Corporations CHAPTER 126. (S. B. 177) DEFINING LIABILITY OF STOCKHOLDERS OF CO-OPERATIVE ASSOCIATIONS AN ACT Entitled, An Act Defining Liability of Stockholders of a Co-operative Company. Be It Enacted by the Legislature of the State of South Dakota : Section 1. The stockholders of every co-operative company or association, organized under Sections 8839 to 8853, inclusive, of the South Dakota Revised Code of 1919, after the taking effect of this Act, shall be individually liable, equally and ratably, not one for another for the benefit of the creditors of such co-operative company or association to the amount of the par value of their stock, in addition to the amount originally invested in such stock. Such liability shall continue for one year after any transfer of stock, as to the affairs of the company or association at the time prior to the date of the transfer; provided, that any co-operative company or association organized before the taking effect of this Act may become subject to the provisions of this act by resolution passed by a two-thirds majority of all stockholders of any such co-operative company or association at any regular or special stockholders' meeting. All certificates of stock issued for stock subject to the liability herein provided shall have imprinted on the face thereof the following words: "This stock is assessable to the amount of the par value thereof for the benefit of creditors of this corporation." Approved March 7, 1923. CHAPTER 127. (S. B. 121) RELATING TO CO-OPERATIVE ASSOCIATIONS AN ACT Entitled, An Act to Amend Section 8849 of the Revised Code of 1919 as Amended by Section 1, Chapter 37 of the Laws Passed at the Second Special Session of the Sixteenth Session of the Legislature of the State of South Dakota, Relating to Co-Operative Associations. Be It Enacted by the Legislature of the State of South Dakota: Section 1. That Section 8849 of the Revised Code of 1919 as amended by Section 1 of Chapter 140 of the Session Laws of 1919 as amended by Chapter 37 of the Laws passed at the Second Special Session of the Sixteenth Session of the Legislature of the State of South Dakota is hereby amended to read as follows: Section 8849. Division of Profits. The directors at any regular or special meeting, shall apportion the net earnings as follows: 1st. By setting aside not less than twenty-five per cent of the net profits per annum for reserve fund until an amount has accumulated in said reserve fund of not less than fifty per cent of the paid up capital stock. 2nd. By paying interest on the paid-up capital stock not exceeding ten per cent per annum. 3rd. Then by setting aside an amount not less than one per cent nor more than five per cent of the net profits as an educational fund to be used in teaching co-operation. 4th. The balance of such net earnings may be apportioned among the stockholders or stockholders and patrons as provided in the by-laws of the association in proportion to the amount of business transacted between the association and its stockholders; or stockholders and patrons. In productive associations such as creameries, canneries, elevators, factories and such other associations of this class dividends shall be upon raw material furnished instead of goods purchased. But in case the association is both a productive and selling concern, the distributed dividend may be on both raw material delivered and goods purchased. Approved March 12, 1923. CHAPTER 128. (S. B. 113.) REPEALING SECTION 8833 REVISED CODE, 1919 AN ACT Entitled, An Act to Repeal Section 8833 of the South Dakota Revised Code of 1919 Relating to Publication of Annual Report of Corporations for Profit. Be It Enacted by the Legislature of the State of South Dakota: Section 1. That Sections 8833 of the South Dakota Revised Code of 1919 be and the same is hereby repealed. Approved March 9, 1923. CHAPTER 129. PERMITTING OFFICES AND MEETINGS WITHOUT THE STATE AN ACT Entitled, An Act Amending Section 8835 of the South Dakota Revised Code of 1919, Providing for the Transaction of Their Business by Corporations at Branch Offices and Without the State; for the Appointment of Resident Agents and the Service of Process Upon Them; and for the Maintenance by Such Corporation of Certain Records at Their Domiciliary Office Within the State. Be It Enacted by the Legislature of the State of South Dakota: Section 1. That Section 8835 of the South Dakota Revised Code of 1919 be and the same is hereby amended to read as follows: Section 8835. Office Outside State, Resident Agent-Domiciliary Office. Any such corporation created under the general incorporation laws of this state may provide in its articles of incorporation for having one or more business offices without this state, at any place to be named in the articles of incorporation, and to hold any meetings of the stockholders or directors of the corporation at either of such offices so provided for; provided, however, that if such corporation shall designate in its articles, or by appointment in writing duly acknowledged and filed with the Secretary of State, the name and business address of an agent, resident within this state, such corporation may transact all of its corporate business at such branch office or offices so long as such agent shall be maintained at its domicilary office within this state; and its main office for the transaction of business within this state, as so designated in its articles, shall be deemed to be such domiciliary office at which such agent shall be maintained. Such agent may be an officer of such corporation and service of legal process upon said agent shall constitute one of the methods of obtaining legal and valid service upon such corporation. Any corporation so transacting its