Nonprofit Corporation Articles Amendment Approval and Filing in South Dakota

At a glance

Requirements one by one

Proposal, vote and class rights

Section 47-22-14 allows an article change that remains lawful under Chapters 47-22 through 47-28. Under § 47-22-16, either the board or the members may adopt the proposal resolution. The amendment passes with at least a majority of votes that members present or represented by proxy are entitled to cast. Section 47-23-12 sets a default meeting quorum of holders of one-tenth of the votes, unless bylaws set another quorum. Member and class voting rights can be adjusted in the articles or bylaws (§ 47-23-8), and a greater member, director, or class vote those documents require controls (§ 47-23-23).

No-voting-member route

When there are no members or no members entitled to vote on the amendment, § 47-22-17 instead requires approval at a board meeting by a majority of directors in office.

Notice and action outside a meeting

Section 47-22-16 requires meeting notice with the proposed amendment or a summary; a member-proposed resolution must also be sent to the board. Unless articles or bylaws provide otherwise, § 47-23-7 sets the ordinary notice window at 10 to 50 days before the meeting. Section 47-23-6 permits action without a meeting by written consent signed by all members entitled to vote; § 47-22-19 expressly recognizes that consent in the filed articles. Section 47-23-9 also permits a ballot sent to every voting member unless the governing documents provide otherwise. The ballot must state the action, response deadline, quorum response count and approval percentage; participation and approvals must meet the meeting-equivalent thresholds.

Filing, effect and restatement

Section 47-22-19 requires an original and exact or conforming copy of articles signed by the board chair, president, or another officer. They state the corporate name and amendment, then certify the meeting, quorum, and vote; unanimous member consent; or no-voting-member board action. Section 47-22-20 directs delivery to the Secretary of State, who issues a certificate of amendment after finding conformity and payment of fees. Section 47-28-6(2) sets a $15 fee.

The default effective event is certificate issuance (§ 47-22-21). Section 47-28-19 permits a filing to specify a later effective time and date no later than the ninetieth day after filing. A restatement under § 47-22-23 integrates articles as previously amended; § 47-22-28 prescribes its contents and § 47-22-30 makes it effective when the restated certificate issues.

What trips people up

A member resolution can start the amendment process, but § 47-22-16 requires written notice of it to the board. A ballot under § 47-23-9 can pass with meeting-equivalent participation and approvals; § 47-23-6 written consent instead requires all members entitled to vote. The signed articles must certify the route actually used (§ 47-22-19).

Common questions

Can several amendments be considered at the same meeting?

Yes. Section 47-22-18 allows any number to be submitted and voted on at one meeting.

Can a member vote by proxy?

Yes, unless the articles or bylaws say otherwise. Section 47-23-9 requires a written proxy and ordinarily limits it to eleven months unless the proxy itself provides a longer period.

