47-21-24. Two-thirds vote required for approval--Articles of conversion--Contents of articles--Affidavit of compliance.
If the proposition for the conversion of the corporation described in §47-21-22 into a cooperative and the proposed articles of conversion, with any amendments, are approved by the affirmative vote of not less than two-thirds of those members of such corporation voting thereon at such meeting, or, if such corporation is a stock corporation, by the affirmative vote of the holders of not less than two-thirds of those shares of the capital stock of such corporation represented at such meeting and voting thereon, or in the case of a corporation having no members and no shares of its capital stock outstanding, by the affirmative vote of not less than two-thirds of its incorporators, articles of conversion in the form approved shall be executed and acknowledged on behalf of such corporation by its president or vice-president and its seal shall be affixed thereto and attested by its secretary. The articles of conversion shall recite that they are executed pursuant to this chapter and shall state:
(1)The name of the corporation and the address of its principal office prior to its conversion into a cooperative;
(2)The statute or statutes under which it was organized;
(3)A statement that such corporation elects to become a cooperative, nonprofit membership corporation subject to this chapter;
(4)Its name as a cooperative;
(5)The address of the principal office of the cooperative;
(6)The names and addresses of the directors of the cooperative; and
(7)The manner in which members, stockholders or incorporators of such corporation may or shall become members of the cooperative;
and may contain any provisions not inconsistent with this chapter deemed necessary or advisable for the conduct of the business of the cooperative. The president or vice-president executing such articles of conversion shall make and annex thereto an affidavit stating that the provisions of this section and §47-21-23 were duly complied with in respect of such articles. The articles of conversion shall be deemed to be the articles of incorporation of the cooperative.
Source: SL 1947, ch 33, §20; SDC Supp 1960, §11.2220 (2).
Structure South Dakota Codified Laws
Chapter 21 - Rural Electric Cooperatives
Section 47-21-1 - Definitions.
Section 47-21-2 - Purpose and authority.
Section 47-21-3 - Name of cooperative--Exceptions.
Section 47-21-4 - Exclusive use of particular words.
Section 47-21-5 - Requirement that name be distinct.
Section 47-21-6 - Incorporators--Requisites and qualifications.
Section 47-21-7 - Articles of incorporation--Unnecessary recitals--Signing of articles.
Section 47-21-8 - Amendment of articles--Procedure--Two-thirds vote required.
Section 47-21-9 - Required recitals in amendment--Affidavit of compliance.
Section 47-21-10 - Board of directors--Bylaws--Meetings by teleconference.
Section 47-21-11 - Compensation of directors.
Section 47-21-12 - First directors--Term of office.
Section 47-21-13 - Election of directors--Maximum term of office.
Section 47-21-14 - Quorum of directors.
Section 47-21-15 - Husband and wife as directors.
Section 47-21-16 - Powers of board of directors.
Section 47-21-17 - Directors not disqualified from acknowledging instruments.
Section 47-21-18 - Adoption of first bylaws by directors--Subsequent bylaws adopted by members.
Section 47-21-19 - Provisions of bylaws.
Section 47-21-21 - Officers--Election and qualifications--Removal of officers.
Section 47-21-22 - Conversion of corporation into cooperative.
Section 47-21-23 - Submission of conversion proposition to stockholders--Notice of meeting.
Section 47-21-25 - Consolidating cooperatives.
Section 47-21-26 - Submission of consolidation proposition to members--Notice of meeting.
Section 47-21-28 - Merging cooperatives.
Section 47-21-29 - Submission of merger proposition to members--Notice of meeting.
Section 47-21-32 - Transfer of rights and obligations to surviving cooperative.
Section 47-21-34 - Rights of creditors and lienors unaffected by consolidation or merger.
Section 47-21-36 - Dissolution after commencement of business.
Section 47-21-37 - Submission of dissolution proposition to members--Majority vote required.
Section 47-21-41 - Articles of dissolution--Contents of articles.
Section 47-21-43 - Fee schedule of secretary of state.
Section 47-21-44 - Encumbering cooperative property in favor of governmental agency permitted.
Section 47-21-46 - Place of recordation of encumbrance.
Section 47-21-46.4 - Applicability of other laws--Single filing--Index.
Section 47-21-46.5 - Assignment or discharge of trust deed or mortgage.
Section 47-21-46.6 - Filing fee.
Section 47-21-47 - After-acquired property as subject to encumbrance--Recordation as notice.
Section 47-21-48 - Encumbrance against personal property--Continuance of lien without refiling.
Section 47-21-49 - Members of cooperatives--Qualifications.
Section 47-21-50 - Use of electric energy required--Failure to make energy available.
Section 47-21-52 - Liability of members for acts of cooperative.
Section 47-21-53 - Annual members' meeting.
Section 47-21-54 - Special meetings for members--Procedure for calling.
Section 47-21-55 - Notice of meeting--Contents of notice--Method of giving notice.
Section 47-21-57 - Voting by members--Spouse voting for member--Mail voting.
Section 47-21-58 - Waiver of notice--Attendance as waiver--Exceptions.
Section 47-21-59 - Powers of cooperative--Capacity to sue and be sued.
Section 47-21-60 - Powers of cooperative--Perpetual existence.
Section 47-21-61 - Powers of cooperative--Corporate seal.
Section 47-21-62 - Powers of cooperative--Generation and distribution of electric energy.
Section 47-21-63 - Powers of cooperative--Dealing in property and equipment.
Section 47-21-64 - Powers of cooperative--Franchises, licenses and easements.
Section 47-21-65 - Powers of cooperative--Borrowing--Security for borrowing.
Section 47-21-67 - Powers of cooperative--Eminent domain.
Section 47-21-68 - Powers of cooperative--Joining other cooperatives.
Section 47-21-69 - Powers of cooperative--Extraterritorial powers.
Section 47-21-70 - Powers of cooperative--Bylaws.
Section 47-21-71 - Powers of cooperative--Other powers.
Section 47-21-72 - Requirement that cooperative be nonprofit--Disposition of revenues.
Section 47-21-73 - Municipal corporation or county grant to use public streets.
Section 47-21-76 - Change of location of principal office--Certificate to secretary of state.
Section 47-21-77 - Securities regulation laws inapplicable.
Section 47-21-78 - Construction of chapter.
Section 47-21-79 - Limitation of actions.
Section 47-21-80 - Severability and saving clause.
Section 47-21-81 - Citation of chapter.
Section 47-21-83 - Forfeiture of unclaimed credits.
Section 47-21-84 - Application of South Dakota's Public Communications Network Infrastructure.