CHAPTER 47-24
NONPROFIT CORPORATIONS--RECORDS, FISCAL AFFAIRS AND REPORTS
47-24-1 Books, records, minutes, and member lists.
47-24-2 Inspection of books or records.
47-24-3 Shares of stock prohibited--Dividends and profits prohibited.
47-24-3.1 Directors not liable for distribution in good faith reliance on financial statements or accountant's report.
47-24-4 Compensation of members, directors, or officers--Distributions upon final liquidation.
47-24-5 Loans to directors or officers--Liability for assenting to loan.
47-24-6 Report required of domestic corporation.
47-24-7 47-24-7. Repealed by SL 2008, ch 275, § 65.
47-24-8 47-24-8. Repealed by SL 2003, ch 8, § 16
47-24-9 47-24-9 to 47-24-12. Repealed by SL 2008, ch 275, § 65.
47-24-13 47-24-13. Repealed by SL 1989, ch 393, § 20
47-24-13.1 Administrative dissolution.
47-24-13.2 Notice of dissolution--Time limit for corrections--Continued existence--Authority of registered agent.
47-24-14 Petition for reinstatement after dissolution of corporate existence--Execution and filing.
47-24-14.1 Denial of reinstatement--Appeal--Court action.
47-24-15 Change of name required on reinstatement.
47-24-16 Conforming petition for reinstatement filed--Certificate.
47-24-17 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.
47-24-18 Definitions.
47-24-19 Protection--Nonprofit corporations--Charitable trusts.
47-24-20 Exceptions.
47-24-21 Personal affiliation information--Definitions.
47-24-22 Personal affiliation information--Right to privacy--Public agencies--Prohibitions.
47-24-23 Personal affiliation information--Privacy violation--Civil action.
47-24-24 Personal affiliation information--Exemptions.
47-24-25 Personal affiliation information--Public benefit.
47-24-26 Personal affiliation information--Fraud investigation.
47-24-1. Books, records, minutes, and member lists.
Each corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its members, board of directors, and committees having any of the authority of the board of directors; and shall keep at its registered office or principal office a record of the names and addresses of its members entitled to vote. If authorized by the articles of incorporation or bylaws, the records required by this section may be kept in electronic format.
Source: SDC 1939, § 11.0801; SL 1965, ch 24, § 27; SL 2016, ch 221, § 12.
47-24-2. Inspection of books or records.
All books and records of a corporation may be inspected by any member, or his agent or attorney, for any proper purpose at any reasonable time.
Source: SDC 1939, § 11.0801; SL 1965, ch 24, § 27.
47-24-3. Shares of stock prohibited--Dividends and profits prohibited.
A corporation shall not have or issue shares of stock. No dividend shall be paid and no part of the income or profit of a corporation shall be distributed to its members, directors, or officers.
Source: SL 1965, ch 24, § 28.
47-24-3.1. Directors not liable for distribution in good faith reliance on financial statements or accountant's report.
A director of a nonprofit corporation shall not be liable for any unauthorized dividend or distribution of assets if he relied and acted in good faith upon financial statements of the corporation represented to him to be correct by the president or the officer of the corporation having charge of his books of account, or stated in a written report by a certified public accountant failing to reflect the financial condition of the corporation, nor shall he be so liable if in good faith in determining the amount available for any such dividend or distribution he considered the assets to be of their book value.
Source: SL 1978, ch 338, § 5.
47-24-4. Compensation of members, directors, or officers--Distributions upon final liquidation.
A corporation may pay compensation in a reasonable amount to its members, directors, or officers for services rendered, may confer benefits upon its members in conformity with its purposes, and may make distributions upon dissolution or final liquidation as permitted by chapter 47-26, and no such payment, benefit, or distribution shall be deemed to be a dividend or a distribution of income or profit.
Source: SL 1965, ch 24, § 28.
47-24-5. Loans to directors or officers--Liability for assenting to loan.
No loans shall be made by a corporation to its directors or officers. Any director or officer who assents to or participates in the making of any such loan shall be liable to the corporation for the amount of such loan until the repayment thereof.
Source: SL 1965, ch 24, § 29.
47-24-6. Report required of domestic corporation.
Any domestic nonprofit corporation authorized to engage in business in this state shall file a report pursuant to §§ 59-11-24 to 59-11-26, inclusive.
Source: SL 1978, ch 339, § 1; SL 1989, ch 393, § 14; SL 2004, ch 280, § 9; SL 2008, ch 275, § 64.
47-24-13.1. Administrative dissolution.
