Nonprofit Corporation Board Meeting, Notice, Quorum, and Director Proxy Rules in South Dakota
At a glance
| Governing law and documents | South Dakota nonprofit corporation law, chs. 47-22–47-28; articles/bylaws control notice and may vary quorum above statutory floor (§§ 47-23-20–21). |
|---|---|
| Meeting type, caller, and place | Regular/special meetings inside or outside state; ordinary caller follows governing documents; first organizational meeting called by majority of incorporators (§§ 47-22-31, 47-23-21). |
| Regular meeting notice | Notice as bylaws prescribe; § 47-23-21 sets no fixed regular-meeting lead time (§ 47-23-21). |
| Special meeting notice | Notice as bylaws prescribe; purpose need not be specified. First organizational meeting separately requires three days' mailed notice (§§ 47-22-31, 47-23-21). |
| Notice waiver and objection | Attendance waives notice unless director attends expressly to object that meeting was not lawfully called or convened; purpose need not appear in waiver (§ 47-23-21). |
| Remote attendance | Teleconference or similar equipment permitting everyone to hear each other at same time; counts as in-person presence unless articles/bylaws restrict (§ 47-23-21). |
| Quorum and minimum | Default majority of director number fixed by bylaws, otherwise articles; articles/bylaws cannot set below one-third of that number (§ 47-23-20). |
| Director proxy | Member proxy authorization is for member voting; board-action rule measures directors present and states no director-proxy method (§§ 47-23-9, -20). |
| Vote and assent | Majority of directors present at a quorate meeting, unless chapters 47-22–47-28 or articles/bylaws require greater vote (§§ 47-23-20, -23). |
Requirements one by one
Meeting location and notice
Section 47-23-21 permits a regular or special board meeting inside or outside South Dakota and assigns meeting notice to the bylaws. Its text does not specify a fixed lead time for an ordinary board meeting or require the meeting's business or purpose in the notice or waiver. The separate first-board organizational rule in § 47-22-31 authorizes a majority of incorporators to call that meeting and requires them to mail each named director at least three days' notice of its time and place.
Remote participation
Under § 47-23-21, a director joining by teleconference or similar equipment counts as present in person if everyone participating can hear each other at the same time. The articles or bylaws may restrict that method.
Quorum and action
Section 47-23-20 measures the ordinary quorum against the number of directors fixed by the bylaws, or the number stated in the articles if the bylaws fix none. The documents can change the majority default, but not below one-third of that number. A majority of directors present at a quorate meeting acts for the board unless the nonprofit chapters or governing documents require more; § 47-23-23 separately confirms that a greater document vote controls.
What trips people up
Section 47-23-9 authorizes a member to vote by proxy at a member meeting, subject to its terms. It does not supply a director-proxy rule for board voting: § 47-23-20 instead states board action in terms of directors present. Attendance at a board meeting also waives notice under § 47-23-21 unless the director attends expressly to object that the meeting was unlawfully called or convened.
Common questions
Must a special board meeting notice describe the business? Section 47-23-21 says the business and purpose of a regular or special board meeting need not be specified in its notice or waiver.
Does the three-day mailed notice rule govern every board meeting? No. Section 47-22-31 applies it to the initial organizational meeting of the board named in the articles; ordinary meeting notice follows § 47-23-21 and the bylaws.
Statutes and sources
- S.D. Codified Laws § 47-22-31, current official text accessed September 30, 2026.
- S.D. Codified Laws § 47-23-9, current official text accessed September 30, 2026.
- S.D. Codified Laws § 47-23-20, current official text accessed September 30, 2026.
- S.D. Codified Laws § 47-23-21, current official text accessed September 30, 2026.
- S.D. Codified Laws § 47-23-23, current official text accessed September 30, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
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