South Dakota Codified Laws
Chapter 23 - Nonprofit Corporations--Members, Directors, Officers And Agents
Section 47-23-23 - Articles or bylaws as governing vote of directors.

47-23-23. Articles or bylaws as governing vote of directors.
Whenever, with respect to any action to be taken by the members or directors of a corporation, the articles of incorporation or bylaws require the vote or concurrence of a greater proportion of the directors or members or any class of members than required by chapters 47-22 to 47-28, inclusive, the provisions of the articles of incorporation or bylaws shall control.

Source: SL 1965, ch 24, ยง95.

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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.