Business Corporation Board Committee Creation and Delegation in South Dakota
At a glance
| Law and committee scope | South Dakota Business Corporation Act; board-created committees of one or more directors (§§ 47-1A-801, -825). |
|---|---|
| Creation and approval | Board creates and appoints; greater of majority of all directors in office or article/bylaw action number, unless chapter provides otherwise; chapter, articles, or bylaws may preclude committee (§ 47-1A-825). |
| Membership and appointment | One or more board members, appointed by the board (§ 47-1A-825). |
| Alternates and changes | Board may appoint director alternates; present qualified members may unanimously name a temporary director substitute unless documents or creating resolution say otherwise; committee cannot fill board or committee vacancies (§§ 47-1A-825.1, -825.3). |
| Delegated authority | Board, articles, or bylaws specify the extent of committee board power; board retains statutory direction of business (§§ 47-1A-801, -825.1). |
| Actions reserved elsewhere | No shareholder-required acts, board/committee vacancy filling, or bylaw changes; distributions only by board formula, method, or limits. Section lists no separate equity or merger exclusion (§ 47-1A-825.1). |
| Subcommittees | Section 47-1A-825 authorizes board-created committees but supplies no express committee-created subcommittee route. |
| Procedure and oversight | Board procedure applies; majority quorum/vote defaults with one-third quorum floor, all-director written consent; committee action records required; delegation alone does not establish director conduct compliance (§§ 47-1A-821, -824, -825, -825.2, -1601). |
Requirements one by one
Creation and membership
Section 47-1A-825 authorizes the board to create one or more committees and appoint one or more of its own members, unless the chapter, articles, or bylaws provide otherwise. The creation and appointments require the greater of a majority of all directors in office or the number required by the articles or bylaws for action under § 47-1A-824.1, unless the chapter provides otherwise. The section does not specify a separate resolution form.
Alternates and temporary replacement
Under § 47-1A-825.3, the board may appoint director alternates for absent or disqualified committee members. Unless the articles, bylaws, or creating resolution provide otherwise, present members who may vote can unanimously appoint another director to serve temporarily. This does not give a committee the power to fill vacancies barred by § 47-1A-825.1(3).
Delegated authority and reserved decisions
Section 47-1A-825.1 allows a committee to exercise § 47-1A-801 board powers only to the extent specified by the board, articles, or bylaws. It bars a committee from approving or proposing shareholder-required action, filling board or committee vacancies, and changing bylaws. Distributions require a formula, method, or limits prescribed by the board. Section 47-1A-801 keeps corporate affairs under board direction, subject to its stated exceptions.
Procedure and records
Section 47-1A-825 applies §§ 47-1A-820 through -824.1 to committees and members. Section 47-1A-824 ordinarily uses a majority quorum and majority-of-present vote, with an article/bylaw quorum floor of one-third; § 47-1A-821 provides for signed, delivered consent by every director unless documents require a meeting. Section 47-1A-824.1 addresses when a director present at a committee meeting is deemed to assent. Section 47-1A-1601 requires a record of committee actions taken in place of the board.
What trips people up
Section 47-1A-825.2 says committee creation, delegation, or action does not alone establish a director's compliance with the statutory conduct standards. The temporary replacement route in § 47-1A-825.3 is subject to the articles, bylaws, and creating resolution.
Common questions
Can a committee have one director?
Yes. Section 47-1A-825 permits appointment of one or more board members, subject to the chapter and governing documents.
Can the committee set its own distribution limits?
Section 47-1A-825.1(1) requires the board to prescribe the distribution formula, method, or limits.
Can a committee create a subcommittee?
Section 47-1A-825 addresses creation by the board; it does not state a separate power for a committee to create a subcommittee.
Statutes and sources
- S.D. Codified Laws § 47-1A-801 — South Dakota Legislature. Accessed 2026-09-27.
- S.D. Codified Laws § 47-1A-821 — South Dakota Legislature. Accessed 2026-09-27.
- S.D. Codified Laws § 47-1A-824 — South Dakota Legislature. Accessed 2026-09-27.
- S.D. Codified Laws § 47-1A-824.1 — South Dakota Legislature. Accessed 2026-09-27.
- S.D. Codified Laws § 47-1A-825 — South Dakota Legislature. Accessed 2026-09-27.
- S.D. Codified Laws § 47-1A-825.1 — South Dakota Legislature. Accessed 2026-09-27.
- S.D. Codified Laws § 47-1A-825.2 — South Dakota Legislature. Accessed 2026-09-27.
- S.D. Codified Laws § 47-1A-825.3 — South Dakota Legislature. Accessed 2026-09-27.
- S.D. Codified Laws § 47-1A-1601 — South Dakota Legislature. Accessed 2026-09-27.
Source links
Every statute quoted above, linked, with the date we checked it.
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