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47-11B OPTOMETRIC CORPORATIONS
CHAPTER 47-11B

OPTOMETRIC CORPORATIONS

47-11B-1      Optometric corporations and liability companies authorized.
47-11B-1.1      Definition of terms.
47-11B-2      Corporate name--Ethical standards.
47-11B-3      Optometric license required for officers, directors and shareholders.
47-11B-3.1      Revocable trust as shareholder--Conditions.
47-11B-4      Purchase at book value of shares of deceased or ineligible shareholder.
47-11B-5      Contracts for personal services with licensed optometrists.
47-11B-6      Professional services limited to licensed agents.
47-11B-7      Licensed employees subject to discipline under practice act.
47-11B-8      Certificate of registration required--Contents of application.
47-11B-9      Investigation on application--Conditions to issuance of certificate--Duration of certificate.
47-11B-10      Posting of certificate.
47-11B-11      Change of location of corporation--Certificate amended.
47-11B-12      Certificate not assignable.
47-11B-13      Annual renewal of certificate--Conditions.
47-11B-14      Suspension or revocation of certificate--Grounds.
47-11B-15      Suspension or revocation of certificate--Applicable procedure.
47-11B-16      Relationship with patient unchanged.
47-11B-17 to 47-11B-21. Repealed.
47-11B-21.1      Personal liability of shareholders, directors, and officers of professional corporations or members or managers of limited liability companies limited for corporate or individual obligations--Exception.
47-11B-21.2      Amendment of articles of incorporation to be consistent with law.
47-11B-21.3      Application of repealed provisions to acts, errors, or omissions occurring before July 1, 2005.
47-11B-22      Pension and insurance plans for employees--Restrictions on terms.
47-11B-23      Regulations issued by state board.


47-11B-1 Optometric corporations and liability companies authorized.
     47-11B-1.   Optometric corporations and liability companies authorized. One or more optometrists may form professional service corporations for the practice of optometry under the South Dakota Business Corporation Act, as amended, providing that such corporations are organized and operated in accordance with the provisions of this chapter. Optometrists may form a limited liability company for the practice of optometry under the South Dakota Limited Liability Company Act, as amended, providing that such limited liability companies are organized and operated in accordance with the provisions of this chapter.

Source: SL 1972, ch 249, § 1; SL 1993, ch 344, § 39G.


47-11B-1.1 Definition of terms.
     47-11B-1.1.   Definition of terms. Terms used in this chapter mean:
             (1)      "Articles of incorporation," includes the articles of organization of a limited liability company;
             (2)      "Corporation," both corporations under the South Dakota Business Corporations Act and limited liability companies under the South Dakota Limited Liability Company Act;
             (3)      "Director" or "officer," includes any manager of a limited liability company or the members of a limited liability company that does not have managers;
             (4)      "Incorporation," includes the members of a limited liability company;
             (5)      "Shareholders," includes the members of a limited liability company;
             (6)      "Shares" or "stock," includes membership interests in a limited liability company.

Source: SL 1993, ch 344, § 39H.


47-11B-2 Corporate name--Ethical standards.
     47-11B-2.   Corporate name--Ethical standards. The corporate name shall contain the words "professional company" or "professional corporation" or abbreviations thereof, such as "Prof. Co." "Prof. Corp." or "P.C." or "Prof. Ltd." The name of a professional limited liability company shall contain the words "professional limited liability company" or the abbreviation "Prof. L.L.C." In addition, the name of the corporation or limited liability company shall always meet the ethical standards to be established by the State Board of Examiners in Optometry by duly adopted rules and regulations.

Source: SL 1972, ch 249, § 2; SL 1993, ch 344, § 39I.


47-11B-3 Optometric license required for officers, directors and shareholders.
     47-11B-3.   Optometric license required for officers, directors and shareholders. All of the officers, directors, and shareholders of a corporation created by this chapter shall at all times be persons registered pursuant to the provisions of chapter 36-7. No person who is not so licensed shall have any part in the ownership or control of such corporation, nor may any proxy to vote any shares of such corporation be given to a person who is not so registered.

