Nonprofit Corporation Bylaw Adoption and Amendment Requirements in South Dakota
At a glance
| Governing law and entity | South Dakota nonprofit corporation law, chapters 47-22 to 47-28 (§§ 47-22-33, 47-23-12). |
|---|---|
| Initial bylaw duty and actor | Board shall adopt initial bylaws (§ 47-22-33). |
| Organizational action and timing | After certificate issuance, majority of incorporators calls named first board; each director gets three days’ mailed notice stating time/place (§ 47-22-31). |
| Permitted content and hierarchy | Management provisions consistent with law/articles; bylaw change to director number controls unless articles reserve article amendment (§§ 47-22-33–34). |
| Board amendment power | Board ordinarily alters, amends, repeals, or adopts bylaws unless articles/bylaws differ; majority present at quorum is default (§§ 47-22-33, 47-23-20). |
| Member vote and class approval | Member bylaw authority depends on articles/bylaws; when members act, majority of votes represented at quorum, subject to greater/class requirements; unanimous consent or statutory ballot route (§§ 47-22-33, 47-23-6, -9, -12, -23). |
| Notice and protected bylaws | Member meetings ordinarily get 10–50 days’ notice; board notice follows bylaws; greater document votes and protected article reservation for director-number change control (§§ 47-22-34, 47-23-7, -21, -23). |
| Emergency bylaws | Board may adopt emergency bylaws during national-security, national-health, or other declared emergency requiring action; effect ends with emergency (§§ 47-22-35, -39). |
| Records and access | Account books, minutes, and voting-member address record required; members/agents may inspect books and records for proper purpose at reasonable time (§§ 47-24-1–2). |
Requirements one by one
Initial adoption and organization
Section 47-22-33 requires the board to adopt initial bylaws. Under § 47-22-31, after the incorporation certificate issues, a majority of incorporators calls an organization meeting of the first board named in the articles to adopt bylaws and elect officers. The calling incorporators give each named director at least three days' mailed notice stating the time and place.
Content, amendment power, and votes
Section 47-22-33 permits bylaw provisions regulating or managing the corporation's affairs if they are consistent with law and the articles. The board ordinarily may alter, amend, repeal, or adopt bylaws unless the articles or bylaws provide otherwise. Section 47-23-20 makes a majority of directors present at a quorate meeting the default board vote; § 47-23-21 sends board meeting notice to the bylaws.
If the documents provide for member action on a bylaw, § 47-23-12 supplies the ordinary member vote: a majority of votes represented in person or by proxy at a meeting with a quorum. Its default quorum is members holding one-tenth of votes entitled to be cast; the bylaws may change that. Sections 47-23-8 and 47-23-23 allow documents to alter member voting rights and require a greater vote or class concurrence. Section 47-23-6 permits action by written consent signed by all members entitled to vote; § 47-23-9 also permits a ballot without a meeting, subject to its delivery, quorum, and approval conditions.
Emergency bylaws and records
Under § 47-22-35, directors may adopt emergency bylaws during a national-security, national-health, or other declared emergency requiring that action. Section 47-22-39 keeps consistent ordinary bylaws in force during the emergency and ends emergency-bylaw operation when the emergency terminates.
Section 47-24-1 requires account books, minutes of member and board proceedings, and an address record for voting members at the registered or principal office. Under § 47-24-2, a member or agent or attorney may inspect all corporate books and records for a proper purpose at a reasonable time.
What trips people up
Section 47-22-34 makes an unusual exception to articles priority: a bylaw amendment changing the number of directors controls unless the articles reserve such a change to an article amendment. For other inconsistencies, the articles control.
Section 47-23-7 ordinarily requires 10 to 50 days' written notice for member meetings, stating the purpose of a special meeting. It permits other reasonable transmission methods when the articles or bylaws authorize them.
Common questions
Can the board approve a bylaw without a meeting? Section 47-23-6 allows written consent signed by all directors for an action that could be taken at a meeting.
Can an individual member inspect corporate records? Yes. Section 47-24-2 allows a member or the member's agent or attorney to inspect for a proper purpose at a reasonable time.
Statutes and sources
- S.D. Codified Laws § 47-22-31, accessed September 30, 2026.
- S.D. Codified Laws § 47-22-33, accessed September 30, 2026.
- S.D. Codified Laws § 47-22-34, accessed September 30, 2026.
- S.D. Codified Laws § 47-22-35, accessed September 30, 2026.
- S.D. Codified Laws § 47-22-39, accessed September 30, 2026.
- S.D. Codified Laws § 47-23-6, accessed September 30, 2026.
- S.D. Codified Laws § 47-23-7, accessed September 30, 2026.
- S.D. Codified Laws § 47-23-8, accessed September 30, 2026.
- S.D. Codified Laws § 47-23-9, accessed September 30, 2026.
- S.D. Codified Laws § 47-23-12, accessed September 30, 2026.
- S.D. Codified Laws § 47-23-20, accessed September 30, 2026.
- S.D. Codified Laws § 47-23-21, accessed September 30, 2026.
- S.D. Codified Laws § 47-23-23, accessed September 30, 2026.
- S.D. Codified Laws § 47-24-1, accessed September 30, 2026.
- S.D. Codified Laws § 47-24-2, accessed September 30, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
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