South Dakota § 47-21-24 - Two-thirds vote required for approval--Articles of conversion--Contents of articles--Affidavit of compliance.

§ 47-21-24. Two-thirds vote required for approval--Articles of conversion--Contents of articles--Affidavit of compliance.

If the proposition for the conversion of the corporation described in § 47-21-22 into a cooperative and the proposed articles of conversion, with any amendments, are approved by the affirmative vote of not less than two-thirds of those members of such corporation voting thereon at such meeting, or, if such corporation is a stock corporation, by the affirmative vote of the holders of not less than two-thirds of those shares of the capital stock of such corporation represented at such meeting and voting thereon, or in the case of a corporation having no members and no shares of its capital stock outstanding, by the affirmative vote of not less than two-thirds of its incorporators, articles of conversion in the form approved shall be executed and acknowledged on behalf of such corporation by its president or vice-president and its seal shall be affixed thereto and attested by its secretary. The articles of conversion shall recite that they are executed pursuant to this chapter and shall state:

(1)    The name of the corporation and the address of its principal office prior to its conversion into a cooperative;

(2)    The statute or statutes under which it was organized;

(3)    A statement that such corporation elects to become a cooperative, nonprofit membership corporation subject to this chapter;

(4)    Its name as a cooperative;

(5)    The address of the principal office of the cooperative;

(6)    The names and addresses of the directors of the cooperative; and

(7)    The manner in which members, stockholders or incorporators of such corporation may or shall become members of the cooperative;

and may contain any provisions not inconsistent with this chapter deemed necessary or advisable for the conduct of the business of the cooperative. The president or vice-president executing such articles of conversion shall make and annex thereto an affidavit stating that the provisions of this section and § 47-21-23 were duly complied with in respect of such articles. The articles of conversion shall be deemed to be the articles of incorporation of the cooperative.

Source: SL 1947, ch 33, § 20; SDC Supp 1960, § 11.2220 (2).