47-21-25. Consolidating cooperatives. Any two or more cooperatives (each of which is hereinafter designated a “consolidating cooperative”), may consolidate into a new cooperative (hereinafter designated the “new cooperative”) by complying with the requirements of §§47-21-26 and 47-21-27. Source: SL 1947, ch 33, §17; SDC Supp 1960, §11.2217.
47-21-26. Submission of consolidation proposition to members–Notice of meeting. The proposition for the consolidation of the consolidating cooperatives into the new cooperative and proposed articles of consolidation to give effect thereto shall be submitted to a meeting of the members of each consolidating cooperative, the notice of which shall have attached thereto a copy of […]
47-21-27. Majority vote required for approval–Articles of consolidation–Contents of articles–Affidavit of compliance. If the proposed consolidation and the proposed articles of consolidation, with any amendments, are approved by the affirmative vote of a majority of those members of each consolidating cooperative voting thereon at each such meeting, articles of consolidation in the form approved shall […]
47-21-28. Merging cooperatives. Any one or more cooperatives (each of which is hereinafter designated a “merging cooperative”) may merge into another cooperative (hereinafter designated the “surviving cooperative”), by complying with the requirements of §§47-21-29 and 47-21-30. Source: SL 1947, ch 33, §18; SDC Supp 1960, §11.2218.
47-21-29. Submission of merger proposition to members–Notice of meeting. The proposition for the merger of the merging cooperatives into the surviving cooperative and proposed articles of merger to give effect thereto shall be submitted to a meeting of the members of each merging cooperative and of the surviving cooperative, the notice of which shall have […]
47-21-3. Name of cooperative–Exceptions. The name of a cooperative shall include the words “electric” and “cooperative,” and the abbreviation “Inc.,” unless in an affidavit made by its president or vice-president, and filed with the secretary of state, or in an affidavit made by a person signing articles of incorporation, consolidation, merger, or conversion, which relate […]
47-21-30. Majority vote required for approval–Articles of merger–Contents of articles–Affidavit of compliance. If the proposed merger and the proposed articles of merger, with any amendments, are approved by the affirmative vote of a majority of those members of each cooperative voting thereon at each such meeting, articles of merger in the form approved shall be […]
47-21-31. Articles of consolidation as governing consolidated cooperative–Articles of surviving cooperative as governing merged cooperative. In the case of consolidation the existence of the consolidating cooperatives shall cease and the articles of consolidation shall be deemed to be the articles of incorporation of the new cooperative; and in the case of a merger the separate […]
47-21-32. Transfer of rights and obligations to surviving cooperative. All the rights, privileges, immunities, and franchises and all property, real and personal, including without limitation applications for membership, all debts due on whatever account and all other choses in action, of each of the consolidating or merging cooperatives shall be deemed to be transferred to […]
47-21-33. Liabilities after consolidation or merger–Preexisting claims–Substitution of parties. The new or surviving cooperative shall be responsible and liable for all the liabilities and obligations of each of the consolidating or merging cooperatives and any claim existing or action or proceeding pending by or against any of the consolidating or merging cooperatives may be prosecuted […]
47-21-34. Rights of creditors and lienors unaffected by consolidation or merger. Neither the rights of creditors nor any liens upon the property of any of the consolidating or merging cooperatives shall be impaired by such consolidation or merger. Source: SL 1947, ch 33, §19; SDC Supp 1960, §11.2219 (4).
47-21-35. Dissolution before commencement of business–Articles of dissolution–Majority approval required–Contents of articles. A cooperative which has not commenced business may be dissolved by delivering to the secretary of state articles of dissolution which shall be executed and acknowledged on behalf of the cooperative by a majority of the incorporators and which shall state: (1)The name […]
47-21-36. Dissolution after commencement of business. A cooperative which has commenced business may be dissolved in the manner provided by §§47-21-37 to 47-21-41, inclusive. Source: SL 1947, ch 33, §21; SDC Supp 1960, §11.2221 (2).
47-21-37. Submission of dissolution proposition to members–Majority vote required. The proposition to dissolve a cooperative which has commenced business shall be submitted to the members of the cooperative at any annual or special meeting, the notice of which shall set forth such proposition. The members at any such meeting shall approve, by the affirmative vote […]
47-21-38. Certificate of election to dissolve–Contents of certificate–Submission to secretary of state. Upon approval pursuant to §47-21-37 of a proposition to dissolve, a certificate of election to dissolve (hereinafter designated the “certificate”), executed and acknowledged on behalf of the cooperative by its president or vice-president under its seal, attested by its secretary and stating: (1)The […]
47-21-39. Cessation of business–Continuance of corporate existence–Notice to creditors–Publication. Upon the filing by the secretary of state of the certificate and affidavit required by §47-21-38, the cooperative shall cease to carry on its business except to the extent necessary for the termination thereof, but its corporate existence shall continue until articles of dissolution have been […]
47-21-4. Exclusive use of particular words. Only a cooperative or corporation doing business in this state pursuant to this chapter shall use both the words “electric” and “cooperative” in its name. Source: SL 1947, ch 33, §5; SDC Supp 1960, §11.2205.
47-21-40. Liquidation of affairs of cooperative–Distribution of assets–Rights of patrons–Rights of members–Distribution of remains. The board of directors shall liquidate and settle the affairs of a cooperative which has filed the certificate and affidavit described in §47-21-38, collect sums owing to it, liquidate its property and assets, pay and discharge its debts, obligations, and liabilities, […]
47-21-41. Articles of dissolution–Contents of articles. The board of directors shall, upon completion of the acts required by §47-21-40, authorize the execution of articles of dissolution, which shall be executed and acknowledged on behalf of the cooperative by its president or vice-president, and its seal shall be affixed thereto and attested by its secretary. The […]
47-21-42. Delivery of articles to secretary of state–Fees–Effective date of action–Certificates of election to dissolve. Articles of incorporation, amendment, consolidation, merger, conversion, or dissolution, when executed and acknowledged and accompanied by such affidavits as may be required by applicable provisions of this chapter shall be presented to the secretary of state for filing in the […]
