47-22-1. Definitions. As used in chapters 47-22 to 47-28, inclusive, unless the context otherwise requires, the term: (1)”Articles of incorporation” means the original or restated articles of incorporation or articles of consolidation and all amendments thereto including articles of merger. (2)”Board of directors” means the group of persons vested with the management of the affairs […]
47-22-10. Procedure for reservation of name–Maximum time of reservation. The reservation of the exclusive right to the use of a corporate name shall be made by filing with the secretary of state an application to reserve a specified corporate name, executed by the applicant. If the secretary of state finds that the name is available […]
47-22-12. Articles of incorporation–Endorsement and filing by secretary of state–Issuance of certificate of incorporation. One original and one exact or conforming copy of the articles of incorporation shall be delivered to the secretary of state. If the secretary of state finds that the articles of incorporation conform to law, when all fees have been paid […]
47-22-13. Commencement of corporate existence–Certificate as conclusive evidence of compliance–Exceptions. Upon the issuance of the certificate of incorporation, the corporate existence shall begin, and such certificate of incorporation shall be conclusive evidence that all conditions precedent required to be performed by the incorporators have been complied with and that the corporation has been incorporated under […]
47-22-14. Amending articles of incorporation. A corporation may amend its articles of incorporation, from time to time, in any and as many respects as may be desired, so long as its articles of incorporation as amended contain only such provisions as are lawful under chapters 47-22 to 47-28, inclusive. Source: SDC 1939, §11.1302; SL 1965, […]
47-22-15. Procedure for amendment. Amendments to the articles of incorporation shall be made in the manner provided by §47-22-16 or 47-22-17. Source: SL 1965, ch 24, §36.
47-22-16. Resolution of amendment–Submission to members at meeting–Notice of meeting–Contents of notice–Written notice of adoption required–Majority vote required. If the members are entitled to vote on an amendment to the articles of incorporation, the board of directors or the members shall adopt a resolution setting forth the proposed amendment and directing that it be submitted […]
47-22-17. Procedure in absence of members entitled to vote–Adoption of amendment by board of directors. Where there are no members, or no members entitled to vote on an amendment to the articles of incorporation, an amendment shall be adopted at a meeting of the board of directors upon receiving the vote of a majority of […]
47-22-18. Submission of more than one amendment. Any number of amendments to the articles of incorporation may be submitted and voted upon at any one meeting. Source: SL 1965, ch 24, §36.
47-22-19. Articles of amendment–Contents of articles. An original and an exact or conforming copy of the articles of amendment shall be executed by the chairman of the board of directors, by the corporation’s president, or by another of its officers or, if the corporation has not been formed, by an incorporator, and shall set forth: […]
47-22-2. Applicability to domestic corporations. The provisions of chapters 47-22 to 47-28, inclusive, relating to domestic corporations shall apply to: (1)All corporations organized hereunder; and (2)All nonprofit corporations organized before July 1, 1965, under any act repealed. Source: SL 1965, ch 24, §3.
47-22-2.1. Applicability to corporations existing prior to 1965. Any nonprofit corporation in existence prior to 1965 may continue to operate as provided by its charter notwithstanding chapters 47-22 to 47-28, inclusive. Source: SL 1984, ch 300.
47-22-20. Delivery to secretary of state–Fees–Endorsement and filing–Issuance of certificate of amendment. The original and the copy of the articles of amendment shall be delivered to the secretary of state. If the secretary of state finds that the articles of amendment conform to law, when all fees have been paid as prescribed in chapter 47-28, […]
47-22-21. Effective date of amendment. Upon the issuance of the certificate of amendment by the secretary of state, the amendment shall become effective and the articles of incorporation shall be deemed to be amended accordingly. Source: SL 1965, ch 24, §38.
47-22-22. Preexisting actions unaffected–Change of name as not abating action. No amendment to the articles of incorporation shall affect any existing cause of action in favor of or against such corporation, or any pending action to which such corporation shall be a party, or the existing rights of persons other than members; and, in the […]
47-22-23. Restatement of articles of incorporation–Procedure. A domestic corporation may at any time restate its articles of incorporation as theretofore amended, in the manner provided by §§47-22-24 to 47-22-30, inclusive. Source: SL 1965, ch 24, §39.
47-22-24. Resolution of restatement–Submission to members. If there are members entitled to vote thereon, the board of directors shall adopt a resolution setting forth the proposed restated articles of incorporation and directing that they be submitted to a vote at a meeting of members entitled to vote thereon, which may be either an annual or […]
47-22-25. Notice of proposed restatement–Contents of notice. Written notice setting forth the proposed restated articles or a summary of the provisions thereof shall be given to each member entitled to vote thereon, within the time and in the manner provided in chapter 47-23 for the giving of notice of meetings of members. If the meeting […]
47-22-26. Vote of membership–Majority vote required. At the meeting required by §47-22-25 a vote of the members entitled to vote thereon shall be taken on the proposed restated articles, which shall be adopted upon receiving the affirmative vote of a majority of the members entitled to vote thereon present at such meeting or represented by […]
47-22-27. Procedure in absence of members entitled to vote–Adoption of restatement by board of directors. If there are no members, or no members entitled to vote thereon, the proposed restated articles shall be adopted at a meeting of the board of directors upon receiving the affirmative vote of a majority of the directors in office. […]