Statutes and sources

• S.D. Codified Laws § 47-22-14: “A corporation may amend its articles of incorporation, from time to time, in any and as many respects as may be desired, so long as its articles of incorporation as amended contain only such provisions as are lawful under chapters 47-22 to 47-28 , inclusive.” Official source (accessed 2026-10-02).
• S.D. Codified Laws § 47-22-16: “If the members are entitled to vote on an amendment to the articles of incorporation, the board of directors or the members shall adopt a resolution setting forth the proposed amendment and directing that it be submitted to a vote at a meeting of members entitled to vote thereon, which may be either an annual or a special meeting. Written notice setting forth the proposed amendment or a summary of the changes to be effected thereby shall be given to each member entitled to vote at such meeting within the time and in the manner provided in chapter 47-23 for the giving of notice of meetings of members. If the members adopt a resolution setting forth a proposed amendment, written notice shall also be provided to the board of directors. The proposed amendment shall be adopted upon receiving at least a majority of the vote entitled to be cast by members present or represented by proxy at any meeting of the members.” Official source (accessed 2026-10-02).
• S.D. Codified Laws § 47-22-17: “Where there are no members, or no members entitled to vote on an amendment to the articles of incorporation, an amendment shall be adopted at a meeting of the board of directors upon receiving the vote of a majority of the directors in office.” Official source (accessed 2026-10-02).
• S.D. Codified Laws § 47-22-18: “Any number of amendments to the articles of incorporation may be submitted and voted upon at any one meeting.” Official source (accessed 2026-10-02).
• S.D. Codified Laws § 47-22-19: “An original and an exact or conforming copy of the articles of amendment shall be executed by the chairman of the board of directors, by the corporation's president, or by another of its officers or, if the corporation has not been formed, by an incorporator, and shall set forth: (1) The name of the corporation; (2) The amendment so adopted; (3) If there are members entitled to vote thereon: (a) A statement setting forth the date of the meeting of members at which the amendment was adopted, that a quorum was present at such meeting, and that such amendment received at least a majority of the votes entitled to be cast by members present or represented by proxy at such meeting; or (b) A statement that such amendment was adopted by a consent in writing signed by all members entitled to vote with respect thereto; (4) If there are no members, or no members entitled to vote thereon, a statement of such fact, the date of the meeting of the board of directors at which the amendment was adopted, and a statement of the fact that such amendment received the vote of a majority of the directors in office.” Official source (accessed 2026-10-02).
• S.D. Codified Laws § 47-22-20: “The original and the copy of the articles of amendment shall be delivered to the secretary of state. If the secretary of state finds that the articles of amendment conform to law, when all fees have been paid as prescribed in chapter 47-28 , he shall: (1) Endorse the word "filed" on the original and the copy and the month, day, and year of filing; (2) File the original in his office; and (3) Issue a certificate of amendment to which he shall affix the copy. The certificate of amendment, together with the copy of the articles of amendment affixed thereto, shall be returned to the corporation or its representative.” Official source (accessed 2026-10-02).
• S.D. Codified Laws § 47-22-21: “Upon the issuance of the certificate of amendment by the secretary of state, the amendment shall become effective and the articles of incorporation shall be deemed to be amended accordingly.” Official source (accessed 2026-10-02).
• S.D. Codified Laws § 47-22-23: “A domestic corporation may at any time restate its articles of incorporation as theretofore amended, in the manner provided by §§ 47-22-24 to 47-22-30 , inclusive.” Official source (accessed 2026-10-02).
• S.D. Codified Laws § 47-22-28: “Upon approval pursuant to § 47-22-26 or 47-22-27 , one original and one exact or conforming copy of the restated articles of incorporation shall be executed by the chairman of the board of directors, by its president, or by another of its officers and shall set forth: (1) The name of the corporation; (2) The period of its duration; (3) The purpose or purposes which the corporation is authorized to pursue; and (4) Any other provisions, not inconsistent with law, which are then set forth in the articles of incorporation as theretofore amended, except that it shall not be necessary to set forth in the restated articles of incorporation the registered office of the corporation, its registered agent, its directors, or its incorporators. The restated articles of incorporation shall state that they correctly set forth the provisions of the articles of incorporation as theretofore amended, that they have been duly adopted as required by law and that they supersede the original articles of incorporation and all amendments thereto. The original and the copy of the restated articles of incorporation shall be delivered to the secretary of state.” Official source (accessed 2026-10-02).
• S.D. Codified Laws § 47-22-30: “Upon the issuance of the restated certificate of incorporation by the secretary of state, the restated articles of incorporation shall become effective and shall supersede the original articles of incorporation and all amendments thereto.” Official source (accessed 2026-10-02).
