47-21-1. Definitions. Terms used in this chapter mean: (1)”Cooperative,” any corporation organized under this chapter or which becomes subject to this chapter in the manner hereinafter provided; (2)”Person,” any natural person, firm, association, corporation, limited liability company, business trust, partnership, federal agency, state or political subdivision, or agency thereof, or any body politic; (3)”Rural area,” […]
47-21-10. Board of directors–Bylaws–Meetings by teleconference. The business of a cooperative shall be managed by a board of not less than five directors, each of whom shall be a member of the cooperative or of another cooperative or corporation, which is a member thereof. If the member is an entity other than a natural person, […]
47-21-11. 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: SL 1947, ch 33, §12; SDC Supp 1960, §11.2212 (1); SL 1985, ch 370; SL 1990, ch 368.
47-21-12. First directors–Term of office. The directors of a cooperative named in any articles of incorporation, consolidation, merger, or conversion, shall hold office for their terms and until their successors are elected and qualify. Source: SL 1947, ch 33, §12; SDC Supp 1960, §11.2212 (2).
47-21-13. Election of directors–Maximum term of office. Directors shall be elected at the annual meeting of the cooperative unless the bylaws of the cooperative provide for the election of directors by district. In case of a failure to hold the annual meeting, as specified in the bylaws, directors shall be elected at a special meeting […]
47-21-14. Quorum of directors. A majority of the board of directors of a cooperative shall constitute a quorum. Source: SL 1947, ch 33, §12; SDC Supp 1960, §11.2212 (3).
47-21-15. Husband and wife as directors. If a husband and wife hold a joint membership in a cooperative, either one, but not both, may be elected a director. Source: SL 1947, ch 33, §12; SDC Supp 1960, §11.2212 (4).
47-21-16. Powers of board of directors. The board of directors may exercise all of the powers of a cooperative not conferred upon the members by this chapter or its articles of incorporation or bylaws. Source: SL 1947, ch 33, §12; SDC Supp 1960, §11.2212 (5).
47-21-17. Directors not disqualified from acknowledging instruments. No person who is authorized to take acknowledgments under the laws of this state shall be disqualified from taking acknowledgments of instruments executed in favor of a cooperative or to which it is a party, by reason of being an officer, director, employee, or member of such cooperative. […]
47-21-18. Adoption of first bylaws by directors–Subsequent bylaws adopted by members. The board of directors shall adopt the first bylaws of a cooperative to be adopted following an incorporation, conversion, merger, or consolidation. Thereafter the members shall adopt, amend, or repeal the bylaws by the affirmative vote of a majority of those members voting thereon […]
47-21-19. Provisions of bylaws. The bylaws of a cooperative shall set forth the rights and duties of members and directors and may contain other provisions for the regulation and management of the affairs of the cooperative not inconsistent with this chapter or with its articles of incorporation. The bylaws of a cooperative may contain any […]
47-21-2. Purpose and authority. Cooperatives may be organized under this chapter for any lawful purpose except banking, securities, and insurance. Cooperatives proposing to provide local exchange telephone service in a rural telephone company’s service area may do so only in compliance with the procedures contained in section 251(f) of the Communication Act of 1934, as […]
47-21-20. Bylaw provision dividing area served into districts–Election of directors by districts–District meetings–Proxy voting prohibited. The bylaws may provide for the division of the territory served or to be served by a cooperative into two or more districts for any purpose, including, without limitation, the nomination and election of directors and the election and functioning […]
47-21-21. Officers–Election and qualifications–Removal of officers. The officers of a cooperative shall consist of a president, vice-president, secretary, and treasurer, who shall be elected annually by and from the board of directors. When a person holding any such offices ceases to be a director he shall cease to hold such office. The offices of secretary […]
47-21-21.2. Indemnification of directors, officers, agents, and employees against liability under certain circumstances. Except as otherwise provided in §47-21-21.3, 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, […]
47-21-21.3. 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 […]
47-21-21.4. 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 […]
47-21-22. Conversion of corporation into cooperative. Any corporation organized under the laws of this state and supplying or having the corporate power to supply electric energy may be converted into a cooperative by complying with the requirements of §§47-21-23 and 47-21-24 and shall thereupon become subject to this chapter with the same effect as if […]
47-21-23. Submission of conversion proposition to stockholders–Notice of meeting. The proposition for the conversion of the corporation described in §47-21-22 into a cooperative and proposed articles of conversion to give effect thereto shall be submitted to a meeting of the members or stockholders of such corporation, or in case of a corporation having no members […]
47-21-24. Two-thirds vote required for approval–Articles of conversion–Contents of articles–Affidavit of compliance. If the proposition for the conversion of the corporation described in §47-21-22 into a cooperative and the proposed articles of conversion, with any amendments, are approved by the affirmative vote of not less than two-thirds of those members of such corporation voting thereon […]
