§ 47-23-1 Classes of members–Corporations without members–Articles of incorporation as governing–Certificates of membership
§ 47-23-2 Exoneration from personal liability
§ 47-23-2.1 Liability of director, trustee, committee member, or officer serving without compensation
§ 47-23-3 Members’ meetings–Time and place
§ 47-23-4 Annual members’ meeting–Time and place–Failure to hold meeting
§ 47-23-5 Special meetings–Electronic communication
§ 47-23-6 Taking action without meeting–Written consent–Effect of written consent
§ 47-23-7 Notice to members of meeting–Manner of giving notice
§ 47-23-8 Articles or bylaws as limiting right to vote–Vote in absence of limitation provision
§ 47-23-9 Voting procedure–Proxy votes–Ballots
§ 47-23-10 Cumulative voting for directors
§ 47-23-11 Corporations without members entitled to vote–Powers of directors
§ 47-23-12 Bylaw provisions governing vote or quorum–Quorum in absence of bylaw provision–Majority vote required
§ 47-23-13 Board of directors–Qualifications of directors
§ 47-23-14 Number of directors–Bylaws as governing–Increasing or decreasing number of directors–Decrease as not affecting term
§ 47-23-15 First board of directors–Term of office
§ 47-23-16 Election or appointment of directors–Term of office
§ 47-23-17 Classes of directors–Term of office
§ 47-23-18 Removal of directors
§ 47-23-19 Vacancy on board of directors–Filling by majority vote of remaining directors–Term of office
§ 47-23-20 Quorum of directors–Provisions of articles or bylaws as governing
§ 47-23-21 Meetings by teleconference
§ 47-23-22 Committees–Authority and function–Responsibility of board of directors
§ 47-23-23 Articles or bylaws as governing vote of directors
§ 47-23-24 Corporate officers–Appointment and term of office–Ex officio members of board of directors
§ 47-23-25 Removal of officers–Contract rights unaffected
§ 47-23-26 Notice to members or directors–Written waiver
§ 47-23-27 Indemnification of corporate agents for liability from good faith acts on behalf of corporation
§ 47-23-28 Definition of terms
§ 47-23-29 Immunity of volunteers of nonprofit organizations, free clinics, certain hospitals, and governmental entities
§ 47-23-30 Person not immune where negligent operation of vehicle caused injury
§ 47-23-31 Effect on other statutes concerning immunity
§ 47-23-32 Waiver of immunity to extent of risk sharing pool or liability insurance coverage–Volunteer serving as director, officer, or trustee exempt
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Terms Used In South Dakota Codified Laws > Title 47 > Chapter 23 - Nonprofit Corporations--Members, Directors, Officers and Agents

  • 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.
  • Contract: A legal written agreement that becomes binding when signed.
  • 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.
  • Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
  • Ex officio: Literally, by virtue of one's office.
  • 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
  • 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
  • Quorum: The number of legislators that must be present to do business.
  • 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.
  • 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