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Free South Dakota Corporate Bylaws Template

Corporate bylaws are the internal rules your South Dakota corporation runs on, and the statute governing them is a single unbroken paragraph. Document Genius walks you through each section and has yours ready to download in minutes.

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What Are Corporate Bylaws in South Dakota?

Corporate bylaws are the internal rules a South Dakota corporation adopts to govern itself. Section 47-1A-206 of the Business Corporation Act covers them, in text the legislature enacted in 2005.

The section runs to two sentences and carries no lettered subsections at all. South Dakota corporate bylaws sit under a statute drafted differently from almost every other state’s, and that shapes how you find anything in it.

South Dakota Requirements for Corporate Bylaws

Adoption takes two sentences. A later section decides who can change anything afterwards.

Adoption and Contents

The incorporators or board of directors shall adopt initial bylaws for the corporation. Those bylaws may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or the articles of incorporation.

Shareholders Can Always Act

Section 47-1A-1020 opens without qualification: a corporation’s shareholders may amend or repeal the corporation’s bylaws.

Directors Can Too, With Two Exceptions

The board may amend or repeal the bylaws unless the articles of incorporation or section 47-1A-1021 reserve that power exclusively to the shareholders in whole or part, or unless the shareholders, when amending, repealing, or adopting a bylaw, expressly provided that the board may not amend, repeal, or reinstate it.

Notice the word reinstate. Shareholders can block the board not only from changing a bylaw but from bringing back one they removed.

Everything Lives in Its Own Section

Where other states pack related rules into lettered subsections, South Dakota gives each one a decimal section number of its own. The articles of incorporation run across 47-1A-202, 202.1, 202.2, and 202.3, and share transfer restrictions across 627, 627.1, and 627.2.

Why Are South Dakota's Bylaw Rules Split Across Sections?

It is a drafting convention, and it changes how you search. Rules that would be subsection (b) or (c) elsewhere appear here as a separately numbered decimal section.

Citing works the same way. A South Dakota reference points at a whole section rather than a subsection, so 47-1A-206 covers both adoption and contents without either having a letter.

Search accordingly when you check something. Finding the neighbouring decimal sections matters more here than reading further down the one you landed on.

Section 47-1A-1021 is worth reading alongside 47-1A-1020, because 1020 names it as one of the two things that can strip the board of amendment power. Its heading covers a bylaw increasing a quorum or voting requirement for directors.

How to Adopt Corporate Bylaws in South Dakota

Adopting South Dakota corporate bylaws is internal, and nothing goes to the Secretary of State.

  1. File your articles of incorporation and get the corporation standing.
  2. Choose who acts, since section 47-1A-206 names the incorporators and the board together.
  3. Draft the bylaws, reaching across meetings, quorum, directors, officers, and shares.
  4. Decide on any locked provisions, remembering shareholders can bar the board from reinstating a bylaw.
  5. Adopt and record the decision, noting who acted and the date.
  6. Retain the signed copy in your corporate records and refresh it after each amendment.