The secretary of state may commence a proceeding under § 47-24-13.2 to administratively dissolve a corporation if:
(1) The corporation does not pay within sixty days after they are due any fees or penalties imposed by chapters 47-22 to 47-28, inclusive, or other law;
(2) The corporation does not deliver its annual report to the secretary of state within sixty days after it is due;
(3) The corporation is without a registered agent in this state for sixty days or more;
(4) The corporation does not notify the secretary of state within sixty days that its registered agent has been changed or that its registered agent has resigned; or
(5) The corporation's period of duration stated in its articles of incorporation expires.
Source: SL 1989, ch 393, § 21; SL 2008, ch 275, § 66.
47-24-13.2. Notice of dissolution--Time limit for corrections--Continued existence--Authority of registered agent.
If the secretary of state determines that one or more grounds exist under § 47-24-13.1 for dissolving a corporation, he shall serve the corporation with written notice of his determination under § 47-22-48. If the corporation does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the secretary of state that each ground determined by the secretary of state does not exist within sixty days after service of the notice is perfected under § 47-22-48, the secretary of state shall administratively dissolve the corporation by signing a certificate of dissolution that recites the ground or grounds for dissolution and its effective date. The secretary of state shall file the original of the certificate and serve a copy on the corporation under § 47-22-48. A corporation administratively dissolved continues its corporate existence but may not carry on any business except that necessary to wind up and liquidate its business and affairs under chapter 47-26 and notify claimants under §§ 47-26-4 and 47-26-34. Administrative dissolution of a corporation does not terminate the authority of its registered agent.
Source: SL 1989, ch 393, § 22.
47-24-14. Petition for reinstatement after dissolution of corporate existence--Execution and filing.
Any corporation whose corporate existence has been revoked or dissolved may petition for reinstatement as a corporation organized under the laws of South Dakota. Such petition for reinstatement shall be made upon forms prescribed and furnished by the secretary of state and the information therein contained shall be given as of the date of the execution of such petition. Such petition shall be executed for the corporation by the chairman of the board of directors, by its president, or by another of its officers or if the corporation is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary. Delivery may be made by electronic transmission if and to the extent permitted by the Office of the Secretary of State. If the document is filed in typewritten or printed form and not transmitted electronically, the Office of the Secretary of State may require one exact or conformed copy to be delivered with the document.
Source: SL 1978, ch 339, § 9; SL 1984, ch 301; SL 1989, ch 393, § 23; SL 1992, ch 324; SL 2012, ch 222, § 6.
47-24-14.1. Denial of reinstatement--Appeal--Court action.
If the secretary of state denies a corporation's petition for reinstatement following administrative dissolution, he shall serve the corporation under § 47-22-48 with a written notice that explains the reason or reasons for denial. The corporation may appeal the denial of reinstatement to the circuit court of the county where the corporation's registered office or principal office was located within thirty days after service of the notice of denial is perfected. The corporation appeals by petitioning the court to set aside the dissolution and attaching to the petition copies of the secretary of state's certificate of dissolution, the corporation's application for reinstatement and the secretary of state's notice of denial. The court may order the secretary of state to reinstate the dissolved corporation or may take other action the court considers appropriate. The court's final decision may be appealed in the same manner as in any other civil proceedings.
Source: SL 1989, ch 393, § 24.
47-24-15. Change of name required on reinstatement.
If the corporate name of any reinstated corporation is deceptively similar to the corporate name either reserved or registered pursuant to §§ 47-22-9 to 47-22-11, inclusive, or to a corporate name of any corporation to which a certificate of incorporation or certificate of authority has been granted, or to the name of any limited partnership certified or registered in this state, such reinstated corporation shall be required to adopt another name.
Source: SL 1978, ch 339, § 10; SL 1989, ch 393, § 25.
47-24-16. Conforming petition for reinstatement filed--Certificate.
If a petition for reinstatement is filed and complies with the law, upon payment of the fee as provided under § 47-28-6, together with submission of the reports required under § 47-24-9, the secretary of state shall endorse the word "filed" on the original and the copy and the month, day, and year of filing. He shall file the original in his office and issue a certificate of reinstatement of corporation to which he shall affix the copy.
The certificate of reinstatement of corporation, together with the copy of the petition for reinstatement, shall be returned to the applicants or their representatives.
Source: SL 1978, ch 339, § 11; SL 1982, ch 321, § 1; SL 1989, ch 393, § 26.
47-24-17. 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.
At least ten days prior to the sale, transfer, conversion, or merger of at least thirty percent of the assets of a nonprofit corporation, the corporation shall give written notice to the attorney general. The following information shall, within sixty days of such sale, transfer, or merger, be submitted to the secretary of state:
(1) Name and address of the parties involved in the sale, transfer, conversion, or merger;
(2) Terms and conditions of the sale, transfer, conversion, or merger;
(3) Dollar value of the assets being sold, transferred, converted, or merged, including an account of how the value was determined; and
(4) An explanation of how the sale, transfer, conversion, or merger furthers the purpose of the nonprofit corporation.
