Nonprofit Corporation Membership Exit and Termination in South Dakota
At a glance
| Governing law and covered members | South Dakota nonprofit corporation law; corporation may have member classes or no members (§ 47-23-1) |
|---|---|
| Documents, classes, and decision maker | Articles/bylaws state each class’s qualifications and rights; bylaws may regulate affairs consistently with law/articles (§§ 47-23-1, 47-22-33) |
| Transfer of membership rights | Membership certificates may evidence status; check class terms for transfer conditions (§ 47-23-1) |
| Voluntary resignation | Check articles/bylaws for membership qualifications and exit terms; § 47-23-1 states no individual resignation method |
| Expulsion, suspension, and termination | Check articles/bylaws for class rights and procedure; § 47-23-1 states no general expulsion vote |
| Notice and opportunity to respond | No individual exit notice or hearing timetable in cited member-class provision; check governing terms (§ 47-23-1) |
| Rights and records after exit | Articles/bylaws may change voting rights; voting-member name/address record required; inspection route belongs to a member (§§ 47-23-8, 47-24-1, -2) |
| Dues and prior commitments | Member not liable merely as member on corporate obligations; check separate dues commitments (§ 47-23-2) |
| Challenge period and remedy | No individual exit challenge period in cited member-class provision; review governing terms and applicable law (§ 47-23-1) |
Ordinary membership procedure
Under § 47-23-1, the articles or bylaws state a member class's qualifications and rights; the corporation may also have no members. Section 47-22-33 permits bylaws to regulate corporate affairs consistently with law and the articles. Read those documents for the actual class terms and any procedure for transfer, resignation, suspension, or expulsion. The cited member-class provision does not select a universal decision maker or prescribe an individual exit hearing.
What trips people up
Section 47-23-8 lets the articles or bylaws limit, enlarge, or deny a class's vote; otherwise each member has one vote on matters submitted to members. That voting default does not itself direct how to decide an individual expulsion. Under § 47-24-1, the corporation keeps voting members' names and addresses at its registered or principal office. Section 47-23-2 protects a person from the corporation's obligations solely by reason of member status; read any separate dues commitment on its own terms.
Common questions
Does a membership certificate make the membership transferable?
Section 47-23-1 permits a certificate evidencing membership. It does not state a transfer method. Check the class qualifications and rights in the articles or bylaws.
Can a former member use the statute's inspection right?
Section 47-24-2 gives the inspection route to a member, the member's agent, or attorney for a proper purpose at a reasonable time. Whether someone still holds member status after an exit turns on the governing terms and circumstances.
Statutes and sources
- S.D. Codified Laws §§ 47-23-1, -2, and -8: member classes, liability, and voting. Official § 47-23-1, § 47-23-2, and § 47-23-8, accessed 2026-10-03.
- S.D. Codified Laws § 47-22-33: bylaws. Official statute, accessed 2026-10-03.
- S.D. Codified Laws §§ 47-24-1 and -2: records and member inspection. Official § 47-24-1 and § 47-24-2, accessed 2026-10-03.
Source links
Every statute quoted above, linked, with the date we checked it.
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