Endorsement and filing--Issuance of certificate ofamendment.
- 47-22-21 — Effective date of amendment.
- 47-22-22 — Preexisting actions unaffected--Change of name as not abating action.
- 47-22-23 — Restatement of articles of incorporation--Procedure.
- 47-22-24 — Resolution of restatement--Submission to members.
- 47-22-25 — Notice of proposed restatement--Contents of notice.
- 47-22-26 — Vote of membership--Majority vote required.
- 47-22-27 — Procedure in absence of members entitled to vote--Adoption of restatement by board ofdirectors.
- 47-22-28 — Approval of restated articles--Contents of articles--Delivery to secretary of state.
- 47-22-28.1 — Restated articles may incorporate proposed amendments--Conditions.
- 47-22-29 — Approval by secretary of state--Fees--Endorsement and filing--Issuance of restatedcertificate of incorporation.
- 47-22-30 — Effective date of restated articles.
- 47-22-31 — Meeting of first board of directors--Organization meeting--Notice of meeting.
- 47-22-32 — First meeting of members--Notice of meeting.
- 47-22-33 — Adoption of initial bylaws--Amendment of bylaws--Permissible contents of bylaws.
- 47-22-34 — Changing number of board of directors--Bylaws controlling absent provision in articles.
- 47-22-35 — Emergency bylaws--Conditions creating emergency.
- 47-22-36 — Provisions of emergency bylaws--Meetings of directors--Attendance--Priorities.
- 47-22-37 — Modification of lines of succession during emergency.
- 47-22-38 — Changing head office during emergency.
- 47-22-39 — Duration of emergency bylaws.
- 47-22-40 — Notice of meetings during emergency--Quorum.
- 47-22-41 — Liability for actions during emergency--Willful misconduct.
- 47-22-42 — Maintenance of registered office.
- 47-22-43 — Maintenance of registered agent.
- 47-22-44 — Procedure for changing registered office or registered agent--Statement to secretary ofstate--Contents of statement.
- 47-22-45 — Approval by secretary of state--Filing and effective date.
- 47-22-46 — Resignation of registered agent--Written notice to secretary of state--Termination ofagency.
- 47-22-47 — Change of address of registered agent within county--Statement to secretary of state--Recitals.
- 47-22-48 — Service of process on registered agent.
- 47-22-49 — Failure to appoint registered agent--Service on secretary of state--Method of service.
- 47-22-50 — Duties of secretary of state--Record of service.
- 47-22-51 — Other methods of service unaffected.
- 47-22-52 — Powers of corporation--Perpetual succession.
- 47-22-53 — Powers of corporation--Capacity to sue and be sued.
- 47-22-54 — Powers of corporation--Corporate seal.
- 47-22-55 — Powers of corporation--Dealing in real or personal property.
- 47-22-56 — Powers of corporation--Disposal of corporate assets.
- 47-22-57 — Powers of corporation--Lending money.
- 47-22-58 — Powers of corporation--Securities holdings--Government obligations.
- 47-22-59 — Powers of corporation--Contracting--Borrowing--Issuance of securities.
- 47-22-60 — Powers of corporation--Lending--Investing--Property holding.
- 47-22-61 — Powers of corporation--Extraterritorial operations.
- 47-22-62 — Powers of corporation--Officers and agents.
- 47-22-63 — Powers of corporation--Adoption of bylaws.
- 47-22-64 — Powers of corporation--Donations--Wartime donations.
- 47-22-65 — Repealed.
- 47-22-65.1 — Powers of corporation--Indemnification--Defense of actions.
- 47-22-65.2 — Indemnification against expenses and attorneys' fees.
- 47-22-65.3 — Authorization of indemnification--Requirements--Manner of determination.
- 47-22-65.4 — Authorization of payment of expenses prior to final disposition of action--Receipt ofundertaking--Terms and conditions.
- 47-22-65.5 — Indemnification not exclusive of other rights--Continuation of benefits to formeremployees--Benefits to deceased employees.
- 47-22-65.6 — Powers of corporation--Purchase and maintenance of liability insurance.
- 47-22-65.7 — Corporation defined.
- 47-22-65.8 — Definition of other terms.
- 47-22-66 — Powers of corporation--Pension plans.
- 47-22-67 — Powers of corporation--Cessation of activities.
- 47-22-68 — Powers of corporation--Other powers.
- 47-22-68.1 — Restrictions on private foundations--Definition of terms.
- 47-22-68.2 — Restrictive provisions as to income and property deemed incorporated in foundationcharter.
- 47-22-68.3 — Self-dealing by foundation prohibited.
- 47-22-68.4 — Distributions required of foundation.
- 47-22-68.5 — Excess business holdings prohibited to foundation.
- 47-22-68.6 — Investments which jeopardize charitable purpose prohibited to foundation.
- 47-22-68.7 — Taxable expenditures prohibited to foundation.
- 47-22-68.8 — Judicial determination that required restrictions would be contrary to charter.
- 47-22-68.9 — State powers over corporation unimpaired.
- 47-22-69 — Ultra vires unavailable to invalidate transfers of property.
- 47-22-70 — Circumstances under which ultra vires may be asserted--Actions by members or directors--Injunctions.
- 47-22-71 — Circumstances under which ultra vires may be asserted--Actions by corporation againstofficers or directors.
- 47-22-72 — Circumstances under which ultra vires may be asserted--Actions by attorney general todissolve or enjoin corporation.
- 47-22-73 — Unauthorized acting as corporation--Liability.
- 47-22-74 — Legislative power to prescribe additional regulations.
- 47-22-75 — Prior incorporations validated--Previously pending actions.
- 47-22-76 — Rights vested under prior statutes unaffected.
- 47-22-77 — Severability and saving clause.
- 47-22-78 — Citation of nonprofit corporation law.