Electric Cooperative Law
South Dakota · Corporations · §§ 47-21-1 to 47-21-9 · 92 sections
Overview
This act governs the formation, internal governance, and structural changes of electric cooperatives — cooperative corporations that supply electric service to their members. It fixes how the cooperative is run: the powers, election, terms, qualifications, quorum, and compensation of the board of directors (including election by district, where the bylaws divide the service area), the election and removal of officers, the required and permitted contents of the bylaws, and the circumstances under which directors, officers, agents, and employees may or may not be indemnified against liability arising from their service. It also establishes the procedures for converting an existing corporation into a cooperative and for consolidating, merging, and dissolving cooperatives — each requiring notice, a stockholder or member vote at a specified threshold, and articles filed with the secretary of state — and addresses the consequences of those changes, including the transfer of rights and obligations to a surviving cooperative, the treatment of creditors and preexisting claims, restrictions on corporate names, and the distribution of assets to patrons and members on liquidation.
Editorial summary generated from the text of this act. It is not part of the statute — read the sections below for the operative language.
In the courts
Sections of this act have been cited in 8 court decisions.
Most-cited authority: 1998 SD 67 - Satellite Cable Services, Inc. v. Northern Electric Cooperative, Inc.
Sections covered
- S.D. Codified Laws § 47-21-1Definitions
- S.D. Codified Laws § 47-21-10Board of directors--Bylaws--Meetings by teleconference
- S.D. Codified Laws § 47-21-11Compensation of directors
- S.D. Codified Laws § 47-21-12First directors--Term of office
- S.D. Codified Laws § 47-21-13Election of directors--Maximum term of office
- S.D. Codified Laws § 47-21-14Quorum of directors
- S.D. Codified Laws § 47-21-15Husband and wife as directors
- S.D. Codified Laws § 47-21-16Powers of board of directors
- S.D. Codified Laws § 47-21-17Directors not disqualified from acknowledging instruments
- S.D. Codified Laws § 47-21-19Provisions of bylaws
- S.D. Codified Laws § 47-21-2Purpose and authority2 cites
- S.D. Codified Laws § 47-21-20Bylaw provision dividing area served into districts--Election of directors by districts--District meetings--Proxy voting prohibited
- S.D. Codified Laws § 47-21-21Officers--Election and qualifications--Removal of officers
- S.D. Codified Laws § 47-21-21.147-21-21.1. Repealed by SL 2007, ch 260, § 7
- S.D. Codified Laws § 47-21-21.2Indemnification of directors, officers, agents, and employees against liability under certain circumstances
- S.D. Codified Laws § 47-21-21.3Circumstances under which directors, officers, agents, and employees may not be indemnified
- S.D. Codified Laws § 47-21-21.4Indemnification of successful director, officer, agent, or employee for expenses incurred in proceeding
- S.D. Codified Laws § 47-21-22Conversion of corporation into cooperative
- S.D. Codified Laws § 47-21-23Submission of conversion proposition to stockholders--Notice of meeting
- S.D. Codified Laws § 47-21-24Two-thirds vote required for approval--Articles of conversion--Contents of articles--Affidavit of compliance
- S.D. Codified Laws § 47-21-25Consolidating cooperatives
- S.D. Codified Laws § 47-21-26Submission of consolidation proposition to members--Notice of meeting
- S.D. Codified Laws § 47-21-27Majority vote required for approval--Articles of consolidation--Contents of articles--Affidavit of compliance
- S.D. Codified Laws § 47-21-28Merging cooperatives
- S.D. Codified Laws § 47-21-29Submission of merger proposition to members--Notice of meeting
- S.D. Codified Laws § 47-21-3Name of cooperative--Exceptions
- S.D. Codified Laws § 47-21-30Majority vote required for approval--Articles of merger--Contents of articles--Affidavit of compliance
- S.D. Codified Laws § 47-21-31Articles of consolidation as governing consolidated cooperative--Articles of surviving cooperative as governing merged cooperative
- S.D. Codified Laws § 47-21-32Transfer of rights and obligations to surviving cooperative
- S.D. Codified Laws § 47-21-33Liabilities after consolidation or merger--Preexisting claims--Substitution of parties
- S.D. Codified Laws § 47-21-34Rights of creditors and lienors unaffected by consolidation or merger
- S.D. Codified Laws § 47-21-35Dissolution before commencement of business--Articles of dissolution--Majority approval required--Contents of articles
- S.D. Codified Laws § 47-21-36Dissolution after commencement of business
- S.D. Codified Laws § 47-21-37Submission of dissolution proposition to members--Majority vote required
- S.D. Codified Laws § 47-21-39Cessation of business--Continuance of corporate existence--Notice to creditors--Publication
- S.D. Codified Laws § 47-21-4Exclusive use of particular words
- S.D. Codified Laws § 47-21-40Liquidation of affairs of cooperative--Distribution of assets--Rights of patrons--Rights of members--Distribution of remains
