CHAPTER 49-30

TELEPHONE AND TELEGRAPH CORPORATIONS

49-30-1    Organization of company--Articles of incorporation--Contents of articles--Subscription by incorporators.

49-30-2    Affidavit of directors--Contents of affidavit--Filing with secretary of state.

49-30-3    Certificate of incorporation--Name of corporation--Powers.

49-30-4    Powers of corporation--Survey for proposed pole line--Entry upon property.

49-30-5    Powers of corporation--Holding property for accessory facilities.

49-30-6    Powers of corporation--Purchase of real property for lines--Disposition of property.

49-30-7    Powers of corporation--Construction along waters and highways.

49-30-8    Powers of corporation--Connection with preexisting lines--Expense of connection.

49-30-9    Powers of corporation--Transmission of messages.

49-30-10    Powers of corporation--Accessory facilities.

49-30-11    Powers of corporation--Rules and regulations for transmission of messages.

49-30-12    Powers of corporation--Condemnation of real property.

49-30-13    Board of directors--Election--Terms of office--Director as stockholder.

49-30-14    Voting for directors--Filling vacancies.

49-30-15    Meeting for election of directors--Notice of meeting--Waiver of notice.

49-30-16    Rural telephone companies--Inability to procure majority of stockholders at meeting--Powers of stockholders attending--Binding effect of actions taken.

49-30-17    Notice to stockholders--Notice by mail.

49-30-18    Exhibition of corporate books and records.

49-30-19    Officers of corporation--Appointment by directors.

49-30-20    Subscriptions for capital stock.

49-30-21    Failure to pay for stock--Collection by directors--Forfeiture of previous payments.

49-30-22    Increasing capital stock--Two-thirds vote required--Notice of meeting--Effective date of increase.

49-30-23    Transfer of stock--Stock deemed personal property.

49-30-24    Liability of stockholders--Stock held by fiduciary or as collateral security.

49-30-25    Meetings by teleconference.

49-30-1. Organization of company--Articles of incorporation--Contents of articles--Subscription by incorporators.

Any number of persons not less than three may form a corporation for the purpose of constructing, maintaining, and operating lines of telegraph or telephone in this state, and for the purpose of carrying on the business of a telegraph or telephone company, or for the purpose of maintaining and operating any lines of telegraph or telephone already constructed, by making articles of incorporation in which shall be stated:

(1)    The name of the corporation, which may not be the same as that of any other corporation owning or operating lines of telegraph or telephone in this state;

(2)    The place from which and to which such lines of telegraph or telephone are to be constructed, or maintained and operated, as the case may be;

(3)    The estimated length of such lines of telegraph or telephone, and the name of each county in this state through or into which they are extended or intended to be constructed;

(4)    The amount of capital stock of the corporation, the number of shares of which it shall consist, and, if such stock shall consist of common and preferred stock, the number and amount of each class;

(5)    The names and residences of the directors of the corporation who shall manage its affairs for the first year and until others are chosen in their places, and who may not be less than three nor more than thirteen in number;

(6)    The term for which the corporation shall exist, which may be perpetual;

(7)    The place within this state where the principal office of the corporation shall be maintained, and where the corporate records and stock books of the corporation shall be kept.

Each of the incorporators shall subscribe to the articles of incorporation the incorporator's name, place of residence, and the number of shares of stock the incorporator agrees to take in such corporation.

Source: SDC 1939, § 52.1303; SL 2001, ch 255, § 1; SL 2018, ch 265, § 1.

49-30-2. Affidavit of directors--Contents of affidavit--Filing with secretary of state.

There shall be annexed to the articles of incorporation described by § 49-30-1 an affidavit of at least three of the directors therein named that the signatures thereto are genuine and that it is intended in good faith to construct, or maintain and operate, the lines of telegraph or telephone therein mentioned, and thereupon such articles of incorporation and affidavit shall be filed in the office of the secretary of state, who shall endorse thereon the date of their filing and record the same.

Source: SDC 1939, § 52.1303.

49-30-3. Certificate of incorporation--Name of corporation--Powers.

