South Dakota Statewide Rule
South Dakota HOA Board Procedures: Governed by the Nonprofit Corporation Act, SDCL ch. 47-22 to 47-28
Key Facts
- Governing act
- Nonprofit Corporation Act, SDCL ch. 47-22 to 47-28
- Records inspection
- Members may inspect all books and records for any proper purpose at any reasonable time (SDCL 47-24-2)
- Annual meeting & quorum
- Annual members' meeting required (SDCL 47-23-4); default 10% quorum (SDCL 47-23-12)
- Voting
- One vote per member unless limited (SDCL 47-23-8)
- Directors
- At least three, elected per the articles or bylaws (SDCL 47-23-14, 47-23-16)
- Open board meetings
- Not required by statute - depends on the bylaws
Summary
Most South Dakota HOAs are nonprofit corporations, so governance follows SDCL ch. 47-22 to 47-28. Members may inspect all books and records for any proper purpose under SDCL 47-24-2, an annual meeting is required under SDCL 47-23-4, each member gets one vote (SDCL 47-23-8), and a 10% quorum applies under SDCL 47-23-12. There is no statutory open-board-meeting mandate.
47-23-24 . Corporate officers--Appointment and term of office--Ex officio members of board of directors. The officers of a corporation shall consist of a president, one or more vice - presidents, a secretary, a treasurer, and such other officers and assistant officers as may be deemed necessary, each of whom shall be elected or appointed at such time and in such manner and for such terms not exceeding three years as may be prescribed in the articles of incorporation or the bylaws. In the absence of any such provision, all officers shall be elected or appointed annually by the board of directors. If the bylaws so provide, any two or more offices may be held by the same person, except the offices of president and secretary. The articles of incorporation or the bylaws may provide that any one or more officers of the corporation shall be ex officio members of the board of directors. The officers of a corporation may be designated by such additional titles as may be provided in the articles of incorporation or the bylaws. Unless the articles of incorporation or the bylaws so prescribe, officers need not be directors.
Full Breakdown
An HOA organized as a nonprofit corporation is governed by the Nonprofit Corporation Act, SDCL ch. 47-22 to 47-28. Under SDCL 47-24-1 each corporation must keep complete books, records of account, and minutes, and SDCL 47-24-2 provides that "all books and records of a corporation may be inspected by any member, or his agent or attorney, for any proper purpose at any reasonable time." An annual members' meeting is required (SDCL 47-23-4); special meetings may be called by the president, the board, or members holding one-twentieth of the voting power (SDCL 47-23-5); written notice runs not less than ten nor more than fifty days before the meeting (SDCL 47-23-7); each member has one vote unless limited (SDCL 47-23-8); and one-tenth of the votes is a quorum (SDCL 47-23-12). There must be at least three directors (SDCL 47-23-14), elected as the articles or bylaws provide (SDCL 47-23-16). The Act imposes no open-board-meeting requirement.
Violations & Penalties
No specific statutory penalty. If a corporation refuses a proper-purpose records inspection under SDCL 47-24-2 or ignores the meeting and notice rules in SDCL 47-23-4 to 47-23-7, a member's recourse is to demand compliance and, if needed, seek a court order compelling it. The Act sets no fine for noncompliance.
Frequently Asked Questions
Can I inspect my South Dakota HOA's records?
Does South Dakota require HOA board meetings to be open to members?
How are South Dakota HOA board members elected?
Sources
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