Nonprofit Corporations Formation And General Powers

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  2. South Dakota Codified Laws
  3. Corporations
  4. Nonprofit Corporations Formation And General Powers

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Section
47-22-1

Definitions.

Section
47-22-2

Applicability to domestic corporations.

Section
47-22-2.1

Applicability to corporations existing prior to 1965.

Section
47-22-3

Applicability to foreign corporations.

Section
47-22-4

Purposes and authority of corporations--Particular purposes--Exceptions.

Section
47-22-5

Incorporators--Articles of incorporation.

Section
47-22-6

Contents of articles of incorporation--Necessary recitals.

Section
47-22-7

Corporate name--Indication of purpose.

Section
47-22-8

Repealed.

Section
47-22-8.1

Use of same or similar name prohibited--Non-English name to be transliterated.

Section
47-22-9

Reservation of name--Parties entitled to reserve.

Section
47-22-10

Procedure for reservation of name--Maximum time of reservation.

Section
47-22-11

Transfer of reserved right--Notification to secretary of state.

Section
47-22-12

Articles of incorporation--Endorsement and filing by secretary of state--Issuance of certificate of incorporation.

Section
47-22-13

Commencement of corporate existence--Certificate as conclusive evidence of compliance--Exceptions.

Section
47-22-14

Amending articles of incorporation.

Section
47-22-15

Procedure for amendment.

Section
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.

Section
47-22-17

Procedure in absence of members entitled to vote--Adoption of amendment by board of directors.

Section
47-22-18

Submission of more than one amendment.

Section
47-22-19

Articles of amendment--Contents of articles.

Section
47-22-20

Delivery to secretary of state--Fees--Endorsement and filing--Issuance of certificate of amendment.

Section
47-22-21

Effective date of amendment.

Section
47-22-22

Preexisting actions unaffected--Change of name as not abating action.

Section
47-22-23

Restatement of articles of incorporation--Procedure.

Section
47-22-24

Resolution of restatement--Submission to members.

Section
47-22-25

Notice of proposed restatement--Contents of notice.

Section
47-22-26

Vote of membership--Majority vote required.

Section
47-22-27

Procedure in absence of members entitled to vote--Adoption of restatement by board of directors.

Section
47-22-28

Approval of restated articles--Contents of articles--Delivery to secretary of state.

Section
47-22-28.1

Restated articles may incorporate proposed amendments--Conditions.

Section
47-22-29

Approval by secretary of state--Fees--Endorsement and filing--Issuance of restated certificate of incorporation.

Section
47-22-30

Effective date of restated articles.

Section
47-22-31

Meeting of first board of directors--Organization meeting--Notice of meeting.

Section
47-22-32

First meeting of members--Notice of meeting.

Section
47-22-33

Adoption of initial bylaws--Amendment of bylaws--Permissible contents of bylaws.

Section
47-22-33.1

Method of providing notice to members or directors.

Section
47-22-34

Changing number of board of directors--Bylaws controlling absent provision in articles.

Section
47-22-35

Emergency bylaws--Conditions creating emergency.

Section
47-22-36

Provisions of emergency bylaws--Meetings of directors--Attendance--Priorities.

Section
47-22-37

Modification of lines of succession during emergency.

Section
47-22-38

Changing head office during emergency.

Section
47-22-39

Duration of emergency bylaws.

Section
47-22-40

Notice of meetings during emergency--Quorum.

Section
47-22-41

Liability for actions during emergency--Willful misconduct.

Sections
47-22-42 - to 47-22-51

Repealed.

Section
47-22-52

Powers of corporation--Perpetual succession.

Section
47-22-53

Powers of corporation--Capacity to sue and be sued.

Section
47-22-54

Powers of corporation--Corporate seal.

Section
47-22-55

Powers of corporation--Dealing in real or personal property.

Section
47-22-56

Powers of corporation--Disposal of corporate assets.

Section
47-22-57

Powers of corporation--Lending money.

Section
47-22-58

Powers of corporation--Securities holdings--Government obligations.

Section
47-22-59

Powers of corporation--Contracting--Borrowing--Issuance of securities.

Section
47-22-60

Powers of corporation--Lending--Investing--Property holding.

Section
47-22-61

Powers of corporation--Extraterritorial operations.

Section
47-22-62

Powers of corporation--Officers and agents.

Section
47-22-63

Powers of corporation--Adoption of bylaws.

Section
47-22-64

Powers of corporation--Donations--Wartime donations.

Section
47-22-65

Repealed.

Section
47-22-65.1

Powers of corporation--Indemnification--Defense of actions.

Section
47-22-65.2

Indemnification against expenses and attorneys' fees.

Section
47-22-65.3

Authorization of indemnification--Requirements--Manner of determination.

Section
47-22-65.4

Authorization of payment of expenses prior to final disposition of action--Receipt of undertaking--Terms and conditions.

Section
47-22-65.5

Indemnification not exclusive of other rights--Continuation of benefits to former employees--Benefits to deceased employees.

Section
47-22-65.6

Powers of corporation--Purchase and maintenance of liability insurance.

Section
47-22-65.7

Corporation defined.

Section
47-22-65.8

Definition of other terms.

Section
47-22-66

Powers of corporation--Pension plans.

Section
47-22-67

Powers of corporation--Cessation of activities.

Section
47-22-68

Powers of corporation--Other powers.

Section
47-22-68.1

Restrictions on private foundations--Definition of terms.

Section
47-22-68.2

Restrictive provisions as to income and property deemed incorporated in foundation charter.

Section
47-22-68.3

Self-dealing by foundation prohibited.

Section
47-22-68.4

Distributions required of foundation.

Section
47-22-68.5

Excess business holdings prohibited to foundation.

Section
47-22-68.6

Investments which jeopardize charitable purpose prohibited to foundation.

Section
47-22-68.7

Taxable expenditures prohibited to foundation.

Section
47-22-68.8

Judicial determination that required restrictions would be contrary to charter.

Section
47-22-68.9

State powers over corporation unimpaired.

Section
47-22-69

Ultra vires unavailable to invalidate transfers of property.

Section
47-22-70

Circumstances under which ultra vires may be asserted--Actions by members or directors--Injunctions.

Section
47-22-71

Circumstances under which ultra vires may be asserted--Actions by corporation against officers or directors.

Section
47-22-72

Circumstances under which ultra vires may be asserted--Actions by attorney general to dissolve or enjoin corporation.

Section
47-22-73

Unauthorized acting as corporation--Liability.

Section
47-22-74

Legislative power to prescribe additional regulations.

Section
47-22-74.1

Privacy protection policy for social security numbers of volunteers.

Section
47-22-75

Prior incorporations validated--Previously pending actions.

Section
47-22-76

Rights vested under prior statutes unaffected.

Section
47-22-77

Severability and saving clause.

Section
47-22-78

Citation of nonprofit corporation law.