business without this state shall not be required to maintain its original books and records within this state nor hold any meetings of stockholders or directors therein, nor publish annual reports in this state, provided, such corporation shall at all times maintain, at such domiciliary office, attested copies of all minutes of all meetings of its stockholders and directors and record of its stockholders, and shall, annually and before the 20th day of January, deposit in such domiciliary office and with its resident agent an annual report which shall state the amount of capital stock and the amount thereof actually paid in, the amount and nature of its indebtedness and the amounts due the corporation, the number and amount of dividends and when paid and the net amount of profits. Section 2. All acts and parts of acts in conflict with this act are hereby repealed. Approved March 9, 1923. CHAPTER 130. (S. B. 16) RELATING TO NOTES GIVEN FOR CORPORATE STOCK AN ACT Entitled, An Act Making Certain Notes, Contracts, or Other Obligations in Writing Non-Negotiable, Providing for Their Being So Marked, and Providing a Penalty for Violation Thereof. Be It Enacted by the Legislature of the State of South Dakota : Section 1. Every note, contract or other obligation in writing, given in whole or in part for capital stock in any corporation, is nonnegotiable, and shall have written or printed therein that the same is given for capital stock in a corporation and is non-negotiable. Section 2. Any person who takes or receives any note, contract or other obligation in writing, either in whole or in part for capital stock in a corporation, without having written or printed therein, that said note, contract or obligation was given for capital stock in a corporation and is non-negotiable, is guilty of a misdemeanor, and upon conviction thereof shall be punishable by a fine of not less than Two Hundred Fifty Dollars ($250.00), and not exceeding One Thousand Dollars ($1,000.00), or by imprisonment in the county jail not more than one (1) year, or by both such fine and imprisonment. Section 3. All Acts and parts of Acts in conflict with this Act are hereby repealed. Approved February 5, 1923. CHAPTER 131. (H. B. 81.) RELATING TO CO-OPERATIVE ASSOCIATIONS AN ACT Entitled, An Act to Amend Section 8844 of the South Dakota Revised Code of 1919, as Amended by Section 1, Chapter 153 of the Session Laws of 1921, Relating to the Limitation on Ownership of Shares in and the Investment of the Capital of Co-operative Associations, and Declaring an Emergency. Be It Enacted by the Legislature of the State of South Dakota : Section 1. That Section 8844 of the South Dakota Revised Code of 1919, as amended by Section 1, Chapter 153 of the Session Laws of 1921, be and the same is hereby amended to read as follows: Section 8844. Limitations on Ownership of Shares. Except as otherwise provided in this Chapter, no stockholder in any such association shall be entitled to more than one vote nor hold shares of a greater par value than one thousand dollars ($1,000.00), in such association having a par value capital of one hundred thousand dollars ($100,000.00) or less or hold more than one per cent (1%) of the par value capital stock of such association having a par value capital of more than one hundred thousand dollars ($100,000.00); provided, that in associations having a capital stock of more than five hundred thousand dollars ($500,000.00), each stockholder shall be entitled to as many votes as he has shares of stock. Section 2. Whereas, this Act is necessary for the support of the State government and its existing public institutions, an emergency is hereby declared to exist, and this Act shall take effect on and after its passage and approval. Approved March 2, 1923. Courts CHAPTER 132. (H. B. 184) PROVIDING FOR THREE JUDGES IN SECOND CIRCUIT AN ACT Entitled, An Act to Provide an Additional Judge for the Second Judicial Circuit. Be It Enacted by the Legislature of the State of South Dakota : Section 1. That there shall be three Judges of the Circuit Court of the Second Judicial Circuit, and the vacancy in the office of the Judges of said Circuit Court created by the provision hereby made for an additional Judge for said Court in said Circuit shall be filled by appointment by the Governor, and such appointee shall hold the office until his successor is elected at the next general elction at which Circuit Judges for said Circuit shall be elected as provided by law, and has qualified; provided, however, that not more than two of the Judges of said Circuit Court shall be electors of the same county at the time of their election or appointment. The discharge of the duties of the offices shall be apportioned by said Judges by agreement among them, and in case of their failure so to agree then the presiding Judge of the Supreme Court shall from time to time direct. Section 2. That all Acts or parts of Acts in conflict with the provisions of this Act are hereby repealed. Approved February 27, 1923. CHAPTER 133. (H. B. 142.) TERMS OF COURT, THIRD CIRCUIT AN ACT Entitled, An Act to Amend Section 5172 of the South Dakota Revised Code of 1919, as Amended by Chapter 174 of the Session Laws of 1921, Relating to the Boundaries and Terms of Court of the Third Judicial Circuit. Be It Enacted by the Legislature of the State of South Dakota: Section 1. That Section 5172 of the South Dakota Revised Code of 1919, as amended by Chapter 174 of the Session Laws of 1921, be amended to read as follows: Section 5172. Third Circuit. The Third Judicial Circuit shall consist of the Counties of Brookings, Clark, Codington, Deuel and Hamlin ̧ Regular terms of Court shall be held annually in each of said Counties as follows: |