47-17-1. Board of directors as manager of cooperative–Qualifications of directors. The business and affairs of a cooperative shall be managed by a board of directors. Each director shall be a member or a representative of a member who is an entity member. The bylaws shall prescribe any other qualifications for directors and may provide that […]
47-17-10. Waiver of notice of meeting. A signed waiver of notice of a meeting of the board of directors of a cooperative is equivalent to personal notice to the individual signing the waiver. Attendance at a meeting is a waiver of notice of the meeting, except when a director attends the meeting and objects to […]
47-17-11. Specification of purpose of meeting. Unless the bylaws of a cooperative provide otherwise, the purposes of any meeting of the board of directors need not be specified in the notice or waiver of notice of such meeting. Source: SDC 1939, §11.1124 (4) as enacted by SL 1965, ch 23, §1.
47-17-12. Directors’ executive committee–Powers of committee. If the bylaws of a cooperative so provide, the board of directors may elect an executive committee to consist of three or more directors. When the board is not in session, such committee shall have all powers of the board except in respect to: (1)Powers reserved by the board […]
47-17-13. Action without meeting of directors–Written consent. Any action which may be taken at a meeting of the directors or executive committee of a cooperative may be taken without a meeting if a writing setting forth and approving the action taken shall be signed by all of the directors or executive committee members entitled to […]
47-17-14. Principal officers of cooperative–Election by board of directors. The principal officers of a cooperative are a president, one or more vice-presidents as prescribed in the bylaws, a secretary, and a treasurer. The principal officers shall be elected annually by the board of directors at a time and manner pursuant to the bylaws. Each principal […]
47-17-15. Other officers. Any officer of a cooperative other than those mentioned in §47-17-14 may be chosen by the board of directors or as provided in the bylaws. Source: SDC 1939, §11.1127 (2) as enacted by SL 1965, ch 23, §1.
47-17-16. Authority of officers. All officers of a cooperative shall have such authority and perform such duties as the bylaws provide, or as the board of directors may determine not inconsistent with the bylaws. Source: SDC 1939, §11.1127 (3) as enacted by SL 1965, ch 23, §1.
47-17-17. Removal of officers. Any officer of a cooperative may be removed by the board of directors whenever in its judgment the best interests of the cooperative will be served thereby. Election or appointment shall not of itself create contract rights. Source: SDC 1939, §11.1127 (3) as enacted by SL 1965, ch 23, §1.
47-17-18. Compensation of officers. Unless the bylaws of a cooperative provide otherwise, for prior or future services of any officer or employee, the board of directors may provide reasonable compensation, pension, bonuses, or other benefits to such officer or employee, and pension or other benefits to a member of his family or his beneficiaries. No […]
47-17-2. Compensation of directors. Unless the bylaws of a cooperative provide otherwise, only the members may establish compensation or other benefits for a director, not available generally to officers and employees, for services as director. Source: SDC 1939, §11.1128 (1) as enacted by SL 1965, ch 23, §1.
47-17-20. Filing false document as felony. A person who files, or causes to be filed, a document required to be filed by this chapter, which he knows to be materially false in any respect, is guilty of a Class 6 felony. Source: SL 1983, ch 15, §39.
47-17-21. Indemnification of directors, officers, agents, and employees against liability under certain circumstances. Except as otherwise provided in §47-17-22, a cooperative may indemnify a director, officer, agent, or employee who is a party to a proceeding by reason of being a director, officer, agent, or employee, against liability incurred in the proceeding if the director, […]
47-17-22. Circumstances under which directors, officers, agents, and employees may not be indemnified. Unless otherwise ordered by a court, a cooperative may not indemnify a director, officer, agent, or employee: (1)In connection with a proceeding by or in the right of the cooperative, except for reasonable expenses incurred in connection with the proceeding if it […]
47-17-23. Indemnification of successful director, officer, agent, or employee for expenses incurred in proceeding. A cooperative shall indemnify a director, officer, agent, or employee who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director, officer, agent, or employee was a party by reason of being a […]
47-17-3. Number of directors. The number of directors of a cooperative shall not be less than five, provided that in a cooperative with less than fifty members, the number of directors shall not be less than three. Subject to such limitation, the number shall be fixed in the articles, or if the articles so provide, […]
47-17-4. First directors as temporary board–Election of permanent directors–Territorial directors–Directors’ terms of office–Alternates. The directors of a cooperative constituting the temporary board, named in the articles, shall hold office until the first member meeting. At that meeting and thereafter, at or in conjunction with the annual member meeting, directors shall be elected by a majority […]
47-17-4.1. Use of funds or employee activity to promote election to office prohibited–Directors and officers permitting violation subject to civil fine. No cooperative funds may be used, nor any stock issued, to promote, encourage, or publicly favor the candidacy, election, or reelection of any member to any elective office within the cooperative. No employee of […]
47-17-5. Removal of directors. Unless the bylaws of a cooperative provide otherwise, a director may be removed upon a majority vote of all members. Source: SDC 1939, §11.1123 (4) as enacted by SL 1965, ch 23, §1.
47-17-6. Vacancies on board of directors. Unless the bylaws of a cooperative provide otherwise, any vacancy existing in the board of directors may be filled until the next annual meeting by appointment by a majority vote of the directors then in office. Source: SDC 1939, §11.1123 (5) as enacted by SL 1965, ch 23, §1.
