47-15-1. Definitions. Terms used in chapters 47-15 to 47-20, inclusive, mean: (1)”Articles,” articles of incorporation; (2)”Cooperative,” a cooperative corporation which is subject to the provisions of chapters 47-15 to 47-20, inclusive; (3)”Corporation,” a corporation which is not a cooperative; (4)”Electronic transmission” or “electronically transmitted,” any process of communication not directly involving the physical transfer of […]
47-15-10. Filing with secretary of state–Certificate of amendment. One copy of the certificate required by §47-15-9 shall be retained in the records of the cooperative and one copy shall be filed and recorded in the Office of the Secretary of State, who shall issue a certificate of amendment thereon. Source: SDC 1939, §11.1136 (2) as […]
47-15-11. Effect of amendment. No amendment to the articles may affect any existing cause of action or proceeding to which the cooperative is a party or existing rights of persons other than members or stockholders. Source: SDC 1939, §11.1136 (3) as enacted by SL 1965, ch 23, §1.
47-15-12. Articles and bylaws–Action to invalidate amendment–Limitations. No action may be maintained to invalidate any amendment to the articles or bylaws because of the manner of its adoption unless commenced within two years after its adoption. Source: SDC 1939, §11.1136 (4) as enacted by SL 1965, ch 23, §1; SL 2021, ch 194, § 1.
47-15-13. Bankruptcy proceeding as amendment. Certified copies of any order of a court of the United States, in proceedings under the bankruptcy laws, shall be filed and recorded as an amendment if the order effects an amendment to the articles. The principal officers of a cooperative shall cause each order to be promptly filed and […]
47-15-14. Amendment converting corporation to cooperative. Any corporation may convert itself into a cooperative by adopting an amendment to its articles by which it elects to become subject to chapters 47-15 to 47-20, inclusive, together with changes in its articles required by said chapters and other desirable changes permitted by said chapters. Such amendment shall […]
47-15-15. Adoption of restated articles. A cooperative may, by action taken in the manner required for an amendment, adopt restated articles which shall state that they supersede existing articles and amendments. Restated articles shall meet all requirements of original articles. Source: SDC 1939, §11.1137 as enacted by SL 1965, ch 23, §1; SL 1977, ch […]
47-15-16. Bylaws–Adoption and amendment. Bylaws may be adopted and amended only by the members, unless the members adopt a bylaw which permits the board to make and amend specified bylaws. Any bylaw adopted or amended by the board shall be reported at the next regular member meeting. Any such bylaw shall be at any time […]
47-15-17. Bylaws–Majority vote. Unless the bylaws provide otherwise, any bylaw may be adopted, amended, or repealed by a majority of the members present at a meeting, provided that the members voting must be sufficient in number to constitute a quorum as provided in chapter 47-16 or by bylaws. Source: SDC 1939, §11.1109 as enacted by […]
47-15-2. Purposes–Banking and insurance prohibited. Cooperatives may be organized under this chapter for any lawful purpose except banking and insurance. Source: SDC 1939, §11.1102 as enacted by SL 1965, ch 23, §1; SL 1978, ch 337.
47-15-20. Offices and agents of preexisting cooperatives. For the purposes of chapters 47-15 to 47-20, inclusive, the street address, or the statement concerning the address, of a cooperative existing on July 1, 1965, becoming subject to said chapters, as set forth in the articles for its business office, shall be considered its registered office and […]
47-15-27. Powers of cooperatives–Existence. Unless otherwise provided by its articles, a cooperative may exist perpetually. Source: SDC 1939, §11.1103 (1) as enacted by SL 1965, ch 23, §1.
47-15-28. Powers of cooperatives–Actions. Unless otherwise provided by its articles, a cooperative may sue and be sued. Source: SDC 1939, §11.1103 (2) as enacted by SL 1965, ch 23, §1.
47-15-29. Powers of cooperatives–Seals. Unless otherwise provided by its articles, a cooperative may have a seal. Source: SDC 1939, §11.1103 (3) as enacted by SL 1965, ch 23, §1.
47-15-3. Requisites for formation. Three or more individuals of legal age, one of whom must be a resident, may form a cooperative by signing, acknowledging, filing, and recording articles of incorporation. Source: SDC 1939, §11.1104 as enacted by SL 1965, ch 23, §1; SL 2018, ch 260, §2.
47-15-30. Powers of cooperatives–Contracts–Encumbrances. Unless otherwise provided by its articles, a cooperative may (1)Make contracts, incur liabilities, and borrow money; (2)Issue certificates representing indebtedness, or representing equity interests in its assets; (3)Acquire property; (4)Dispose of, mortgage, pledge, lease, or otherwise use in any manner any of its property, or any interest therein, wherever situated. Source: […]
47-15-31. Powers of cooperatives–Securities holdings. Unless otherwise provided by its articles, a cooperative may purchase, take, receive, subscribe for, or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge, or otherwise dispose of, and otherwise use and deal in and with, shares or other interests in, or obligations of, other domestic or foreign […]
47-15-32. Powers of cooperatives–Investments and lending. Unless otherwise provided by its articles, a cooperative may invest its funds, lend money for its purposes, and hold any property as security for repayment. Source: SDC 1939, §11.1103 (6) as enacted by SL 1965, ch 23, §1.
47-15-33. Powers of cooperatives–Territorial. Unless otherwise provided by its articles, a cooperative may conduct its business and affairs and have offices and exercise its powers in the United States or in any foreign country. Source: SDC 1939, §11.1103 (7) as enacted by SL 1965, ch 23, §1.
47-15-34. Powers of cooperatives–Officers and agents. Unless otherwise provided by its articles, a cooperative may elect officers and appoint agents, define their duties, and fix their compensation. Source: SDC 1939, §11.1103 (8) as enacted by SL 1965, ch 23, §1.