Source: SL 1972, ch 249, § 3.


47-11B-3.1 Revocable trust as shareholder--Conditions.
     47-11B-3.1.   Revocable trust as shareholder--Conditions. Notwithstanding any other provisions of this chapter, a revocable trust may be a shareholder in a corporation or limited liability company organized under this chapter, for so long as the grantor of the revocable trust is living and is eligible to be a shareholder of a corporation organized under this chapter. After the death of the grantor, the shares owned by a revocable trust are subject to any divestiture and redemption provisions of this chapter as if the shares were directly owned by the grantor of the trust.

Source: SL 2002, ch 205, § 3.


47-11B-4 Purchase at book value of shares of deceased or ineligible shareholder.
     47-11B-4.   Purchase at book value of shares of deceased or ineligible shareholder. If the articles of incorporation or bylaws of a corporation subject to this chapter fail to state a price or method of determining a fixed price at which the corporation or its shareholders may purchase the shares of a deceased shareholder or shareholder no longer qualified to own shares in the corporation, then the price for such shares shall be the book value as of the end of the month immediately preceding the death or disqualification of the shareholder. Book value shall be determined from the books and records of the corporation in accordance with the regular accounting method used by the corporation.

Source: SL 1972, ch 249, § 4.


47-11B-5 Contracts for personal services with licensed optometrists.
     47-11B-5.   Contracts for personal services with licensed optometrists. Notwithstanding any provision of statute to the contrary, any corporation formed pursuant to this chapter may enter into contracts for personal services with persons registered pursuant to chapter 36-7 for such duration as is agreed to between the parties and persons so registered may enter into contracts with corporations formed under this chapter.

Source: SL 1972, ch 249, § 5.


47-11B-6 Professional services limited to licensed agents.
     47-11B-6.   Professional services limited to licensed agents. A corporation formed pursuant to this chapter may render professional services only through its officers, employees, and agents who are duly registered to render such professional services under the provisions of chapter 36-7; provided, however, this section shall not be interpreted to include in the term "employee," as used herein, clerks, secretaries, bookkeepers, technicians, and other assistants who are not considered by law to be rendering professional services to the public.

Source: SL 1972, ch 249, § 6.


47-11B-7 Licensed employees subject to discipline under practice act.
     47-11B-7.   Licensed employees subject to discipline under practice act. Each individual employee registered pursuant to chapter 36-7 who is employed by a corporation subject to this chapter shall remain subject to reprimand or discipline for his conduct under the provisions of chapter 36-7.

Source: SL 1972, ch 249, § 7.


47-11B-8 Certificate of registration required--Contents of application.
     47-11B-8.   Certificate of registration required--Contents of application. No corporation shall open, operate, or maintain an establishment for the practice of optometry without a certificate of registration from the State Board of Examiners in Optometry, hereinafter referred to as the board. Application for such registration shall be made to the board in writing and shall contain the name and address of the corporation and such other information as may be required by the board.

Source: SL 1972, ch 249, § 8.


47-11B-9 Investigation on application--Conditions to issuance of certificate--Duration of certifica...
     47-11B-9.   Investigation on application--Conditions to issuance of certificate--Duration of certificate. Upon receipt of an application made pursuant to § 47-11B-8, the Board of Examiners in Optometry shall make an investigation of the corporation. If the board finds that the incorporators, officers, directors, and shareholders are each registered pursuant to chapter 36-7 and if no disciplinary action is pending before the board against any of them, and if it appears that the corporation will be conducted in compliance with law and regulations of the board, the board shall issue, upon payment of a registration fee of fifty dollars, a certificate which shall remain effective until January first following the date of such registration.

Source: SL 1972, ch 249, § 9.


47-11B-10 Posting of certificate.
     47-11B-10.   Posting of certificate. The certificate of registration issued pursuant to § 47-11B-8 shall be conspicuously posted upon the premises to which it is applicable.

