The South Dakota Nonprofit Corporation Act found in Title 47 of the South Dakota Codified Laws is broken down into the following Chapters:

  • Chapter 47-22. Nonprofit Corporations--Formation And General Powers

  • Chapter 47-23. Nonprofit Corporations--Members, Directors, Officers And Agents

  • Chapter 47-24. Nonprofit Corporations--Records, Fiscal Affairs And Reports

  • Chapter 47-25. Nonprofit Corporations--Reorganization

  • Chapter 47-25A. Nonprofit Corporations--Domestication And Conversion

  • Chapter 47-26. Nonprofit Corporations--Dissolution And Liquidation

  • Chapter 47-27. Foreign Nonprofit Corporations

  • Chapter 47-28. Nonprofit Corporations--Supervision By Secretary Of State

Chapter 47-22. Nonprofit Corporations--Formation And General Powers

Section Name Section Number
Definitions. § 47-22-1
Applicability to domestic corporations. § 47-22-2
Applicability to corporations existing prior to 1965. § 47-22-2.1
Applicability to foreign corporations. § 47-22-3
Purposes and authority of corporations--Particular purposes--Exceptions. § 47-22-4
Incorporators--Articles of incorporation. § 47-22-5
Contents of articles of incorporation--Necessary recitals. § 47-22-6
Corporate name--Indication of purpose. § 47-22-7
Repealed. § 47-22-8
Use of same or similar name prohibited--Non-English name to be transliterated. § 47-22-8.1
Reservation of name--Parties entitled to reserve. § 47-22-9
Procedure for reservation of name--Maximum time of reservation. § 47-22-10
Transfer of reserved right--Notification to secretary of state. § 47-22-11
Articles of incorporation--Endorsement and filing by secretary of state--Issuance of certificate of incorporation. § 47-22-12
Commencement of corporate existence--Certificate as conclusive evidence of compliance--Exceptions. § 47-22-13
Amending articles of incorporation. § 47-22-14
Procedure for amendment. § 47-22-15
Resolution of amendment--Submission to members at meeting--Notice of meeting--Contents of notice--Written notice of adoption required--Majority vote required. § 47-22-16
Procedure in absence of members entitled to vote--Adoption of amendment by board of directors. § 47-22-17
Submission of more than one amendment. § 47-22-18
Articles of amendment--Contents of articles. § 47-22-19
Delivery to secretary of state--Fees--Endorsement and filing--Issuance of certificate of amendment. § 47-22-20
Effective date of amendment. § 47-22-21
Preexisting actions unaffected--Change of name as not abating action. § 47-22-22
Restatement of articles of incorporation--Procedure. § 47-22-23
Resolution of restatement--Submission to members. § 47-22-24
Notice of proposed restatement--Contents of notice. § 47-22-25
Vote of membership--Majority vote required. § 47-22-26
Procedure in absence of members entitled to vote--Adoption of restatement by board of directors. § 47-22-27
Approval of restated articles--Contents of articles--Delivery to secretary of state. § 47-22-28
Restated articles may incorporate proposed amendments--Conditions. § 47-22-28.1
Approval by secretary of state--Fees--Endorsement and filing--Issuance of restated certificate of incorporation. § 47-22-29
Effective date of restated articles. § 47-22-30
Meeting of first board of directors--Organization meeting--Notice of meeting. § 47-22-31
First meeting of members--Notice of meeting. § 47-22-32
Adoption of initial bylaws--Amendment of bylaws--Permissible contents of bylaws. § 47-22-33
Method of providing notice to members or directors. § 47-22-33.1
Changing number of board of directors--Bylaws controlling absent provision in articles. § 47-22-34
Emergency bylaws--Conditions creating emergency. § 47-22-35
Provisions of emergency bylaws--Meetings of directors--Attendance--Priorities. § 47-22-36
Modification of lines of succession during emergency. § 47-22-37
Changing head office during emergency. § 47-22-38
Duration of emergency bylaws. § 47-22-39
Notice of meetings during emergency--Quorum. § 47-22-40
Liability for actions during emergency--Willful misconduct. § 47-22-41
Repealed. § 47-22-42 to 47-22-51.
Powers of corporation--Perpetual succession. § 47-22-52
Powers of corporation--Capacity to sue and be sued. § 47-22-53
Powers of corporation--Corporate seal. § 47-22-54
Powers of corporation--Dealing in real or personal property. § 47-22-55
Powers of corporation--Disposal of corporate assets. § 47-22-56
Powers of corporation--Lending money. § 47-22-57
Powers of corporation--Securities holdings--Government obligations. § 47-22-58
Powers of corporation--Contracting--Borrowing--Issuance of securities. § 47-22-59
Powers of corporation--Lending--Investing--Property holding. § 47-22-60
Powers of corporation--Extraterritorial operations. § 47-22-61
Powers of corporation--Officers and agents. § 47-22-62
Powers of corporation--Adoption of bylaws. § 47-22-63
Powers of corporation--Donations--Wartime donations. § 47-22-64
Repealed. § 47-22-65
Powers of corporation--Indemnification--Defense of actions. § 47-22-65.1
Indemnification against expenses and attorneys' fees. § 47-22-65.2
Authorization of indemnification--Requirements--Manner of determination. § 47-22-65.3
Authorization of payment of expenses prior to final disposition of action--Receipt of undertaking--Terms and conditions. § 47-22-65.4
Indemnification not exclusive of other rights--Continuation of benefits to former employees--Benefits to deceased employees. § 47-22-65.5
Powers of corporation--Purchase and maintenance of liability insurance. § 47-22-65.6
Corporation defined. § 47-22-65.7
Definition of other terms. § 47-22-65.8
Powers of corporation--Pension plans. § 47-22-66
Powers of corporation--Cessation of activities. § 47-22-67
Powers of corporation--Other powers. § 47-22-68
Restrictions on private foundations--Definition of terms. § 47-22-68.1
Restrictive provisions as to income and property deemed incorporated in foundation charter. § 47-22-68.2
Self-dealing by foundation prohibited. § 47-22-68.3
Distributions required of foundation. § 47-22-68.4
Excess business holdings prohibited to foundation. § 47-22-68.5
Investments which jeopardize charitable purpose prohibited to foundation. § 47-22-68.6
Taxable expenditures prohibited to foundation. § 47-22-68.7
Judicial determination that required restrictions would be contrary to charter. § 47-22-68.8
State powers over corporation unimpaired. § 47-22-68.9
Ultra vires unavailable to invalidate transfers of property. § 47-22-69
Circumstances under which ultra vires may be asserted--Actions by members or directors--Injunctions. § 47-22-70
Circumstances under which ultra vires may be asserted--Actions by corporation against officers or directors. § 47-22-71
Circumstances under which ultra vires may be asserted--Actions by attorney general to dissolve or enjoin corporation. § 47-22-72
Unauthorized acting as corporation--Liability. § 47-22-73
Legislative power to prescribe additional regulations. § 47-22-74
Privacy protection policy for social security numbers of volunteers. § 47-22-74.1
Prior incorporations validated--Previously pending actions. § 47-22-75
Rights vested under prior statutes unaffected. § 47-22-76
Severability and saving clause. § 47-22-77
Citation of nonprofit corporation law. § 47-22-78
 

