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 forth:
(1)The name of the corporation;
(2)The period of its duration;
(3)The purpose or purposes which the corporation is authorized to pursue; and
(4)Any other provisions, not inconsistent with law, which are then set forth in the articles of incorporation as theretofore amended, except that it shall not be necessary to set forth in the restated articles of incorporation the registered office of the corporation, its registered agent, its directors, or its incorporators.
The restated articles of incorporation shall state that they correctly set forth the provisions of the articles of incorporation as theretofore amended, that they have been duly adopted as required by law and that they supersede the original articles of incorporation and all amendments thereto.
The original and the copy of the restated articles of incorporation shall be delivered to the secretary of state.
Source: SL 1965, ch 24, §39; SL 1989, ch 393, §8.
Structure South Dakota Codified Laws
Chapter 22 - Nonprofit Corporations--Formation And General Powers
Section 47-22-1 - Definitions.
Section 47-22-2 - Applicability to domestic corporations.
Section 47-22-2.1 - Applicability to corporations existing prior to 1965.
Section 47-22-3 - Applicability to foreign corporations.
Section 47-22-4 - Purposes and authority of corporations--Particular purposes--Exceptions.
Section 47-22-5 - Incorporators--Articles of incorporation.
Section 47-22-6 - Contents of articles of incorporation--Necessary recitals.
Section 47-22-7 - Corporate name--Indication of purpose.
Section 47-22-8.1 - Use of same or similar name prohibited--Non-English name to be transliterated.
Section 47-22-9 - Reservation of name--Parties entitled to reserve.
Section 47-22-10 - Procedure for reservation of name--Maximum time of reservation.
Section 47-22-14 - Amending articles of incorporation.
Section 47-22-15 - Procedure for amendment.
Section 47-22-18 - Submission of more than one amendment.
Section 47-22-19 - Articles of amendment--Contents of articles.
Section 47-22-21 - Effective date of amendment.
Section 47-22-22 - Preexisting actions unaffected--Change of name as not abating action.
Section 47-22-23 - Restatement of articles of incorporation--Procedure.
Section 47-22-24 - Resolution of restatement--Submission to members.
Section 47-22-25 - Notice of proposed restatement--Contents of notice.
Section 47-22-26 - Vote of membership--Majority vote required.
Section 47-22-28.1 - Restated articles may incorporate proposed amendments--Conditions.
Section 47-22-30 - Effective date of restated articles.
Section 47-22-31 - Meeting of first board of directors--Organization meeting--Notice of meeting.
Section 47-22-32 - First meeting of members--Notice of meeting.
Section 47-22-33 - Adoption of initial bylaws--Amendment of bylaws--Permissible contents of bylaws.
Section 47-22-33.1 - Method of providing notice to members or directors.
Section 47-22-35 - Emergency bylaws--Conditions creating emergency.
Section 47-22-36 - Provisions of emergency bylaws--Meetings of directors--Attendance--Priorities.
Section 47-22-37 - Modification of lines of succession during emergency.
Section 47-22-38 - Changing head office during emergency.
Section 47-22-39 - Duration of emergency bylaws.
Section 47-22-40 - Notice of meetings during emergency--Quorum.
Section 47-22-41 - Liability for actions during emergency--Willful misconduct.
Section 47-22-52 - Powers of corporation--Perpetual succession.
Section 47-22-53 - Powers of corporation--Capacity to sue and be sued.
Section 47-22-54 - Powers of corporation--Corporate seal.
Section 47-22-55 - Powers of corporation--Dealing in real or personal property.
Section 47-22-56 - Powers of corporation--Disposal of corporate assets.
Section 47-22-57 - Powers of corporation--Lending money.
Section 47-22-58 - Powers of corporation--Securities holdings--Government obligations.
Section 47-22-59 - Powers of corporation--Contracting--Borrowing--Issuance of securities.
Section 47-22-60 - Powers of corporation--Lending--Investing--Property holding.
Section 47-22-61 - Powers of corporation--Extraterritorial operations.
Section 47-22-62 - Powers of corporation--Officers and agents.
Section 47-22-63 - Powers of corporation--Adoption of bylaws.
Section 47-22-64 - Powers of corporation--Donations--Wartime donations.
Section 47-22-65.1 - Powers of corporation--Indemnification--Defense of actions.
Section 47-22-65.2 - Indemnification against expenses and attorneys' fees.
Section 47-22-65.3 - Authorization of indemnification--Requirements--Manner of determination.
Section 47-22-65.6 - Powers of corporation--Purchase and maintenance of liability insurance.
Section 47-22-65.7 - Corporation defined.
Section 47-22-65.8 - Definition of other terms.
Section 47-22-66 - Powers of corporation--Pension plans.
Section 47-22-67 - Powers of corporation--Cessation of activities.
Section 47-22-68 - Powers of corporation--Other powers.
Section 47-22-68.1 - Restrictions on private foundations--Definition of terms.
Section 47-22-68.3 - Self-dealing by foundation prohibited.
Section 47-22-68.4 - Distributions required of foundation.
Section 47-22-68.5 - Excess business holdings prohibited to foundation.
Section 47-22-68.6 - Investments which jeopardize charitable purpose prohibited to foundation.
Section 47-22-68.7 - Taxable expenditures prohibited to foundation.
Section 47-22-68.8 - Judicial determination that required restrictions would be contrary to charter.
Section 47-22-68.9 - State powers over corporation unimpaired.
Section 47-22-69 - Ultra vires unavailable to invalidate transfers of property.
Section 47-22-73 - Unauthorized acting as corporation--Liability.
Section 47-22-74 - Legislative power to prescribe additional regulations.
Section 47-22-74.1 - Privacy protection policy for social security numbers of volunteers.
Section 47-22-75 - Prior incorporations validated--Previously pending actions.
Section 47-22-76 - Rights vested under prior statutes unaffected.