The information shall be submitted on forms provided by the secretary of state.
Source: SL 1997, ch 260, § 1; SL 2016, ch 221, § 13.
47-24-18. Definitions.
Terms as used in §§ 47-24-19 and 47-24-20 mean:
(1) "Nonprofit corporation," as defined in § 47-22-1;
(2) "Charitable trust," as defined in section 4947(a)(1) of the United States Internal Revenue Code as amended and in effect on January 1, 2021.
Source: SL 2021, ch 196, § 1.
47-24-19. Protection--Nonprofit corporations--Charitable trusts.
An executive branch agency, bureau, department, division, board, commission, officer, or official may not require any annual filing or reporting of a nonprofit corporation or charitable trust that is more stringent, restrictive, or expansive than that required by state or federal law.
Source: SL 2021, ch 196, § 2.
47-24-20. Exceptions.
The provisions in § 47-24-19 do not apply to:
(1) Any information required to determine eligibility for or compliance with a state grant or contract; or
(2) Any information required for, or obtained in the course of, a state fraud investigation or an enforcement action by the state.
Any information obtained shall be confidential and its disclosure is restricted as provided by law.
Source: SL 2021, ch 196, § 3.
47-24-21. Personal affiliation information--Definitions.
Terms used in §§ 47-24-21 to 47-24-26, inclusive, mean:
(1) "Personal affiliation information," any list, record, register, registry, roll, roster, or other compilation of data of any kind that directly or indirectly identifies a natural person as a member, supporter, volunteer, or donor of financial or nonfinancial support to any nonprofit corporation; and
(2) "Public agency," any state or local governmental unit in this state, including any department, agency, office, commission, board, division, county, municipality, township, school district, court, or other judicial or quasi-judicial body.
Source: SL 2021, ch 197, § 1.
47-24-22. Personal affiliation information--Right to privacy--Public agencies--Prohibitions.
Any natural person who supports a nonprofit corporation has a right to personal privacy and confidentiality regarding the release of personal affiliation information by a public agency. A public agency may not:
(1) Require any natural person or nonprofit corporation to provide the public agency with personal affiliation information or otherwise compel the release of personal affiliation information;
(2) Release, publicize, or otherwise publicly disclose personal affiliation information in the public agency's possession; or
(3) Request or require a current or prospective contractor or grantee with the public agency to provide the public agency with a list of nonprofit corporations to which it has provided financial or nonfinancial support.
Source: SL 2021, ch 197, § 2.
47-24-23. Personal affiliation information--Privacy violation--Civil action.
A natural person alleging a violation of § 47-24-22 may bring a civil action for appropriate injunctive relief, actual damages, or both.
In an action brought under this section, a court may award all or a portion of the costs of litigation, including reasonable attorney fees and witness fees, to the complainant in the action if the court determines that the award is appropriate.
Source: SL 2021, ch 197, § 3.
47-24-24. Personal affiliation information--Exemptions.
The provisions of §§ 47-24-21 to 47-24-23, inclusive, do not apply to:
(1) Any report or disclosure required by state law to be filed with the secretary of state;
(2) Any official record or minutes required by law to be maintained by a public agency if the personal affiliation information was voluntarily disclosed by the donor;
(3) Any lawful warrant for personal affiliation information issued by a court of competent jurisdiction;
(4) A lawful request for discovery of personal affiliation information in litigation if the following conditions are met:
(a) The requestor demonstrates a compelling need for the personal affiliation information by clear and convincing evidence; and
(b) The requestor obtains a protective order barring disclosure of personal affiliation information to any person not named in the litigation;
(5) Admission of personal affiliation information as relevant evidence before a court of competent jurisdiction. However, no court filing may publicly reveal personal affiliation information absent a specific finding of good cause;
(6) A review of personal affiliation information necessary for a sales or use tax audit of a nonprofit corporation by the Department of Revenue; or
(7) A review of personal affiliation information necessary for purposes of an audit, examination, or investigation of a nonprofit corporation pursuant to chapter 4-11.
Source: SL 2021, ch 197, § 4.
47-24-25. Personal affiliation information--Public benefit.
Personal affiliation information derived from a donation to a nonprofit corporation that is affiliated with a public agency may be disclosed if the donor has not previously requested anonymity from the nonprofit corporation.
Source: SL 2021, ch 197, § 5.
47-24-26. Personal affiliation information--Fraud investigation.
The provisions of § 47-24-22 do not apply to any information required for, or obtained in the course of, a state fraud investigation or an enforcement action by the state. Any information obtained shall be confidential, and its disclosure is restricted as provided by law.
Source: SL 2021, ch 197, § 6.