Chapter 47-23. Nonprofit Corporations--Members, Directors, Officers And Agents
Section Name Section Number
Classes of members--Corporations without members--Articles of incorporation as governing--Certificates of membership. § 47-23-1
Exoneration from personal liability. § 47-23-2
Liability of director, trustee, committee member, or officer serving without compensation. § 47-23-2.1
Members' meetings--Time and place. § 47-23-3
Annual members' meeting--Time and place--Failure to hold meeting. § 47-23-4
Special meetings of members--Calling special meeting--Requisite percentage of members to call special meeting. § 47-23-5
Taking action without meeting--Written consent--Effect of written consent. § 47-23-6
Notice to members of meeting--Manner of giving notice. § 47-23-7
Articles or bylaws as limiting right to vote--Vote in absence of limitation provision. § 47-23-8
Voting procedure--Proxy votes_Ballots. § 47-23-9
Cumulative voting for directors. § 47-23-10
Corporations without members entitled to vote--Powers of directors. § 47-23-11
Bylaw provisions governing vote or quorum--Quorum in absence of bylaw provision--Majority vote required. § 47-23-12
Board of directors--Qualifications of directors. § 47-23-13
Number of directors--Bylaws as governing--Increasing or decreasing number of directors--Decrease as not affecting term. § 47-23-14
First board of directors--Term of office. § 47-23-15
Election or appointment of directors--Term of office. § 47-23-16
Classes of directors--Term of office. § 47-23-17
Removal of directors. § 47-23-18
Vacancy on board of directors--Filling by majority vote of remaining directors--Term of office. § 47-23-19
Quorum of directors--Provisions of articles or bylaws as governing. § 47-23-20
Meetings by teleconference. § 47-23-21
Committees--Authority and function--Responsibility of board of directors. § 47-23-22
Articles or bylaws as governing vote of directors. § 47-23-23
Corporate officers--Appointment and term of office--Ex officio members of board of directors. § 47-23-24
Removal of officers--Contract rights unaffected. § 47-23-25
Notice to members or directors--Written waiver. § 47-23-26
Indemnification of corporate agents for liability from good faith acts on behalf of corporation. § 47-23-27
Definition of terms. § 47-23-28
Immunity of volunteers of nonprofit organizations, free clinics, certain hospitals, and governmental entities. § 47-23-29
Person not immune where negligent operation of vehicle caused injury. § 47-23-30
Effect on other statutes concerning immunity. § 47-23-31
Waiver of immunity to extent of risk sharing pool or liability insurance coverage--Volunteer serving as director, officer, or trustee exempt. § 47-23-32
 

