South Dakota Codified Laws 47-34A-404.1. Management of limited liability company
(a) In a member–managed company:
(1) Each member has equal rights in the management and conduct of the company’s business; and
Terms Used In South Dakota Codified Laws 47-34A-404.1
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- Articles of organization: means initial, amended, and restated articles of organization and articles of merger. See South Dakota Codified Laws 47-34A-101
- Business: includes every trade, occupation, profession, and other lawful purpose, whether or not carried on for profit. See South Dakota Codified Laws 47-34A-101
- Contribution: means any benefit provided by a person to a limited liability company:
(A) In order to become a member upon formation of the company and in accordance with an agreement between or among the persons that have agreed to become the initial members of the company. See South Dakota Codified Laws 47-34A-101
- Entity: means a person other than an individual. See South Dakota Codified Laws 47-34A-101
- Lease: A contract transferring the use of property or occupancy of land, space, structures, or equipment in consideration of a payment (e.g., rent). Source: OCC
- Manager: means a person, whether or not a member of a manager-managed company, who is vested with authority under section 301. See South Dakota Codified Laws 47-34A-101
- Member: means a person that:
(A) Prior to formation of the limited liability company, becomes a member as agreed by that person and the organizer of the limited liability company. See South Dakota Codified Laws 47-34A-101
- Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
- Property: includes property, real and personal. See South Dakota Codified Laws 2-14-2
(2) Except as otherwise provided in subsection (c), any matter relating to the business of the company may be decided by a majority of the members.
(b) In a manager–managed company:
(1) Each manager has equal rights in the management and conduct of the company’s business;
(2) Except as otherwise provided in subsection (c), any matter relating to the business of the company may be exclusively decided by the manager or, if there is more than one manager, by a majority of the managers; and
(3) A manager:
(i) Must be designated, appointed, elected, removed, or replaced by a vote, approval, or consent of a majority of the members; and
(ii) Holds office until a successor has been elected and qualified, unless the manager sooner resigns or is removed.
(c) The only matters of a member–or manager–managed company’s business requiring the consent of all of the members are:
(1) The amendment of the operating agreement under § 47-34A-103;
(2) The authorization or ratification of acts or transactions under § 47-34A-103(b)(2)(ii) which would otherwise violate the duty of loyalty;
(3) An amendment to the articles of organization under § 47-34A-204;
(4) The compromise of an obligation to make a contribution under § 47-34A-402(b);
(5) The compromise, as among members, of an obligation of a member to make a contribution or return money or other property paid or distributed in violation of this chapter;
(6) The making of interim distributions under § 47-34A-405(a), including the redemption of an interest;
(7) The admission of a new member;
(8) The use of the company’s property to redeem an interest subject to a charging order;
(9) The consent to dissolve the company under § 47-34A-801(a)(2);
(10) A waiver of the right to have the company’s business wound up and the company terminated under § 47-34A-802(b);
(11) The consent of members to merge with another entity under § 47-34A-904(c)(1); and
(12) The sale, lease, exchange, or other disposal of all, or substantially all, of the company’s property with or without goodwill.
(d) Action requiring the consent of members or managers under this chapter may be taken without a meeting.
(e) A member or manager may appoint a proxy to vote or otherwise act for the member or manager by signing an appointment instrument, either personally or by the member’s or manager’s attorney–in–fact.
Source: SL 1998, ch 272, § 404.1.