47-22-28. Approval of restated articles–Contents of articles–Delivery to secretary of state. Upon approval pursuant to §47-22-26 or 47-22-27, one original and one exact or conforming copy of the restated articles of incorporation shall be executed by the chairman of the board of directors, by its president, or by another of its officers and shall set […]
47-22-28.1. Restated articles may incorporate proposed amendments–Conditions. When filing restated articles of incorporation with the secretary of state pursuant to §47-22-28, the restated articles may incorporate proposed amendments if: (1)The provisions of §§47-22-16 and 47-22-17 have been complied with; (2)The information required pursuant to §47-22-19 accompanies the filing; (3)The filing contains a statement that, except […]
47-22-29. Approval by secretary of state–Fees–Endorsement and filing–Issuance of restated certificate of incorporation. If the secretary of state finds that restated articles delivered to him pursuant to §47-22-28 conform to law, when all fees have been paid as prescribed in chapter 47-28, he shall: (1)Endorse the word “filed” on the original and the copy and […]
47-22-3. Applicability to foreign corporations. The provisions of chapters 47-22 to 47-28, inclusive, relating to foreign corporations shall apply to all foreign nonprofit corporations doing or engaging in any business in this state for a purpose or purposes for which a corporation might be organized under this chapter. Source: SL 1965, ch 24, §3.
47-22-30. Effective date of restated articles. Upon the issuance of the restated certificate of incorporation by the secretary of state, the restated articles of incorporation shall become effective and shall supersede the original articles of incorporation and all amendments thereto. Source: SL 1965, ch 24, §39.
47-22-31. Meeting of first board of directors–Organization meeting–Notice of meeting. After the issuance of the certificate of incorporation an organization meeting of the board of directors named in the articles of incorporation shall be held, either within or without this state, at the call of a majority of the incorporators, for the purpose of adopting […]
47-22-32. First meeting of members–Notice of meeting. A first meeting of the members may be held at the call of the directors, or a majority of them, upon at least three days’ notice, for such purposes as shall be stated in the notice of the meeting. Source: SL 1965, ch 24, §34.
47-22-33. Adoption of initial bylaws–Amendment of bylaws–Permissible contents of bylaws. The initial bylaws of a corporation shall be adopted by its board of directors. The power to alter, amend, or repeal the bylaws or adopt new bylaws shall be vested in the board of directors unless otherwise provided in the articles of incorporation or the […]
47-22-33.1. Method of providing notice to members or directors. If so provided in the articles of incorporation or bylaws of the corporation, any written notice required to be provided to any member or director pursuant to any provision of chapters 47-22 to 47-28, inclusive, may be sent by any reasonable means of transmission set forth […]
47-22-34. Changing number of board of directors–Bylaws controlling absent provision in articles. Unless the articles of incorporation provide that a change in the number of directors shall be made only by amendment to the articles of incorporation, a change in the number of directors made by amendment to the bylaws shall be controlling. In all […]
47-22-35. Emergency bylaws–Conditions creating emergency. The board of directors of any corporation may adopt emergency bylaws, which shall, notwithstanding any different provision elsewhere in chapters 47-22 to 47-28, inclusive, or in the articles of incorporation or bylaws, be operative during any emergency in the conduct of the affairs of the corporation resulting from any national […]
47-22-36. Provisions of emergency bylaws–Meetings of directors–Attendance–Priorities. The emergency bylaws adopted pursuant to §47-22-35 may make any provision that may be practical and necessary for the circumstances of the emergency, including provisions that: (1)A meeting of the board of directors may be called by any officer or director in such manner and under such conditions […]
47-22-37. Modification of lines of succession during emergency. The board of directors, either before or during any emergency described in §47-22-35, may provide, and from time to time modify, lines of succession in the event that during any such emergency any or all officers or agents of the corporation shall for any reason be rendered […]
47-22-38. Changing head office during emergency. The board of directors, either before or during any emergency described in §47-22-35, may, effective in the emergency, change the head office or designate several alternative head offices or regional offices, or authorize the officers so to do. Source: SL 1965, ch 24, §14.
47-22-39. Duration of emergency bylaws. To the extent not inconsistent with any emergency bylaws adopted pursuant to §47-22-35, the bylaws of the corporation shall remain in effect during any emergency described in §47-22-35 and upon its termination the emergency bylaws shall cease to be operative. Source: SL 1965, ch 24, §14.
47-22-4. Purposes and authority of corporations–Particular purposes–Exceptions. Corporations may be organized under this chapter for any lawful purpose, including, but not limited to, any one or more of the following purposes: (1)Agricultural; (2)Animal husbandry; (3)Athletic; (4)Benevolent; (5)Charitable; (6)Civic; (7)Cultural; (8)Educational; (9)Eleemosynary; (10)Fraternal; (11)Horticultural; (12)Literary; (13)Patriotic; (14)Political; (15)Religious; (16)Scientific; (17)Social; and (18)Professional, commercial, industrial, or trade […]
47-22-40. Notice of meetings during emergency–Quorum. Unless otherwise provided in emergency bylaws, notice of any meeting of the board of directors during any emergency described in §47-22-35 may be given only to such of the directors as it may be feasible to reach at the time and by such means as may be feasible at […]
47-22-41. Liability for actions during emergency–Willful misconduct. No officer, director, or employee acting in accordance with any emergency bylaws shall be liable except for willful misconduct. No officer, director, or employee shall be liable for any action taken by him in good faith in any emergency described in §47-22-35 in furtherance of the ordinary affairs […]
47-22-5. Incorporators–Articles of incorporation. One or more natural persons of the age of majority may act as incorporators of a corporation by delivering to the secretary of state the articles of incorporation for such corporation. Delivery may be made by electronic transmission if and to the extent permitted by the Office of the Secretary of […]
47-22-52. Powers of corporation–Perpetual succession. Each corporation shall have power to have perpetual succession by its corporate name unless a limited period of duration is stated in its articles of incorporation. Source: SDC 1939, §11.1405; SL 1965, ch 24, §5 (1).