Chapter 47-24. Nonprofit Corporations--Records, Fiscal Affairs And Reports
Section Name Section Number
Books, records, minutes, and member lists. § 47-24-1
Inspection of books or records. § 47-24-2
Shares of stock prohibited--Dividends and profits prohibited. § 47-24-3
Directors not liable for distribution in good faith reliance on financial statements or accountant's report. § 47-24-3.1
Compensation of members, directors, or officers--Distributions upon final liquidation. § 47-24-4
Loans to directors or officers--Liability for assenting to loan. § 47-24-5
Report required of domestic corporation. § 47-24-6
Repealed. § 47-24-7
Repealed. § 47-24-8
Repealed. § 47-24-9 to 47-24-12.
Repealed. § 47-24-13
Administrative dissolution. § 47-24-13.1
Notice of dissolution--Time limit for corrections--Continued existence--Authority of registered agent. § 47-24-13.2
Petition for reinstatement after dissolution of corporate existence--Execution and filing. § 47-24-14
Denial of reinstatement--Appeal--Court action. § 47-24-14.1
Change of name required on reinstatement. § 47-24-15
Conforming petition for reinstatement filed--Certificate. § 47-24-16
Notice to attorney general before sale, transfer, conversion, or merger of at least thirty percent of assets--Information to be submitted to secretary of state. § 47-24-17
 

Chapter 47-25. Nonprofit Corporations--Reorganization
Section Name Section Number
Merger of corporations--Plan of merger--Contents of plan. § 47-25-1
Amendment of surviving corporation's articles. § 47-25-2
Consolidation of corporations--Plan of consolidation--Contents of plan. § 47-25-3
Articles of consolidation as governing new corporation. § 47-25-4
Adoption of plan of merger or consolidation. § 47-25-5
Resolution of merger or consolidation--Submission to members--Notice of proposed plan. § 47-25-6
Two-thirds vote required for approval. § 47-25-7
Corporations having no members entitled to vote--Approval by directors. § 47-25-8
Abandonment of merger or consolidation plan. § 47-25-9
Approval of articles of merger or consolidation--Contents of approval--Delivery to secretary of state. § 47-25-10
Endorsement and approval by secretary of state--Issuance of certificate of merger or consolidation. § 47-25-11
Effective date of merger or consolidation. § 47-25-12
Formation of single corporation--Surviving corporation. § 47-25-13
Cessation of previous corporate existence. § 47-25-14
Rights and duties of surviving corporation. § 47-25-15
Transfer of assets and liabilities to surviving corporation--Title to real estate. § 47-25-16
New corporation as responsible for claims and liabilities--Preexisting rights unimpaired. § 47-25-17
Merger or consolidation involving foreign corporation. § 47-25-18
Compliance with local law by local corporation--Compliance with foreign law by foreign corporation. § 47-25-19
Compliance with local law by surviving corporation--Submission to service of process locally. § 47-25-20
Effect of merger or consolidation of foreign and domestic corporation. § 47-25-21
Surviving corporation as governed by foreign law. § 47-25-22
Abandonment of merger or consolidation. § 47-25-23
Transfer of substantially all corporate assets. § 47-25-24
Vote upon transfer of corporate assets--Notice of meeting--Contents of notice. § 47-25-25
Authorization of transfer by members--Two-thirds vote required. § 47-25-26
Abandonment of transfer plan after vote of members--Rights of third parties. § 47-25-27
Authorization for transfer in corporation having no members entitled to vote. § 47-25-28
 