After filing of the articles of incorporation and affidavit pursuant to § 49-30-2, a certificate of corporate existence, under the seal of the state and signed by the Governor and secretary of state, shall be issued to the subscribers to such articles; and all such persons who shall thereafter become stockholders in such corporation shall be a corporation by the name specified in such articles, and shall possess all the powers and privileges and be subject to all the provisions of this chapter applicable thereto.

Source: SDC 1939, § 52.1303.

49-30-4. Powers of corporation--Survey for proposed pole line--Entry upon property.

Every corporation formed under the provisions of this chapter, and every corporation formed under the laws of any other state or territory or of the United States, owning or operating lines of telegraph or telephone within this state, shall have power to cause such examination and surveys for its proposed lines of telegraph or telephone to be made as may be necessary to the selection of the most advantageous routes, and for such purposes, by its officers or agents and servants, to enter upon the lands or waters of any person, but subject to responsibility for all damage that shall be done thereto.

Source: SDC 1939, § 52.1311 (1).

49-30-5. Powers of corporation--Holding property for accessory facilities.

Every corporation formed under the provisions of this chapter, and every corporation formed under the laws of any other state or territory or of the United States, owning or operating lines of telegraph or telephone within this state, shall have power to make and hold such voluntary grants of real and other property as may be made to it to aid in the construction, maintenance, and accommodation of its line of telegraph or telephone, but the real property received by voluntary grant shall be held and used for the purposes of such grant only.

Source: SDC 1939, § 52.1311 (2).

49-30-6. Powers of corporation--Purchase of real property for lines--Disposition of property.

Every corporation formed under the provisions of this chapter, and every corporation formed under the laws of any other state or territory or of the United States, owning or operating lines of telegraph or telephone within this state, shall have power to acquire by purchase such real and other property as may be necessary for the construction, maintenance, and operation of its lines of telegraph or telephone, to hold and use the same, to lease or otherwise dispose of any part or parcel thereof, or sell the same when no longer necessary to its use.

Source: SDC 1939, § 52.1311 (3).

49-30-7. Powers of corporation--Construction along waters and highways.

Every corporation formed under the provisions of this chapter, and every corporation formed under the laws of any other state or territory or of the United States, owning or operating lines of telegraph or telephone within this state, shall have power to construct its lines of telegraph or telephone across, along, or upon any stream of water, watercourse, street, highway, toll or wagon road, plank road, turnpike, wharf, levee, river front, steamboat, or other public landing, or canal, which its line shall intersect or touch.

Source: SDC 1939, § 52.1311 (4).

49-30-8. Powers of corporation--Connection with preexisting lines--Expense of connection.

Every corporation formed under the provisions of this chapter, and every corporation formed under the laws of any other state or territory or of the United States, owning or operating lines of telegraph or telephone within this state, shall have power to connect its lines of telegraph or telephone with any lines of telegraph or telephone heretofore or hereafter constructed; provided that no corporation which shall have constructed its lines of telegraph or telephone at the point of intersection shall be required to alter or change the location of the same, or be required to bear any part of the expense of making and maintaining such connection.

Source: SDC 1939, § 52.1311 (5).

49-30-9. Powers of corporation--Transmission of messages.

Every corporation formed under the provisions of this chapter, and every corporation formed under the laws of any other state or territory or of the United States, owning or operating lines of telegraph or telephone within this state, shall have power to take and transmit messages over its lines of telegraph or telephone by power or force of electricity, and to receive compensation therefor, and to do all the business incident to telegraph or telephone corporations.

Source: SDC 1939, § 52.1311 (6).

49-30-10. Powers of corporation--Accessory facilities.

Every corporation formed under the provisions of this chapter, and every corporation formed under the laws of any other state or territory or of the United States, owning or operating lines of telegraph or telephone within this state, shall have power to erect and maintain all necessary and convenient buildings, fixtures, and machinery for the accommodation and use of its patrons, and for the carrying on of its business.

Source: SDC 1939, § 52.1311 (7).

49-30-11. Powers of corporation--Rules and regulations for transmission of messages.

Every corporation formed under the provisions of this chapter, and every corporation formed under the laws of any other state or territory or of the United States, owning or operating lines of telegraph or telephone within this state, shall have power to establish reasonable rules and regulations concerning the time and manner in which messages shall be transmitted, and the compensation to be paid therefor.