- S.D. Codified Laws § 47-21-41Articles of dissolution--Contents of articles
- S.D. Codified Laws § 47-21-42Delivery of articles to secretary of state--Fees--Effective date of action--Certificates of election to dissolve
- S.D. Codified Laws § 47-21-43Fee schedule of secretary of state
- S.D. Codified Laws § 47-21-44Encumbering cooperative property in favor of governmental agency permitted
- S.D. Codified Laws § 47-21-45Circumstances under which property may be transferred--Majority vote required--Transfer to security holders
- S.D. Codified Laws § 47-21-46Place of recordation of encumbrance
- S.D. Codified Laws § 47-21-46.1Filing and recording of trust deed or mortgage in Office of Secretary of State--Effect
- S.D. Codified Laws § 47-21-46.2Filing required under chapter 57A-9 to be maintained in Office of Secretary of State--Contents of financing statement--Termination of effectiveness
- S.D. Codified Laws § 47-21-46.3Filing of mortgage or trust deed covering less than fee simple interest--Effect--Termination--Sufficiency of description
- S.D. Codified Laws § 47-21-46.4Applicability of other laws--Single filing--Index
- S.D. Codified Laws § 47-21-46.5Assignment or discharge of trust deed or mortgage
- S.D. Codified Laws § 47-21-46.6Filing fee
- S.D. Codified Laws § 47-21-47After-acquired property as subject to encumbrance--Recordation as notice
- S.D. Codified Laws § 47-21-48Encumbrance against personal property--Continuance of lien without refiling
- S.D. Codified Laws § 47-21-49Members of cooperatives--Qualifications
- S.D. Codified Laws § 47-21-5Requirement that name be distinct
- S.D. Codified Laws § 47-21-50Use of electric energy required--Failure to make energy available
- S.D. Codified Laws § 47-21-51Husband and wife as members--Membership not transferable--Additional qualifications of members
- S.D. Codified Laws § 47-21-52Liability of members for acts of cooperative
- S.D. Codified Laws § 47-21-53Annual members' meeting
- S.D. Codified Laws § 47-21-54Special meetings for members--Procedure for calling
- S.D. Codified Laws § 47-21-55Notice of meeting--Contents of notice--Method of giving notice
- S.D. Codified Laws § 47-21-57Voting by members--Spouse voting for member--Mail voting
- S.D. Codified Laws § 47-21-58Waiver of notice--Attendance as waiver--Exceptions
- S.D. Codified Laws § 47-21-59Powers of cooperative--Capacity to sue and be sued
- S.D. Codified Laws § 47-21-6Incorporators--Requisites and qualifications
- S.D. Codified Laws § 47-21-60Powers of cooperative--Perpetual existence
- S.D. Codified Laws § 47-21-61Powers of cooperative--Corporate seal
- S.D. Codified Laws § 47-21-62Powers of cooperative--Generation and distribution of electric energy
- S.D. Codified Laws § 47-21-63Powers of cooperative--Dealing in property and equipment
- S.D. Codified Laws § 47-21-64Powers of cooperative--Franchises, licenses and easements
- S.D. Codified Laws § 47-21-65Powers of cooperative--Borrowing--Security for borrowing
- S.D. Codified Laws § 47-21-66Powers of cooperative--Construction and maintenance of facilities on public lands
- S.D. Codified Laws § 47-21-67Powers of cooperative--Eminent domain
- S.D. Codified Laws § 47-21-68Powers of cooperative--Joining other cooperatives2 cites
- S.D. Codified Laws § 47-21-69Powers of cooperative--Extraterritorial powers
- S.D. Codified Laws § 47-21-7Articles of incorporation--Unnecessary recitals--Signing of articles
- S.D. Codified Laws § 47-21-70Powers of cooperative--Bylaws
- S.D. Codified Laws § 47-21-71Powers of cooperative--Other powers
- S.D. Codified Laws § 47-21-72Requirement that cooperative be nonprofit--Disposition of revenues
- S.D. Codified Laws § 47-21-72.1Directors not liable for distribution in good faith reliance on financial statements or accountants' reports
- S.D. Codified Laws § 47-21-73Municipal corporation or county grant to use public streets
- S.D. Codified Laws § 47-21-74Foreign cooperatives--Conditions to local operation--Statement to secretary of state--Contents of statement
- S.D. Codified Laws § 47-21-75Construction to comply with National Electrical Safety Code--Compliance establishes due care in negligence claim2 cites
- S.D. Codified Laws § 47-21-76Change of location of principal office--Certificate to secretary of state
- S.D. Codified Laws § 47-21-77Securities regulation laws inapplicable
- S.D. Codified Laws § 47-21-78Construction of chapter
- S.D. Codified Laws § 47-21-79Limitation of actions2 cites
- S.D. Codified Laws § 47-21-8Amendment of articles--Procedure--Two-thirds vote required
- S.D. Codified Laws § 47-21-80Severability and saving clause
- S.D. Codified Laws § 47-21-81Citation of chapter
- S.D. Codified Laws § 47-21-82Cooperatives able to use property and funds to promote economic development and may lend money--Restrictions on loans
- S.D. Codified Laws § 47-21-83Forfeiture of unclaimed credits
- S.D. Codified Laws § 47-21-84Application of South Dakota's Public Communications Network Infrastructure
- S.D. Codified Laws § 47-21-9Required recitals in amendment--Affidavit of compliance
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