Source: SL 1972, ch 249, § 10.


47-11B-11 Change of location of corporation--Certificate amended.
     47-11B-11.   Change of location of corporation--Certificate amended. In the event of a change of location of the registered corporation, the Board of Examiners in Optometry, in accordance with its regulations, shall amend the certificate of registration so that it shall comply to the new location.

Source: SL 1972, ch 249, § 11.


47-11B-12 Certificate not assignable.
     47-11B-12.   Certificate not assignable. No certificate of registration issued under this chapter shall be assignable.

Source: SL 1972, ch 249, § 12.


47-11B-13 Annual renewal of certificate--Conditions.
     47-11B-13.   Annual renewal of certificate--Conditions. Upon written application of the holder, accompanied by a fee of ten dollars, the Board of Examiners in Optometry shall annually renew the certificate of registration, if the board finds that the corporation has complied with its regulations and the provisions of this chapter.

Source: SL 1972, ch 249, § 13.


47-11B-14 Suspension or revocation of certificate--Grounds.
     47-11B-14.   Suspension or revocation of certificate--Grounds. The Board of Examiners in Optometry may suspend or revoke any certificate of registration issued under this chapter for any of the following reasons:
             (1)      The revocation or suspension of the registration to practice optometry of any officer, director, shareholder, or employee not promptly removed or discharged by the corporation;
             (2)      Unethical professional conduct on the part of any officer, director, stockholder, or employee not promptly removed or discharged by the corporation;
             (3)      The death of the last remaining shareholder; or
             (4)      Upon finding that the holder of a certificate has failed to comply with the provisions of this chapter or the regulations prescribed by the board.

Source: SL 1972, ch 249, § 14.


47-11B-15 Suspension or revocation of certificate--Applicable procedure.
     47-11B-15.   Suspension or revocation of certificate--Applicable procedure. Any proceedings undertaken by the Board of Examiners in Optometry for the revocation or suspension of a certificate of registration shall be deemed a contested case under the provisions of chapter 1-26.

Source: SL 1972, ch 249, § 15.


47-11B-16 Relationship with patient unchanged.
     47-11B-16.   Relationship with patient unchanged. This chapter does not alter any law applicable to the relationship between an optometrist furnishing professional services and a person receiving such service, including liability arising out of such service.

Source: SL 1972, ch 249, § 16.


47-11B-17
     47-11B-17 to 47-11B-21.   Repealed by SL 2005, ch 240, § 5.


47-11B-18 Professional services to be covered by insurance.
     47-11B-18.   Professional services to be covered by insurance. Professional liability insurance required in subdivision 47-11B-17(2) shall insure the corporation against liability imposed upon the corporation by law for damages resulting from any claim made against the corporation arising out of the performance of professional services for others by optometrists employed by the corporation in their capacities as optometrists.

Source: SL 1972, ch 249, § 18.


47-11B-19 Nonprofessional acts to be covered by insurance.
     47-11B-19.   Nonprofessional acts to be covered by insurance. The policy of professional liability insurance required by subdivision 47-11B-17(2) shall insure the corporation against liability imposed upon it by law for damages arising out of the acts, errors, and omissions of all nonprofessional employees.

Source: SL 1972, ch 249, § 19.


47-11B-20 Policy limits required in liability insurance.
     47-11B-20.   Policy limits required in liability insurance. Professional liability insurance required by subdivision 47-11B-17(2) shall be in an amount for each claim of at least fifty thousand dollars multiplied by the number of optometrists employed by the corporation; a policy may provide for an aggregate top limit of liability per year for all claims of one hundred fifty thousand dollars also multiplied by the number of optometrists employed by the corporation; provided, that no firm shall be required to carry insurance in excess of three hundred thousand dollars for each claim with an aggregate top limit of liability of all claims during the year of nine hundred thousand dollars.

Source: SL 1972, ch 249, § 20.


