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2018 South Dakota Codified Laws
Title 47 - CORPORATIONS
Chapter 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- § 47-22-8 Repealed.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 of certificate 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 of directors.
- § 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 of amendment.
- § 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 of directors.
- § 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 restated certificate 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.
- § 47-22-33.1 Method of providing notice to members or directors.
- § 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 to 47-22-51. Repealed.
- § 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 of undertaking--Terms and conditions.
- § 47-22-65.5 Indemnification not exclusive of other rights--Continuation of benefits to former employees--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 foundation charter.
- § 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 against officers or directors.
- § 47-22-72 Circumstances under which ultra vires may be asserted--Actions by attorney general to dissolve 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.
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