South Dakota Codified Laws
Chapter 23 - Nonprofit Corporations--Members, Directors, Officers And Agents
Section 47-23-14 - Number of directors--Bylaws as governing--Increasing or decreasing number of directors--Decrease as not affecting term.

47-23-14. Number of directors--Bylaws as governing--Increasing or decreasing number of directors--Decrease as not affecting term.
The number of directors of a corporation shall not be less than three. Subject to such limitation, the number of directors shall be fixed by the bylaws, except as to the number of the first board of directors which number shall be fixed by the articles of incorporation. The number of directors may be increased or decreased from time to time by amendment to the bylaws, unless the articles of incorporation provide that a change in the number of directors shall be made only by amendment of the articles of incorporation. No decrease in number shall have the effect of shortening the term of any incumbent director. In the absence of a bylaw fixing the number of directors, the number shall be the same as that stated in the articles of incorporation.

Source: SL 1965, ch 24, ยง20.

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Structure South Dakota Codified Laws

South Dakota Codified Laws

Title 47 - Corporations

Chapter 23 - Nonprofit Corporations--Members, Directors, Officers And Agents

Section 47-23-1 - Classes of members--Corporations without members--Articles of incorporation as governing--Certificates of membership.

Section 47-23-2 - Exoneration from personal liability.

Section 47-23-2.1 - Liability of director, trustee, committee member, or officer serving without compensation.

Section 47-23-3 - Members' meetings--Time and place.

Section 47-23-4 - Annual members' meeting--Time and place--Failure to hold meeting.

Section 47-23-5 - Special meetings--Electronic communication.

Section 47-23-6 - Taking action without meeting--Written consent--Effect of written consent.

Section 47-23-7 - Notice to members of meeting--Manner of giving notice.

Section 47-23-8 - Articles or bylaws as limiting right to vote--Vote in absence of limitation provision.

Section 47-23-9 - Voting procedure--Proxy votes--Ballots.

Section 47-23-10 - Cumulative voting for directors.

Section 47-23-11 - Corporations without members entitled to vote--Powers of directors.

Section 47-23-12 - Bylaw provisions governing vote or quorum--Quorum in absence of bylaw provision--Majority vote required.

Section 47-23-13 - Board of directors--Qualifications of directors.

Section 47-23-14 - Number of directors--Bylaws as governing--Increasing or decreasing number of directors--Decrease as not affecting term.

Section 47-23-15 - First board of directors--Term of office.

Section 47-23-16 - Election or appointment of directors--Term of office.

Section 47-23-17 - Classes of directors--Term of office.

Section 47-23-18 - Removal of directors.

Section 47-23-19 - Vacancy on board of directors--Filling by majority vote of remaining directors--Term of office.

Section 47-23-20 - Quorum of directors--Provisions of articles or bylaws as governing.

Section 47-23-21 - Meetings by teleconference.

Section 47-23-22 - Committees--Authority and function--Responsibility of board of directors.

Section 47-23-23 - Articles or bylaws as governing vote of directors.

Section 47-23-24 - Corporate officers--Appointment and term of office--Ex officio members of board of directors.

Section 47-23-25 - Removal of officers--Contract rights unaffected.

Section 47-23-26 - Notice to members or directors--Written waiver.

Section 47-23-27 - Indemnification of corporate agents for liability from good faith acts on behalf of corporation.

Section 47-23-28 - Definition of terms.

Section 47-23-29 - Immunity of volunteers of nonprofit organizations, free clinics, certain hospitals, and governmental entities.

Section 47-23-30 - Person not immune where negligent operation of vehicle caused injury.

Section 47-23-31 - Effect on other statutes concerning immunity.

Section 47-23-32 - Waiver of immunity to extent of risk sharing pool or liability insurance coverage--Volunteer serving as director, officer, or trustee exempt.