Nonprofit Corporation Director Election and Term Rules in South Dakota
At a glance
| Governing act and board route | Nonprofit corporation chapters 47-22 to 47-28; affairs managed by board (§ 47-23-13) |
|---|---|
| Initial directors and first selection | Articles name first board; serves until first annual director election or other articles/bylaws period (§ 47-23-15) |
| Who chooses successor directors | Later directors elected or appointed under articles/bylaws; officers may hold ex officio seats (§§ 47-23-16, -24) |
| Member and class election rights | Articles/bylaws may enlarge, limit or deny member/class vote; directors hold sole voting power if no voting members (§§ 47-23-8, -11) |
| Director term and maximum | Articles/bylaws set term; one year if omitted; § 47-23-16 states no numeric director-term cap (§ 47-23-16) |
| Staggered terms | Directors may be in classes with nonuniform terms (§ 47-23-17) |
| Term after filling a vacancy | Vacancy replacement serves predecessor's unexpired term; new board-filled seat ends at next director election (§ 47-23-19) |
| Holdover after term expires | Serves until successor elected or appointed and qualified (§ 47-23-17) |
Requirements one by one
First and later boards
The articles name the first board, which serves through the first annual director election unless the articles or bylaws set another period (§ 47-23-15). Those documents control how later directors are elected or appointed (§ 47-23-16); they may also give officers ex officio board seats (§ 47-23-24). Ordinarily the board manages the corporation's affairs (§ 47-23-13).
Member and class voting may be enlarged, limited or denied by the articles or bylaws. Otherwise each member receives one vote on matters submitted to members (§ 47-23-8). If there are no members or no voting members, directors hold the sole voting power (§ 47-23-11).
Terms and replacements
The articles or bylaws set a director's term; if they omit it, the term is one year. Section 47-23-16 does not state a numeric maximum. Director classes may have different term lengths, and a director remains in office until a successor is elected or appointed and qualified (§ 47-23-17).
A replacement for a vacant existing seat serves the predecessor's remaining term. A new seat filled by the board after a board-size increase instead runs only until the next director election (§ 47-23-19).
What trips people up
Identify whether a seat is vacant or newly added: § 47-23-19 gives those board seats different endpoints.
Common questions
Can members have no vote? Yes. The articles or bylaws may deny a member or class vote (§ 47-23-8). If no members can vote, the directors have sole voting power (§ 47-23-11).
Can an officer sit on the board by virtue of office? Yes, if the articles or bylaws provide an ex officio seat (§ 47-23-24).
Statutes and sources
The quoted provisions are from the current official South Dakota Codified Laws, accessed October 3, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
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