Nonprofit Corporation Board Action Without a Meeting in South Dakota

Short answer South Dakota permits action without a meeting when all directors or all committee members sign a written consent setting out the action. If the articles or bylaws permit, the consent and signature may be transmitted by reasonable means, expressly including email and electronic facsimile. The consent has the same force and effect as a unanimous vote.

State

South Dakota

Statute checked

October 1, 2026

Sources

1 statute

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At a glance

Governing law and documents	S.D. Codified Laws § 47-23-6; articles/bylaws control permission to transmit consent/signature by reasonable means
Covered actions and limits	Action required/permitted at member or director meeting, or permitted at committee meeting, under chs. 47-22–47-28 (§ 47-23-6)
Required consent threshold	All directors or all committee members sign, as applicable (§ 47-23-6)
Notice and objection	Unanimous consent under § 47-23-6; no separate consent notice or objection route stated there
Committee action	§ 47-23-6 expressly covers committee-of-directors action; all committee members sign
Form, signature, and electronic method	Written consent setting forth action; if articles/bylaws permit, consent and signature may travel by mail, hand delivery, email, fax, or other reasonable means
Delivery and records	Document-authorized reasonable transmission; § 47-23-6 states no particular recipient or minutes-filing step
Effective time and revocation	§ 47-23-6 states no separate effective-time, future-consent, or revocation rule
Legal effect and exceptions	Same force/effect as unanimous vote; may be stated in articles or document filed with secretary of state (§ 47-23-6)

Requirements one by one

Signatures and transmission

Under § 47-23-6, every director must sign for board action, or every committee member for committee action. The consent must be in writing and set out the action. If the articles or bylaws permit it, the consent and signature may be transmitted by any reasonable means; the statute names traditional mail, hand delivery, email, and electronic facsimile as examples.

What trips people up

The express email/fax permission in § 47-23-6 is conditioned on the articles or bylaws permitting reasonable transmission. The provision does not specify a separate effective date, a recipient for delivery, or a minutes-filing step, so those mechanics should be checked in the governing documents rather than assumed from another state's procedure.

A committee may use this statutory consent route because the section expressly names a committee of directors. The consent provision does not itself grant the committee authority over every board matter; its delegated scope still matters.

Common questions

Can a majority of the directors sign instead?

No. Section 47-23-6 requires all directors for board action, or all members of the acting committee.

Does the consent have meeting-vote effect?

It has the same force and effect as a unanimous vote, and § 47-23-6 permits that effect to be stated in articles or another document filed with the secretary of state.

Statutes and sources

S.D. Codified Laws § 47-23-6 — unanimous director and committee consent, transmission, and vote effect; accessed October 1, 2026.

Source links

Every statute quoted above, linked, with the date we checked it.

S.D. Codified Laws § 47-23-6 · accessed 2026-10-01

This page gives general legal information about action without a meeting by the board or board committee of an ordinary domestic nonprofit corporation. It is not legal advice. Articles, bylaws, membership structure, board size, committee authority, the proposed action, notice, delivery, and dates may change the applicable procedure. A consent that satisfies the procedural statute may still require separate member or transaction approval and may raise fiduciary or tax questions. Confirm current official law and governing documents and seek qualified advice for a disputed or consequential action.

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