Nonprofit Corporation Director Removal and Vacancy Requirements in South Dakota

At a glance

Requirements one by one

Identify the seat and the articles procedure

The board manages the corporation’s affairs (§ 47-23-13). South Dakota requires at least three directors (§ 47-23-14). After the first board, the articles or bylaws set how directors are elected or appointed and their terms; without a term provision the term is one year (§ 47-23-16). Directors can be divided into classes with differing terms (§ 47-23-17). The documents may also give officers ex officio board seats (§ 47-23-24).

Section 47-23-18 says a director may be removed under a procedure in the articles of incorporation. It does not supply a standalone cause rule or vote threshold. The articles must be consulted for a member-elected, board-chosen, class, or ex officio seat. Member and class voting rights may be limited, enlarged, or denied in the articles or bylaws (§ 47-23-8). When a corporation has no voting members, directors have sole voting power (§ 47-23-11); that general rule still must be read with the articles procedure for removal.

Choose meeting, consent, or ballot

Unless the documents vary it, written notice of a special member meeting states the purpose and is delivered 10 to 50 days before the meeting (§ 47-23-7). Members or directors can act without a meeting when all those entitled to vote sign a written consent describing the action (§ 47-23-6). A ballot delivered to each voting member is another nonmeeting route when the governing documents do not exclude it and the participation and approval requirements are met (§ 47-23-9). Any removal still has to comply with the articles procedure (§ 47-23-18).

Fill the vacancy

The articles or bylaws may prescribe a different vacancy method. Otherwise, the affirmative vote of a majority of remaining directors fills an ordinary vacancy or new seat, even when the remaining directors are less than a quorum (§ 47-23-19). A vacancy successor serves the predecessor's unexpired term. A newly created seat filled by the board runs only until the next director election (§ 47-23-19).

What trips people up

A bylaw may set director election and term rules under § 47-23-16, but § 47-23-18 points specifically to an articles procedure for removal. Do not use a general member vote or a ballot as a substitute for that procedure.

Common questions

Can two remaining directors fill a board vacancy? If they are a majority of the remaining directors, § 47-23-19 allows the vote even below a quorum, subject to another method in the articles or bylaws.

Does adding a director create a full new term? A board-filled added seat runs only until the next director election under § 47-23-19.

Statutes and sources

Current official South Dakota statute text was accessed October 2, 2026. Verbatim excerpts and individual official section links appear in the source entries above.