§ 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
§ 47-22-8.1 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 ofcompliance–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 boardof 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 certificateof 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 boardof 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 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
§ 47-22-33.1 Method of providing notice to members or directors
§ 47-22-34 Changing number of board of directors–Bylaws controlling absent provision inarticles
§ 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
§ 47-22-52 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
§ 47-22-65.1 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 ordirectors–Injunctions
§ 47-22-71 Circumstances under which ultra vires may be asserted–Actions by corporationagainst officers or directors
§ 47-22-72 Circumstances under which ultra vires may be asserted–Actions by attorney generalto dissolve or enjoin corporation
§ 47-22-73 Unauthorized acting as corporation–Liability
§ 47-22-74 Legislative power to prescribe additional regulations
§ 47-22-74.1 Privacy protection policy for social security numbers of volunteers
§ 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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Terms Used In South Dakota Codified Laws > Title 47 > Chapter 22 - Nonprofit Corporations--Formation and General Powers

  • Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • Bequest: Property gifted by will.
  • Contract: A legal written agreement that becomes binding when signed.
  • Conviction: A judgement of guilt against a criminal defendant.
  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • Devise: To gift property by will.
  • Equitable: Pertaining to civil suits in "equity" rather than in "law." In English legal history, the courts of "law" could order the payment of damages and could afford no other remedy. See damages. A separate court of "equity" could order someone to do something or to cease to do something. See, e.g., injunction. In American jurisprudence, the federal courts have both legal and equitable power, but the distinction is still an important one. For example, a trial by jury is normally available in "law" cases but not in "equity" cases. Source: U.S. Courts
  • Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
  • Gift: A voluntary transfer or conveyance of property without consideration, or for less than full and adequate consideration based on fair market value.
  • Indemnification: In general, a collateral contract or assurance under which one person agrees to secure another person against either anticipated financial losses or potential adverse legal consequences. Source: FDIC
  • Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
  • Lease: A contract transferring the use of property or occupancy of land, space, structures, or equipment in consideration of a payment (e.g., rent). Source: OCC
  • Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
  • Mortgage: The written agreement pledging property to a creditor as collateral for a loan.
  • Nolo contendere: No contest-has the same effect as a plea of guilty, as far as the criminal sentence is concerned, but may not be considered as an admission of guilt for any other purpose.
  • Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
  • Person: includes natural persons, partnerships, associations, cooperative corporations, limited liability companies, and corporations. See South Dakota Codified Laws 2-14-2
  • Personal property: All property that is not real property.
  • Personal property: includes money, goods, chattels, things in action, and evidences of debt. See South Dakota Codified Laws 2-14-2
  • Plea: In a criminal case, the defendant's statement pleading "guilty" or "not guilty" in answer to the charges, a declaration made in open court.
  • Precedent: A court decision in an earlier case with facts and law similar to a dispute currently before a court. Precedent will ordinarily govern the decision of a later similar case, unless a party can show that it was wrongly decided or that it differed in some significant way.
  • Property: includes property, real and personal. See South Dakota Codified Laws 2-14-2
  • Quorum: The number of legislators that must be present to do business.
  • Remainder: An interest in property that takes effect in the future at a specified time or after the occurrence of some event, such as the death of a life tenant.
  • Seal: includes an impression of the seal upon the paper alone, as well as upon wax or a wafer affixed to the paper, and also the word "seal" written or printed on such paper. See South Dakota Codified Laws 2-14-2
  • Settlement: Parties to a lawsuit resolve their difference without having a trial. Settlements often involve the payment of compensation by one party in satisfaction of the other party's claims.
  • Statute: A law passed by a legislature.
  • Trustee: A person or institution holding and administering property in trust.
  • written: include typewriting and typewritten, printing and printed, except in the case of signatures, and where the words are used by way of contrast to typewriting and printing. See South Dakota Codified Laws 2-14-2