47-11B-21 Exclusions and conditions permitted in liability insurance.
     47-11B-21.   Exclusions and conditions permitted in liability insurance. The policy of professional liability insurance required by subdivision 47-11B-17(2) may provide that it does not apply to:
             (1)      Any dishonest, fraudulent, criminal, or malicious act or omission of the insured corporation or any stockholder or employee thereof;
             (2)      The conduct of any business enterprise (as distinguished from the practice of optometry) in which the insured corporation under this chapter is not permitted to engage, but which nevertheless may be owned by the insured corporation or in which the insured corporation may be a partner or which may be controlled, operated, or managed by the insured corporation in its own or a fiduciary capacity, including the ownership, maintenance, or use of any property in connection therewith;
             (3)      Injury to or destruction of any tangible personal property, including loss of use thereof; and
             (4)      May contain reasonable provisions with respect to policy period, territory, claims, conditions, and other usual matters.

Source: SL 1972, ch 249, § 21.


47-11B-21.1 Personal liability of shareholders, directors, and officers of professional corporations o...
     47-11B-21.1.   Personal liability of shareholders, directors, and officers of professional corporations or members or managers of limited liability companies limited for corporate or individual obligations--Exception. An obligation of a professional corporation or limited liability company formed pursuant to chapter 47-11A, 47-11B, 47-11C, 47-11D, 47-11E, 47-13A, or 47-13B, whether arising in contract, tort, or otherwise, is the obligation of the professional corporation or limited liability company and the individual whose act or omission gives rise to the obligation. No shareholder, director, or officer of a professional corporation or member or manager of a limited liability company is personally liable, directly or indirectly, by way of contribution or otherwise, for such obligation based solely on such person's capacity as a shareholder, director, or officer of a professional corporation or member or manager of a limited liability company. This limitation of liability does not extend to amounts owed to the State of South Dakota or its political subdivisions for any taxes, or any penalty or interest on such taxes.

Source: SL 2005, ch 240, § 1.


47-11B-21.2 Amendment of articles of incorporation to be consistent with law.
     47-11B-21.2.   Amendment of articles of incorporation to be consistent with law. Any professional corporation or limited liability company may amend its articles of incorporation to be consistent with SL 2005, ch 240.

Source: SL 2005, ch 240, § 2.


47-11B-21.3 Application of repealed provisions to acts, errors, or omissions occurring before July 1, ...
     47-11B-21.3.   Application of repealed provisions to acts, errors, or omissions occurring before July 1, 2005. The repealed provisions contained in SL 2005, ch 240, that limited the liability of a shareholder, director, or officer of a professional corporation or member or manager of a limited liability company by limiting or eliminating the joint and several liability of such person for any act, error, or omission of an employee of the professional corporation or limited liability company by maintaining professional liability insurance meeting certain standards, shall remain in effect for any act, error, or omission, whether arising in contract, tort, or otherwise, occurring before July 1, 2005.

Source: SL 2005, ch 240, § 11.


47-11B-22 Pension and insurance plans for employees--Restrictions on terms.
     47-11B-22.   Pension and insurance plans for employees--Restrictions on terms. A corporation formed pursuant to the provisions of this chapter, may adopt a pension, profit sharing (whether cash or deferred), health and accident, insurance, or welfare plan for all or part of its employees, including lay employees, providing that such plan does not require or result in the sharing of specific or identifiable fees with any lay employees and any payments made to lay employees or into any such plan in behalf of lay employees are based upon their compensation or length of service, or both, rather than the amount of fees or income received by the corporation or its shareholders.

Source: SL 1972, ch 249, § 22; SL 2013, ch 173, § 7.


47-11B-23 Regulations issued by state board.
     47-11B-23.   Regulations issued by state board. The State Board of Examiners in Optometry shall have power to issue from time to time such regulations as they consider necessary to carry out the provisions of this chapter.

Source: SL 1972, ch 249, § 23.


Title 47

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