Source: SDC 1939, § 52.1311 (8).

49-30-12. Powers of corporation--Condemnation of real property.

Every corporation formed under the provisions of this chapter, and every corporation formed under the laws of any other state or territory or of the United States, owning or operating lines of telegraph or telephone within this state, shall have power to acquire such real property as may be necessary for the construction and maintenance of its lines of telegraph or telephone by condemnation, as prescribed by law and the rules of practice and procedure pertaining to condemnation proceedings.

Source: SDC 1939, § 52.1311 (9).

49-30-13. Board of directors--Election--Terms of office--Director as stockholder.

There shall be a board of not less than three nor more than thirteen directors of every corporation organized under this chapter to manage its affairs, who shall be elected at the time, in the manner and for the terms as are prescribed by its bylaws, and shall hold their offices until the respective successors are chosen. No person may be a director unless the person is a stockholder, owning stock absolutely in the person's own name or as a trustee or personal representative, and qualified to vote at the election at which the person is chosen.

Source: SDC 1939, § 52.1305; SL 1943, ch 178; SL 1955, ch 227, § 1; SL 2018, ch 265, § 2.

49-30-14. Voting for directors--Filling vacancies.

In the election of directors each stockholder shall be entitled to one vote, either in person or by proxy, for every share of stock owned by him for thirty days next preceding such election. Vacancies shall be filled in the manner prescribed in the bylaws. Inspectors of the first election of directors shall be appointed by the board of directors named in the articles of incorporation, and thereafter as provided by the bylaws.

Source: SDC 1939, § 52.1305; SL 1943, ch 178; SL 1955, ch 227, § 1.

49-30-15. Meeting for election of directors--Notice of meeting--Waiver of notice.

If, for any reason, the election of directors shall not have been held at the time fixed therefor by law, the same may be held at any time thereafter on a notice of twenty days. Such election may be called by a majority of the directors or by the stockholders holding a majority of the stock; but at any meeting at which all the stockholders shall be present or be represented by attorney or proxy, it shall be lawful to waive notice and proceed to an election of directors.

Source: SDC 1939, § 52.1305; SL 1943, ch 178; SL 1955, ch 227, § 1.

49-30-16. Rural telephone companies--Inability to procure majority of stockholders at meeting--Powers of stockholders attending--Binding effect of actions taken.

In the case of rural telephone companies where it is no longer possible, by reasonable diligence, to procure the attendance in person or by proxy of the owners of the proper majority of the shares of all the subscribed capital stock as shown by the books of the company, or a proper majority of the members if there be no capital stock, by reason of death, removal from the state, or the whereabouts of a stockholder or member being unknown, a lesser number of stockholders or members may meet, elect a board of directors and transact any other business necessary to the proper conduct of the telephone company or association or vote on resolutions to reorganize or dissolve the corporation, sell the corporate assets and repeal or amend the articles of incorporation, with the same force and effect as though a proper majority of such stockholders and members were present; provided further, any action taken by a lesser number than a proper majority shall not be binding upon the company or association unless at least two-thirds of all stockholders or members whose respective post-office address is known are represented in person or by proxy. An affidavit by the secretary or treasurer of the company or association generally stating that all of the members or stockholders of the company or association cannot be found and further stating the number of members or stockholders whose whereabouts are known, will be proof of reasonable diligence for the purposes of this section and certify the authority of the lesser number of known stockholders or members to so vote.

Source: SDC 1939, § 52.1305 as added by SL 1943, ch 178; SL 1955, ch 227, § 1.

49-30-17. Notice to stockholders--Notice by mail.

In all cases, written notice of any meeting of stockholders held for the purpose described in § 49-30-16 shall be transmitted by mail by the secretary or manager to all stockholders or members at their last known post office addresses as shown by the books of the company or association at least ten days prior to the date fixed for such meeting. In case it is known that their current post office address is different from that shown by such books, such notice shall be sent to them at such last known address.

Source: SDC 1939, § 52.1305 as added by SL 1943, ch 178; SL 1955, ch 227, § 1.