Chapter 47-25A. Nonprofit Corporations--Domestication And Conversion
Section Name Section Number
Definitions. § 47-25A-1
Required approvals. § 47-25A-2
Domestication--Plan of domestication. § 47-25A-3
Domestication of a domestic nonprofit corporation in a foreign jurisdiction. § 47-25A-4
Articles of domestication. § 47-25A-5
Effect of domestication--Liability of member of foreign nonprofit corporation domesticated in this state. § 47-25A-6
Abandonment of domestication. § 47-25A-7
For-profit conversion--Plan of for-profit conversion. § 47-25A-8
Conversion of domestic nonprofit corporation to domestic or foreign business corporation. § 47-25A-9
Articles of for-profit conversion. § 47-25A-10
Effect of for-profit conversion--Liability of member of domestic nonprofit corporation that converts to domestic business corporation. § 47-25A-11
Abandonment of for-profit conversion. § 47-25A-12
Foreign for-profit domestication and conversion. § 47-25A-13
Articles of domestication and conversion. § 47-25A-14
Effect of foreign for-profit domestication and conversion--Liability of shareholder. § 47-25A-15
Abandonment of foreign for-profit domestication and conversion. § 47-25A-16
Effect of conversion. § 47-25A-17
Abandonment of entity conversion. § 47-25A-18
Conversion of domestic business corporation to domestic nonprofit corporation. § 47-25A-19
Plan of nonprofit conversion. § 47-25A-20
Effect of conversion of domestic business corporation to domestic nonprofit corporation. § 47-25A-21
Abandonment of conversion of domestic business corporation to domestic nonprofit corporation. § 47-25A-22
 

Chapter 47-26. Nonprofit Corporations--Dissolution And Liquidation
Section Name Section Number
Procedure for dissolution. § 47-26-1
Vote of members--Meeting for vote--Notice of meeting--Contents of notice--Two-thirds vote required. § 47-26-2
Dissolution by board of directors in corporation without members entitled to vote. § 47-26-3
Resolution to dissolve--Cessation of business affairs--Notice of proposed dissolution to creditors--Collection and distribution of assets. § 47-26-4
Manner of distribution of assets--Particular assets--Remaining assets. § 47-26-5
Plan for distribution of assets--Adoption of plan. § 47-26-6
Notice to attorney general. § 47-26-6.1
Membership vote on plan--Meeting--Notice of meeting--Two-thirds vote required. § 47-26-7
Adoption of plan by corporation having no members entitled to vote. § 47-26-8
Articles of dissolution--Time for adoption--Contents. § 47-26-9
Delivery of articles to secretary of state--Endorsement and filing by secretary of state--Issuance of certificate of dissolution. § 47-26-10
Cessation of corporate existence--Exceptions. § 47-26-11
Revocation of dissolution action--Procedure. § 47-26-12
Revocation of dissolution resolution--Meeting--Notice of meeting--Two-thirds vote required. § 47-26-13
Revocation in corporation having no members entitled to vote. § 47-26-14
Effect of adoption of revocation resolution. § 47-26-15
Involuntary dissolution by court decree--Action by attorney general--Grounds of action. § 47-26-16
Repealed. § 47-26-17
Repealed. § 47-26-18
Venue of attorney general's action--Service of process. § 47-26-19
Service by publication--Contents of publication--Newspaper of publication. § 47-26-20
Including several corporations in one notice--Mailing notice to corporation--Attorney general's certificate of mailing--Number and time of publication--Time for default. § 47-26-21
Power of court in liquidation proceedings--Actions by member or director. § 47-26-22
Power of court in liquidation proceedings--Action by creditor. § 47-26-23
Power of court in liquidation proceedings--Application by corporation. § 47-26-24
Power of court in liquidation proceedings--Action by attorney general. § 47-26-25
Venue of actions. § 47-26-26
Proper parties to action. § 47-26-27
Preservation of corporate assets--Injunctions and receivers. § 47-26-28
Appointment of liquidating receiver--Authority of receiver--Order appointing receiver. § 47-26-29
Disposition of assets resulting from sale of corporate property--Manner of distribution--Disposition of remaining assets. § 47-26-30
Expenses of liquidation--Compensation of receiver--Attorneys' fees. § 47-26-31
Capacity of receiver to sue and be sued--Jurisdiction of court. § 47-26-32
Qualifications of receiver--Bond. § 47-26-33
Claims of creditors--Proof of claim--Time for filing--Failure to file timely proofs. § 47-26-34
Discontinuance of liquidation proceedings--Redelivery of assets to corporation. § 47-26-35
Decree of involuntary dissolution--Cessation of corporate existence. § 47-26-36
Copy of decree filed with secretary of state--Fee. § 47-26-37
Disposition of undistributable assets--Unknown claimants--Deposit with state treasurer for subsequent payment. § 47-26-38
Preexisting rights and claims unaffected by dissolution--Time for assertion--Protection of remedy. § 47-26-39
Dissolution by expiration of period of duration--Extension of period of duration. § 47-26-40
 

