South Dakota
Title 47 · Chapter 47-22
91 entries
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47-22-1. Definitions.
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47-22-2. Applicability to domestic corporations.
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47-22-2.1. Applicability to corporations existing prior to 1965.
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47-22-3. Applicability to foreign corporations.
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47-22-4. Purposes and authority of corporations--Particular purposes--Exceptions.
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47-22-5. Incorporators--Articles of incorporation.
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47-22-6. Contents of articles of incorporation--Necessary recitals.
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47-22-7. Corporate name--Indication of purpose.
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47-22-8. 47-22-8. Repealed by SL 1989, ch 393, § 3
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47-22-8.1. Use of same or similar name prohibited--Non-English name to be transliterated.
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47-22-9. Reservation of name--Parties entitled to reserve.
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47-22-10. Procedure for reservation of name--Maximum time of reservation.
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47-22-11. Transfer of reserved right--Notification to secretary of state.
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47-22-12. Articles of incorporation--Endorsement and filing by secretary of state--Issuance of certificate of incorporation.
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47-22-13. Commencement of corporate existence--Certificate as conclusive evidence of compliance--Exceptions.
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47-22-14. Amending articles of incorporation.
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47-22-15. Procedure for amendment.
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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.
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47-22-17. Procedure in absence of members entitled to vote--Adoption of amendment by board of directors.
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47-22-18. Submission of more than one amendment.
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47-22-19. Articles of amendment--Contents of articles.
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47-22-20. Delivery to secretary of state--Fees--Endorsement and filing--Issuance of certificate of amendment.
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47-22-21. Effective date of amendment.
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47-22-22. Preexisting actions unaffected--Change of name as not abating action.
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47-22-23. Restatement of articles of incorporation--Procedure.
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47-22-24. Resolution of restatement--Submission to members.
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47-22-25. Notice of proposed restatement--Contents of notice.
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47-22-26. Vote of membership--Majority vote required.
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47-22-27. Procedure in absence of members entitled to vote--Adoption of restatement by board of directors.
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47-22-28. Approval of restated articles--Contents of articles--Delivery to secretary of state.
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47-22-28.1. Restated articles may incorporate proposed amendments--Conditions.
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47-22-29. Approval by secretary of state--Fees--Endorsement and filing--Issuance of restated certificate of incorporation.
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47-22-30. Effective date of restated articles.
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47-22-31. Meeting of first board of directors--Organization meeting--Notice of meeting.
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47-22-32. First meeting of members--Notice of meeting.
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47-22-33. Adoption of initial bylaws--Amendment of bylaws--Permissible contents of bylaws.
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47-22-33.1. Method of providing notice to members or directors.
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47-22-34. Changing number of board of directors--Bylaws controlling absent provision in articles.
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47-22-35. Emergency bylaws--Conditions creating emergency.
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47-22-36. Provisions of emergency bylaws--Meetings of directors--Attendance--Priorities.
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47-22-37. Modification of lines of succession during emergency.
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47-22-38. Changing head office during emergency.
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47-22-39. Duration of emergency bylaws.
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47-22-40. Notice of meetings during emergency--Quorum.
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47-22-41. Liability for actions during emergency--Willful misconduct.
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47-22-42. 47-22-42 to 47-22-51. Repealed by SL 2008, ch 275, § 63.
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47-22-52. Powers of corporation--Perpetual succession.
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47-22-53. Powers of corporation--Capacity to sue and be sued.
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47-22-54. Powers of corporation--Corporate seal.
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47-22-55. Powers of corporation--Dealing in real or personal property.
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47-22-56. Powers of corporation--Disposal of corporate assets.
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47-22-57. Powers of corporation--Lending money.
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47-22-58. Powers of corporation--Securities holdings--Government obligations.
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47-22-59. Powers of corporation--Contracting--Borrowing--Issuance of securities.
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47-22-60. Powers of corporation--Lending--Investing--Property holding.
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47-22-61. Powers of corporation--Extraterritorial operations.
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47-22-62. Powers of corporation--Officers and agents.
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47-22-63. Powers of corporation--Adoption of bylaws.
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47-22-64. Powers of corporation--Donations--Wartime donations.
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47-22-65. 47-22-65. Repealed by SL 1986, ch 388, § 1
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47-22-65.1. Powers of corporation--Indemnification--Defense of actions.
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47-22-65.2. Indemnification against expenses and attorneys' fees.
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47-22-65.3. Authorization of indemnification--Requirements--Manner of determination.
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47-22-65.4. Authorization of payment of expenses prior to final disposition of action--Receipt of undertaking--Terms and conditions.
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47-22-65.5. Indemnification not exclusive of other rights--Continuation of benefits to former employees--Benefits to deceased employees.
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47-22-65.6. Powers of corporation--Purchase and maintenance of liability insurance.
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47-22-65.7. Corporation defined.
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47-22-65.8. Definition of other terms.
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47-22-66. Powers of corporation--Pension plans.
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47-22-67. Powers of corporation--Cessation of activities.
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47-22-68. Powers of corporation--Other powers.
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47-22-68.1. Restrictions on private foundations--Definition of terms.
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47-22-68.2. Restrictive provisions as to income and property deemed incorporated in foundation charter.
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47-22-68.3. Self-dealing by foundation prohibited.
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47-22-68.4. Distributions required of foundation.
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47-22-68.5. Excess business holdings prohibited to foundation.
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47-22-68.6. Investments which jeopardize charitable purpose prohibited to foundation.
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47-22-68.7. Taxable expenditures prohibited to foundation.
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47-22-68.8. Judicial determination that required restrictions would be contrary to charter.
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47-22-68.9. State powers over corporation unimpaired.
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47-22-69. Ultra vires unavailable to invalidate transfers of property.
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47-22-70. Circumstances under which ultra vires may be asserted--Actions by members or directors--Injunctions.
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47-22-71. Circumstances under which ultra vires may be asserted--Actions by corporation against officers or directors.
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47-22-72. Circumstances under which ultra vires may be asserted--Actions by attorney general to dissolve or enjoin corporation.
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47-22-73. Unauthorized acting as corporation--Liability.
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47-22-74. Legislative power to prescribe additional regulations.
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47-22-74.1. Privacy protection policy for social security numbers of volunteers.
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47-22-75. Prior incorporations validated--Previously pending actions.
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47-22-76. Rights vested under prior statutes unaffected.
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47-22-77. Severability and saving clause.
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47-22-78. Citation of nonprofit corporation law.