49-30-18. Exhibition of corporate books and records.

At every election of directors the books and papers of a corporation organized under this chapter shall be exhibited to the meeting if a majority of the stockholders present require it.

Source: SDC 1939, § 52.1305; SL 1943, ch 178; SL 1955, ch 227, § 1.

49-30-19. Officers of corporation--Appointment by directors.

The directors shall appoint one of their number president; they also may appoint a vice-president, secretary, and treasurer, and such other officers and agents as shall be prescribed by the bylaws of such corporation.

Source: SDC 1939, § 52.1306.

49-30-20. Subscriptions for capital stock.

When the certificate of corporate existence is issued, the directors may, in case the whole of the capital stock shall not have been before subscribed, open books of subscription to fill up the capital stock at such time and after giving such notice as they may deem expedient, and may from time to time receive subscriptions until the capital stock is subscribed.

Source: SDC 1939, § 52.1304.

49-30-21. Failure to pay for stock--Collection by directors--Forfeiture of previous payments.

The directors may require any amounts unpaid upon the capital stock to be paid in such manner and in such installments as they deem proper. If any stockholder shall neglect to pay any installment as required by a resolution of the board, and the board shall have caused a notice in writing to be served on him personally or by depositing the same in the post office, postage paid, properly directed to him at the post office nearest his usual place of residence at least sixty days previous to the day on which such payment is required to be made, stating that he is required to make such payment at the time and place in such notice specified, and if he fails so to do his stock and all previous payments thereon will be forfeited for the use of the corporation, such board may declare such stock and previous payments forfeited, and they shall be forfeited accordingly to the use of the corporation, or such board may in any case enforce payment by action at law.

Source: SDC 1939, § 52.1307.

49-30-22. Increasing capital stock--Two-thirds vote required--Notice of meeting--Effective date of increase.

The capital stock of any corporation organized under this chapter may be increased to such amount as may by its stockholders be deemed necessary for the construction or operation of its lines of telegraph or telephone, by a vote of the owners of at least two-thirds of all its stock, in person or by proxy, at any annual meeting, or at any meeting called by its directors for that purpose by a notice in writing to each stockholder, to be served on him personally or by depositing the same in the post office, postage paid, properly directed to him at the post office, if known, nearest his usual place of residence, at least twenty days prior to such meeting. Such notice shall state the time and place of such meeting, its object, and the amount to which it is proposed to increase such capital stock. No vote in favor of such increase shall take effect until the proceedings of such meeting, showing the names of the stockholders voting therefor and the amount of stock owned by each, shall be entered upon the records of such corporation.

Source: SDC 1939, § 52.1309.

49-30-23. Transfer of stock--Stock deemed personal property.

The stock of every corporation organized under this chapter is deemed personal estate, and is transferable in the manner prescribed in its bylaws, subject to the provisions of §§ 57A-8-301 to 57A-8-307, inclusive, and §§ 57A-8-401 to 57A-8-407, inclusive, but no share is transferable until all previous calls have been fully paid in.

Source: SDC 1939, § 52.1308; SL 2021, ch 200, § 1.

49-30-24. Liability of stockholders--Stock held by fiduciary or as collateral security.

No person holding stock in any corporation organized under this chapter as personal representative, conservator, or trustee, and no person holding such stock as collateral security, is personally subject to any liability as stockholder of such corporation for any calls or installments on any part-paid stock thereof; but the person pledging such stock shall be considered as holding the same, and is liable as a stockholder accordingly; and the estate and funds in the hands of such personal representative, conservator, or trustee is liable in like manner and to the same extent as the testator, or intestate, ward, or person interested would have been if he had been living or competent to act, and held the same stock in his own name.

Source: SDC 1939, § 52.1310; SL 1993, ch 213, § 247; SL 1995, ch 167, § 188.

49-30-25. Meetings by teleconference.

Unless restricted by the articles of incorporation or bylaws, members 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 means of teleconference or similar communications equipment which allows all persons participating in the meeting to hear each other at the same time. Participation by a board or committee member in a teleconference constitutes presence in person at a meeting.

Source: SL 1997, ch 257, § 4.