47-15-4. Articles of incorporation--Contents.
The articles of incorporation shall set forth that they are executed pursuant to the provisions of this chapter and shall state:
(1)The name of the cooperative;
(2)The period of existence, unless perpetual;
(3)The purposes for which organized. It is sufficient to state that the cooperative may engage in any activity within the purposes for which cooperatives may be organized, and all such activities shall then be deemed within its purposes, subject to express limitations;
(4)Whether the cooperative is organized with or without capital stock;
(5)The designation of classes of members, if more than one;
(6)The number and par value of shares of each authorized class of stock; if more than one class is authorized, the designation, preferences, limitations, and relative rights of each class shall also be set forth;
(7)Which classes of stock are membership stock;
(8)As to each class of stock, the rate of dividend, or that the rate of dividend may be fixed by the board, or that no dividend will be paid;
(9)Any reservation of a right to acquire or recall any stock;
(10)The basis of distribution of assets in the event of liquidation;
(11)The municipality in this state in which the cooperative's principal office is to be located and the information required by §59-11-6;
(12)The number of directors, or that the number of directors shall be as stated in the bylaws;
(13)The name and address of each incorporator; and
(14)The names and addresses of at least three incorporators who will act as the temporary board and will serve until the first annual meeting of members or stockholders.
Source: SDC 1939, §11.1105 as enacted by SL 1965, ch 23, §1; SL 1966, ch 16, §1; SL 1989, ch 390, §1; SL 1990, ch 367, §10; SL 1992, ch 60, §2; SL 2008, ch 275, §55.
Structure South Dakota Codified Laws
Chapter 15 - Cooperatives--Formation And General Powers
Section 47-15-1 - Definitions.
Section 47-15-2 - Purposes--Banking and insurance prohibited.
Section 47-15-3 - Requisites for formation.
Section 47-15-4 - Articles of incorporation--Contents.
Section 47-15-5 - Particular provisions in articles or bylaws.
Section 47-15-6 - Filing articles with secretary of state--Beginning of corporate existence.
Section 47-15-8 - Amendment of articles--Majority vote required.
Section 47-15-9 - Procedure for amending articles.
Section 47-15-10 - Filing with secretary of state--Certificate of amendment.
Section 47-15-11 - Effect of amendment.
Section 47-15-12 - Articles and bylaws--Action to invalidate amendment--Limitations.
Section 47-15-13 - Bankruptcy proceeding as amendment.
Section 47-15-14 - Amendment converting corporation to cooperative.
Section 47-15-15 - Adoption of restated articles.
Section 47-15-16 - Bylaws--Adoption and amendment.
Section 47-15-17 - Bylaws--Majority vote.
Section 47-15-20 - Offices and agents of preexisting cooperatives.
Section 47-15-27 - Powers of cooperatives--Existence.
Section 47-15-28 - Powers of cooperatives--Actions.
Section 47-15-29 - Powers of cooperatives--Seals.
Section 47-15-30 - Powers of cooperatives--Contracts--Encumbrances.
Section 47-15-31 - Powers of cooperatives--Securities holdings.
Section 47-15-32 - Powers of cooperatives--Investments and lending.
Section 47-15-33 - Powers of cooperatives--Territorial.
Section 47-15-34 - Powers of cooperatives--Officers and agents.
Section 47-15-35 - Powers of cooperatives--Bylaws.
Section 47-15-36 - Powers of cooperatives--Donations.
Section 47-15-37 - Powers of cooperatives--Indemnification of agents.
Section 47-15-38 - Powers of cooperatives--Cessation of activities.
Section 47-15-39 - Powers of cooperatives--Effectuation of purpose.
Section 47-15-40 - Promotion expenses--Commissions on stock sales--Limitations.
Section 47-15-41 - Use of term "cooperative".
Section 47-15-42 - Unauthorized use of term "cooperative" as petty offense.
Section 47-15-43 - Injunction against unauthorized use of term "cooperative".
Section 47-15-44 - Cooperatives governed by chapter--Preexisting cooperatives.
Section 47-15-45 - Continuation of preexisting cooperatives.
Section 47-15-46 - Duration of existence of preexisting cooperatives.
Section 47-15-47 - Method of giving notice--Waiver of notice.
Section 47-15-48 - Cooperatives governed by other laws.
Section 47-15-49 - Severability and saving clause.