Chapter 47-27. Foreign Nonprofit Corporations
Section Name Section Number
Certificate of authority to do business--Application--Contents of application--Forms--Execution. § 47-27-1
Delivery of application to secretary of state. § 47-27-2
Approval by secretary of state--Endorsement and filing. § 47-27-3
Issuance of certificate of authority--Authority conferred by certificate. § 47-27-4
Circumstances under which certificate may not be denied--Difference between local and foreign law--Regulation of internal affairs of corporation prohibited. § 47-27-5
Certificate as conferring no greater rights than those enjoyed by local corporations. § 47-27-6
Corporate name as affecting right to certificate--Purpose indicated by name. § 47-27-7
Name similar to or same as other corporation. § 47-27-8
Change of name to prohibited name--Suspension of certificate of authority. § 47-27-9
Certificate as not authorizing acts prohibited locally. § 47-27-10
Certificate as requisite for doing business. § 47-27-11
Failure to obtain certificate as barring suit within state. § 47-27-12
Failure to obtain certificate as not barring defense to action within state. § 47-27-13
Liability for doing business in state without certificate--Fees and reports--Interest and penalties--Action by attorney general. § 47-27-14
Repealed. § 47-27-15, 47-27-16.
Circumstances under which new certificate of authority is necessary--Change of corporate name--Additional corporate purposes--Application for new certificate of authority. § 47-27-17
Annual reports by foreign corporations. § 47-27-18
Repealed. § 47-27-19 to 47-27-28.
Contract or tort within state as consent to serve secretary of state. § 47-27-29
Repealed. § 47-27-30, 47-27-31
Withdrawal of foreign corporation from state--Certificate of withdrawal--Application to secretary of state--Contents of application. § 47-27-32
Endorsement and filing by secretary of state--Issuance of certificate of withdrawal. § 47-27-33
Cessation of authority to conduct local business. § 47-27-34
Revocation of certificate of authority--Grounds for revocation. § 47-27-35
Notice and procedure for revocation--Time for notice--Corrective action by corporation. § 47-27-36
Issuance and filing of certificate of revocation--Notice to corporation. § 47-27-37
Cessation of authority to do business locally. § 47-27-38
 

Chapter 47-28. Nonprofit Corporations--Supervision By Secretary Of State
Section Name Section Number
General powers of secretary of state. § 47-28-1
Appeal from actions of secretary of state--Notice of disapproval by secretary of state--Time for notice. § 47-28-2
Appeal to circuit court--Venue--Petition and supporting documents--Trial de novo. § 47-28-3
Right of foreign corporation to appeal revocation of certificate of authority--Procedure for appeal--Trial de novo. § 47-28-4
Appeal from order of circuit court--Procedure. § 47-28-5
Filing fees. § 47-28-6
Fee for service of process. § 47-28-7
Fee for certified copy. § 47-28-8
Prima facie effect of certificates of secretary of state--Admissibility. § 47-28-9
Repealed. § 47-28-10
Interrogatories by secretary of state to determine compliance with statutes. § 47-28-11
Answer to interrogatories--Time for answer--Extension of time--Proper party to answer. § 47-28-12
Withholding filing of documents pending answer--Certification of certain answers to attorney general. § 47-28-13
Interrogatories and answers as confidential--Exception in case of criminal proceedings. § 47-28-14
Failure to answer interrogatories--Civil fine. § 47-28-15
Director or officer failing to answer interrogatories or signing false report--Civil fine. § 47-28-16
Forms prescribed by secretary of state--Use not mandatory. § 47-28-17
Filing by electronic transmission. § 47-28-18
Delayed effective time and date of filings. § 47-28-19
 

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