47-25-28. Authorization for transfer in corporation having no members entitled to vote.
Where there are no members, or no members entitled to vote thereon, a sale, lease, exchange, mortgage, pledge, or other disposition of all, or substantially all, the property and assets of a corporation shall be authorized upon receiving the vote of a majority of the directors in office.
Source: SL 1965, ch 24, ยง46 (2).
Structure South Dakota Codified Laws
Chapter 25 - Nonprofit Corporations--Reorganization
Section 47-25-1 - Merger of corporations--Plan of merger--Contents of plan.
Section 47-25-2 - Amendment of surviving corporation's articles.
Section 47-25-3 - Consolidation of corporations--Plan of consolidation--Contents of plan.
Section 47-25-4 - Articles of consolidation as governing new corporation.
Section 47-25-5 - Adoption of plan of merger or consolidation.
Section 47-25-7 - Two-thirds vote required for approval.
Section 47-25-8 - Corporations having no members entitled to vote--Approval by directors.
Section 47-25-9 - Abandonment of merger or consolidation plan.
Section 47-25-12 - Effective date of merger or consolidation.
Section 47-25-13 - Formation of single corporation--Surviving corporation.
Section 47-25-14 - Cessation of previous corporate existence.
Section 47-25-15 - Rights and duties of surviving corporation.
Section 47-25-18 - Merger or consolidation involving foreign corporation.
Section 47-25-21 - Effect of merger or consolidation of foreign and domestic corporation.
Section 47-25-22 - Surviving corporation as governed by foreign law.
Section 47-25-23 - Abandonment of merger or consolidation.
Section 47-25-24 - Transfer of substantially all corporate assets.
Section 47-25-25 - Vote upon transfer of corporate assets--Notice of meeting--Contents of notice.
Section 47-25-26 - Authorization of transfer by members--Two-thirds vote required.
Section 47-25-27 - Abandonment of transfer plan after vote of members--Rights of third parties.
Section 47-25-28 - Authorization for transfer in corporation having no members entitled to vote.