47-23-1. Classes of members–Corporations without members–Articles of incorporation as governing–Certificates of membership. A corporation may have one or more classes of members or may have no members. If the corporation has one or more classes of members, the designation of such class or classes and the qualifications and rights of the members of each class […]
47-23-10. Cumulative voting for directors. The articles of incorporation or the bylaws may provide that in all elections for directors every member entitled to vote shall have the right to cast the whole number of his votes for one candidate or distribute them upon two or more candidates, as he may prefer. Source: SL 1965, […]
47-23-11. Corporations without members entitled to vote–Powers of directors. If a corporation has no members or its members have no right to vote, the directors shall have the sole voting power. Source: SL 1965, ch 24, §17.
47-23-12. Bylaw provisions governing vote or quorum–Quorum in absence of bylaw provision–Majority vote required. The bylaws may provide the number or percentage of members entitled to vote represented in person or by proxy, or the number or percentage of votes represented in person or by proxy, which shall constitute a quorum at a meeting of […]
47-23-13. Board of directors–Qualifications of directors. Except as authorized by §47-23-22, the affairs of a corporation shall be managed by a board of directors. Directors need not be members of the corporation unless the articles of incorporation or the bylaws so require. The articles of incorporation or the bylaws may prescribe other qualifications for directors. […]
47-23-14. Number of directors–Bylaws as governing–Increasing or decreasing number of directors–Decrease as not affecting term. The number of directors of a corporation shall not be less than three. Subject to such limitation, the number of directors shall be fixed by the bylaws, except as to the number of the first board of directors which number […]
47-23-15. First board of directors–Term of office. The directors constituting the first board of directors shall be named in the articles of incorporation and shall hold office until the first annual election of directors or for such other period as may be specified in the articles of incorporation or the bylaws. Source: SL 1965, ch […]
47-23-16. Election or appointment of directors–Term of office. Directors after the first board shall be elected or appointed in the manner and for the terms provided in the articles of incorporation or the bylaws. In the absence of a provision fixing the term of office, the term of office of a director shall be one […]
47-23-17. Classes of directors–Term of office. Directors may be divided into classes and the terms of office of the several classes need not be uniform. Each director shall hold office for the term for which he is elected or appointed and until his successor shall have been elected or appointed and qualified. Source: SL 1965, […]
47-23-18. Removal of directors. A director may be removed from office pursuant to any procedure therefor provided in the articles of incorporation. Source: SL 1965, ch 24, §20.
47-23-19. Vacancy on board of directors–Filling by majority vote of remaining directors–Term of office. Any vacancy occurring in the board of directors and any directorship to be filled by reason of an increase in the number of directors may be filled by the affirmative vote of a majority of the remaining directors, though less than […]
47-23-2. Exoneration from personal liability. The directors, officers, employees, and members of the corporation shall not, as such, be liable on its obligations. Source: SDC 1939, §11.1406; SL 1965, ch 24, §12.
47-23-2.1. Liability of director, trustee, committee member, or officer serving without compensation. No director, trustee, committee member, or officer serving without compensation, other than reimbursement for actual expenses, of any corporation organized under this chapter or under similar laws of another state, or any hospital organized pursuant to chapter 34-8, 34-9, or 34-10 is liable, […]
47-23-20. Quorum of directors–Provisions of articles or bylaws as governing. A majority of the number of directors fixed by the bylaws, or in the absence of a bylaw fixing the number of directors, then of the number stated in the articles of incorporation, shall constitute a quorum for the transaction of business, unless otherwise provided […]
47-23-21. Meetings by teleconference. Meetings of the board of directors, regular or special, may be held either within or without this state, and upon such notice as the bylaws may prescribe. Attendance of a director at any meeting shall constitute a waiver of notice of such meeting except where a director attends a meeting for […]
47-23-22. Committees–Authority and function–Responsibility of board of directors. If the articles of incorporation or the bylaws so provide, the board of directors may designate one or more committees each of which shall consist of one or more directors and such additional members as specified in the resolution which such additional members need not be a […]
47-23-23. Articles or bylaws as governing vote of directors. Whenever, with respect to any action to be taken by the members or directors of a corporation, the articles of incorporation or bylaws require the vote or concurrence of a greater proportion of the directors or members or any class of members than required by chapters […]
47-23-24. Corporate officers–Appointment and term of office–Ex officio members of board of directors. The officers of a corporation shall consist of a president, one or more vice-presidents, a secretary, a treasurer, and such other officers and assistant officers as may be deemed necessary, each of whom shall be elected or appointed at such time and […]
47-23-25. Removal of officers–Contract rights unaffected. Any officer or agent elected or appointed may be removed by the persons authorized to elect or appoint such officer whenever in their judgment the best interests of the corporation will be served thereby. The removal of an officer or agent shall be without prejudice to the contract rights, […]
47-23-26. Notice to members or directors–Written waiver. Whenever any notice is required to be given to any member or director of a corporation under the provisions of chapters 47-22 to 47-28, inclusive, or under the provisions of the articles of incorporation or bylaws of the corporation, a waiver thereof in writing signed by the person […]
