(Senate Bill 108)
An Act to revise certain provisions related to cooperatives.
Be it enacted by the Legislature of the State of South Dakota:
Section 1. That § 47-15-12 be AMENDED.
47-15-12. Articles and bylaws--Action to invalidate amendment--Limitations.
No action may be maintained to
invalidate any amendment to the articles or
of the manner of its adoption unless commenced within two years after
date of recording
Section 2. That § 47-16-4 be AMENDED.
47-16-4. Member meetings--Location--Virtual participation.
Unless the articles
of incorporation or bylaws
provide otherwise, the
board of directors shall provide that member
meetings of a cooperative
are held at the
principal office or such other place or
by means of communication as
the board of directors may determine.
Unless the articles of incorporation or bylaws provide otherwise, the board of directors may allow a member, a delegate, or an alternate to participate in a member meeting by any means of communication through which the member, delegate, or alternate may communicate and vote at the meeting. Participation by such means of communication constitutes presence or attendance at the meeting.
Section 3. That § 47-16-5 be AMENDED.
47-16-5. Member meetings--Notice--Virtual meeting.
Written notice of a membership
meeting of a cooperative, stating the place, day, and hour, and,
in case of a special member meeting the purposes for which the
meeting is called, shall be given
fewer than ten
nor more than thirty
days before the
at the direction of the person calling the meeting.
The place of the meeting or special meeting may be virtual if the written notice specifies a means of communication to conduct the meeting that complies with the provisions of § 47-16-4.
Section 4. That § 47-16-7 be AMENDED.
47-16-7. Member meetings--Quorum.
A quorum at a member meeting of a
cooperative shall be ten percent of the first one hundred members
plus five percent of additional members, present
represented by delegate. Unless the bylaws fix a larger number of
members to constitute a quorum, a quorum may never be more than fifty
members nor less
members, or a majority of all members, whichever is smaller. Members
represented by signed vote may be counted in computing a quorum only
on those questions as to which the signed vote is taken. The
sufficiency or requirement of a quorum for the transaction of
business at a district meeting of members shall be established in the
bylaws. However, the quorum may not be less
Section 5. That § 47-16-14 be AMENDED.
47-16-14. Member voting.
member of a
cooperative may submit a signed vote by mail or electronic means if
the member has been previously notified in writing of the exact vote,
resolution upon which the vote is taken. The bylaws may limit use of
Section 6. That § 47-17-4 be AMENDED.
47-17-4. First directors as temporary board--Election of permanent directors--Territorial directors--Directors' terms of office--Alternates.
The directors of a cooperative
constituting the temporary board, named in the articles, shall hold
office until the first member meeting. At that meeting and
at or in conjunction with the annual member meeting,
directors shall be elected by a majority of the members
at a duly called meeting of the members voting
in the manner
and for the terms provided in the bylaws. If the bylaws provide that
directors be from specified territorial districts, the articles may
limit voting for any director to members from within the territorial
district from which
the director is
to be elected. The bylaws may provide that directors may be elected
at district director election meetings held for said purpose. Unless
the bylaws provide otherwise, a director's term of office shall
one year. Each
office for the
term for which elected and until his
director's successor takes
office. The bylaws may permit selection of alternates to take the
place of directors absent at a meeting of the board.
Section 7. That § 47-17-8 be AMENDED.
47-17-8. Board meetings.
of the The
directors of a cooperative shall
that board meetings are
such place and upon
such notice as is prescribed in the bylaws.
articles of incorporation or bylaws
member of the
board of directors or any committee designated by the board of
directors may participate in a meeting of such board or committee by
teleconference or similar communications equipment which allows all
persons participating in the meeting to hear each other at the same
communication through which the member, delegate, or alternate may
communicate and vote at the meeting.
Participation by a
board or committee member in a teleconference such
means of communication constitutes
attendance at a
Signed March 18, 2021
Catchlines are not law. (§ 2-16-13.1) Underscores indicate new language.
indicate deleted language.