• S.D. Codified Laws § 47-23-6: “Any action required by chapters 47-22 to 47-28 , inclusive, to be taken at a meeting of the members or directors of a corporation, or any action which may be taken at a meeting of the members or directors or of a committee of directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all the members entitled to vote with respect to the subject matter thereof, or all of the directors, or all of the members of the committee of directors, as the case may be. If permitted in the articles of incorporation or the bylaws, such consent and signature may be transmitted by any reasonable means including, but not limited to, traditional mail, hand delivery, email, or electronic facsimile. Such consent shall have the same force and effect as a unanimous vote, and may be stated as such in any articles or document filed with the secretary of state under chapters 47-22 to 47-28 , inclusive.” Official source (accessed 2026-10-02).
• S.D. Codified Laws § 47-23-7: “Unless otherwise provided in the articles of incorporation or the bylaws, written notice stating the place, day, and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than fifty days before the date of the meeting, either personally or by mail, by or at the direction of the president, or the secretary, or the officers or persons calling the meeting, to each member entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the member at his address as it appears on the records of the corporation, with postage thereon prepaid. If permitted in the articles of incorporation or the bylaws, notice of meetings may be given by any reasonable means including, but not limited to, traditional mail, hand delivery, email, or electronic facsimile.” Official source (accessed 2026-10-02).
• S.D. Codified Laws § 47-23-8: “The right of the members, or any class or classes of members, to vote may be limited, enlarged, or denied to the extent specified in the articles of incorporation or the bylaws. Unless so limited, enlarged, or denied, each member, regardless of class, shall be entitled to one vote on each matter submitted to a vote of members.” Official source (accessed 2026-10-02).
• S.D. Codified Laws § 47-23-9: “A member entitled to vote may vote in person or, unless the articles of incorporation or the bylaws otherwise provide, may vote by proxy executed in writing by the member or by his duly authorized attorney in fact. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy. Except as otherwise provided in the articles of incorporation or bylaws, any action that may be taken at any annual, regular, or special meeting of members may be taken without a meeting if the corporation delivers a ballot to every member entitled to vote on the matter. Each ballot must: (1) Set forth each proposed action; (2) Provide an opportunity to vote for or against, or withhold a vote for, each proposed action; (3) Be delivered to each member by any means of transmission set forth in the bylaws or articles of incorporation. If no method is set forth in the bylaws or articles of incorporation, ballots may be delivered by any reasonable means, including, but not limited to, traditional mail, hand delivery, email, or electronic facsimile; (4) Indicate the number of responses needed to meet the quorum requirements; (5) State the percentage of approvals necessary to approve each matter other than election of directors; and (6) Specify the time by which a ballot must be received in order to be counted. Unless otherwise provided in the articles of incorporation or bylaws, approval by ballot, pursuant to this section, of action other than election of directors is valid only when the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot. Except as otherwise provided in the articles of incorporation or bylaws, a ballot may not be revoked.” Official source (accessed 2026-10-02).
• S.D. Codified Laws § 47-23-12: “The bylaws may provide the number or percentage of members entitled to vote represented in person or by proxy, or the number or percentage of votes represented in person or by proxy, which shall constitute a quorum at a meeting of members. In the absence of any such provision, members holding one - tenth of the votes entitled to be cast on the matter to be voted upon represented in person or by proxy shall constitute a quorum. A majority of the votes entitled to be cast on a matter to be voted upon by the members present or represented by proxy at a meeting at which a quorum is present shall be necessary for the adoption thereof unless a greater proportion is required by chapters 47-22 to 47-28 , inclusive, the articles of incorporation or the bylaws.” Official source (accessed 2026-10-02).
• S.D. Codified Laws § 47-23-23: “Whenever, with respect to any action to be taken by the members or directors of a corporation, the articles of incorporation or bylaws require the vote or concurrence of a greater proportion of the directors or members or any class of members than required by chapters 47-22 to 47-28 , inclusive, the provisions of the articles of incorporation or bylaws shall control.” Official source (accessed 2026-10-02).
• S.D. Codified Laws § 47-28-6: “The secretary of state shall charge and collect fees for: (1) Filing articles of incorporation and issuing a certificate of incorporation, thirty dollars; (2) Filing articles of amendment and issuing a certificate of amendment, fifteen dollars;” Official source (accessed 2026-10-02).
• S.D. Codified Laws § 47-28-19: “Notwithstanding any provision to the contrary in chapters 47-22 to 47-28 , inclusive, filings with the Office of Secretary of State may specify delayed effective time and date, and if it does so the document becomes effective at the time and date specified. If a delayed effective date is indicated, but no time is specified, the document is effective at the close of business on that date. A delayed effective date for a document may not be later than the ninetieth day after the date it is filed.” Official source (accessed 2026-10-02).