How many board members does a South Dakota nonprofit need?

South Dakota requires a minimum of 3 directors. Section 47-23-14 says "the number of directors of a corporation shall not be less than three." The bylaws fix the actual number, and in the absence of a bylaw the number stated in the articles of incorporation governs. Three is the floor for every nonprofit corporation under these chapters, with no smaller board for a corporation that has no members and no grace period for a new organization. A decrease in the number of directors does not shorten the term of a sitting director. Note that section 47-22-5 lets "one or more natural persons of the age of majority" incorporate, which is a rule about incorporators, not about the size of the board.

What is the quorum requirement for a South Dakota nonprofit board?

Section 47-23-20 says "a majority of the number of directors fixed by the bylaws, or in the absence of a bylaw fixing the number of directors, then of the number stated in the articles of incorporation, shall constitute a quorum for the transaction of business, unless otherwise provided in the articles of incorporation or the bylaws; but in no event shall a quorum consist of less than one-third of the number of directors so fixed or stated." So the articles or bylaws can move the quorum in either direction, but never below one third. The act of a majority of the directors present at a meeting at which a quorum is present is the act of the board, unless chapters 47-22 to 47-28, the articles, or the bylaws require a greater number.

How long can a South Dakota nonprofit board member serve?

Section 47-23-16 says directors after the first board "shall be elected or appointed in the manner and for the terms provided in the articles of incorporation or the bylaws," and that "in the absence of a provision fixing the term of office, the term of office of a director shall be one year." The chapters set no maximum term. Section 47-23-17 allows directors to be divided into classes with terms that need not be uniform.

South Dakota Nonprofit Board Requirements (2026)

What the statute requires

Governing statute: Nonprofit Corporations, S.D. Codified Laws chapters 47-22 to 47-28
Minimum directors: 3. Section 47-23-14 says "the number of directors of a corporation shall not be less than three." The bylaws fix the actual number, and in the absence of a bylaw the number stated in the articles of incorporation governs. Three is the floor for every nonprofit corporation under these chapters, with no smaller board for a corporation that has no members and no grace period for a new organization. A decrease in the number of directors does not shorten the term of a sitting director. Note that section 47-22-5 lets "one or more natural persons of the age of majority" incorporate, which is a rule about incorporators, not about the size of the board.
Term length: Section 47-23-16 says directors after the first board "shall be elected or appointed in the manner and for the terms provided in the articles of incorporation or the bylaws," and that "in the absence of a provision fixing the term of office, the term of office of a director shall be one year." The chapters set no maximum term. Section 47-23-17 allows directors to be divided into classes with terms that need not be uniform.
Term limits: Not specified by statute.
Quorum: Section 47-23-20 says "a majority of the number of directors fixed by the bylaws, or in the absence of a bylaw fixing the number of directors, then of the number stated in the articles of incorporation, shall constitute a quorum for the transaction of business, unless otherwise provided in the articles of incorporation or the bylaws; but in no event shall a quorum consist of less than one-third of the number of directors so fixed or stated." So the articles or bylaws can move the quorum in either direction, but never below one third. The act of a majority of the directors present at a meeting at which a quorum is present is the act of the board, unless chapters 47-22 to 47-28, the articles, or the bylaws require a greater number.
Annual meeting: Section 47-23-4 says "an annual meeting of the members of a corporation shall be held at such time as may be provided in the bylaws," and that "failure to hold the annual meeting at the designated time shall not work a forfeiture or dissolution of the corporation." The same section lets the articles or bylaws provide that an annual or regular meeting of members is held entirely by electronic communication, so long as members can read or hear the proceedings substantially concurrently, vote, pose questions, and make comments. Where a corporation has no members, or its members have no right to vote, section 47-23-11 says the directors have the sole voting power. The chapters set no minimum number of board meetings.
Conflict of interest: Not specified by statute.
Removing a director: Section 47-23-18 is one sentence: "A director may be removed from office pursuant to any procedure therefor provided in the articles of incorporation." It points to the articles of incorporation and nowhere else. The chapters supply no default removal procedure, no vote threshold, and no distinction between removal with and without cause.
Recurring state filing: Section 47-24-6 says a domestic nonprofit corporation authorized to engage in business in the state files a report under sections 59-11-24 to 59-11-26. The report goes to the Secretary of State and gives entity information, the location of the principal office, the names of the governors, and, since the agricultural land disclosure amendments, information about any agricultural land the entity owns. Section 59-11-25 gives the entity a choice of filing date made at formation: either "in the month representing the first-year anniversary of the entity's formation and in each same month annually thereafter," or "beginning in the calendar year after the entity's formation, on or before January thirty-first, and each January thirty-first thereafter." The entity indicates the date it selected on its formation document and can later switch by filing a change-of-filing-date form. Section 47-28-6 sets the fee for filing the annual report of a domestic nonprofit corporation at $10. Failing to file leads to administrative dissolution under section 47-24-13.1.

What's particular to South Dakota

South Dakota has no short-titled nonprofit corporation act. The law lives in seven chapters of the codified laws, 47-22 through 47-28, under headings like "Nonprofit Corporations, Formation and General Powers" and "Nonprofit Corporations, Members, Directors, Officers and Agents." Section 47-22-1 confirms the span by defining the terms used "throughout chapters 47-22 to 47-28." If you see a citation to a "South Dakota Nonprofit Corporation Act," it is a nickname rather than a statutory title.

The removal rule is unusually narrow and catches boards out. Section 47-23-18 allows removal only by a procedure set out in the articles of incorporation. A removal clause written into the bylaws has no hook in the statute, and most small nonprofits put governance detail in the bylaws. If removing a director matters to you, the procedure belongs in the articles.

South Dakota does not have a conflicting interest transaction statute for nonprofit corporations. There is nothing on self-dealing or interested directors in chapters 47-22, 47-23, or 47-24. What the law does supply is a flat prohibition in section 47-24-5: "no loans shall be made by a corporation to its directors or officers," and "any director or officer who assents to or participates in the making of any such loan shall be liable to the corporation for the amount of such loan until the repayment thereof." A written conflict of interest policy in your bylaws is doing real work in South Dakota, because the statute is not.

Two South Dakota specifics worth calendaring. First, your annual report date is a choice you made at formation: the anniversary month of the entity's formation, or January 31 each year. Check which one your articles selected rather than assuming a fixed statewide date. Second, section 47-24-17 requires written notice to the attorney general at least ten days before a sale, transfer, conversion, or merger of at least thirty percent of the corporation's assets.

This is a summary, not legal advice.

We cite the statute so you can read it yourself, and we last checked these on September 2, 2026. Statutes change, courts interpret them, and your own bylaws may impose stricter rules than the state does. Before you rely on any of this for a decision that matters, have a lawyer licensed in South Dakota review it.

Knowing the rule is the easy part.

Staying compliant means knowing whose term ends in March, whether you'll still have quorum after it does, and who hasn't signed this year's conflict of interest form. Board Manager tracks all three and tells you before they become a problem.

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South Dakota nonprofit board requirements

What the statute requires

What's particular to South Dakota

Knowing the rule is the easy part.

Sources

Other states