SDCL chapter 43-15A says nothing about meetings or elections, so for the overwhelming majority of South Dakota associations, the ones organized as nonprofit corporations, governance mechanics come from the Nonprofit Corporation Act layered under whatever the bylaws add. The floors are concrete. An annual members' meeting must be held at the time the bylaws set (§ 47-23-4). Special meetings can be called by the president or the board, and, when the bylaws don't say who else, by members holding one-twentieth of the votes entitled to be cast, five percent, a deliberately low bar that gives a small group of owners the power to force the board into a room (§ 47-23-5). Written notice of any members' meeting must go out not less than ten nor more than fifty days ahead, and a special meeting's notice must state its purpose (§ 47-23-7). Each member gets one vote unless the documents say otherwise (§ 47-23-8), proxies are valid for eleven months (§ 47-23-9), and if the bylaws set no quorum, members holding one-tenth of the votes constitute one, with a majority of votes cast deciding most questions (§ 47-23-12).
The act also modernized voting: unless the documents provide otherwise, any action that could be taken at a meeting can be taken by written ballot delivered to every voting member, including by mail or email, so long as the ballot states the proposal, the quorum and approval math, and the return deadline (§ 47-23-9). A board that claims turnout makes votes impossible has a statutory answer sitting in front of it.
The removal gap
Here is the weak plank, and you should know it before a recall campaign starts: SDCL § 47-23-18 says a director may be removed from office pursuant to any procedure therefor provided in the articles of incorporation. Not the bylaws, the articles. If your association's articles are silent on removal, and many are, the statute supplies no mid-term removal mechanism at all. Your practical levers become the annual election (§ 47-23-4), a five-percent special meeting to put pressure and successors on the record (§ 47-23-5), and amending the articles themselves to add a removal procedure for the future. Check the articles, on file with the secretary of state, before promising neighbors a recall the law may not support.
The authority
The statutes behind this
Cited by name as authority, for your own reading. Informational only, not legal advice.
SDCL § 47-23-4
An annual members' meeting must be held at the time the bylaws provide; skipping it doesn't dissolve the corporation, but it defies the statute.
SDCL § 47-23-5
When the bylaws are silent, members holding one-twentieth of the votes may call a special meeting; electronic meetings are expressly permitted.
SDCL § 47-23-7
Members' meetings require written notice 10 to 50 days ahead unless the documents validly provide otherwise; special-meeting notices must state their purpose.
SDCL § 47-23-12
Absent a bylaw provision, one-tenth of the votes entitled to be cast is a quorum, and a majority of votes present decides.
SDCL § 47-23-18
A director may be removed only under a procedure provided in the articles of incorporation; silent articles mean no statutory mid-term removal path.
Step by step
How to force a members' meeting in South Dakota
The statutory path to make an unresponsive South Dakota association board face its members.
- 01
Confirm incorporation and get the documents
Verify the association is a nonprofit corporation via the secretary of state, and obtain the articles of incorporation and bylaws. The articles matter more than usual here; they control director removal under SDCL § 47-23-18.
- 02
Count to five percent
Under § 47-23-5, members holding one-twentieth of the votes entitled to be cast can call a special meeting when the bylaws don't fix a different threshold. In a 100-lot community, that's typically five owners.
- 03
Deliver a written demand with a stated purpose
Sign and deliver a written call for the meeting stating its purpose, since § 47-23-7 requires the purpose in a special meeting's notice and business is bounded by it. Be specific: election of directors, budget review, bylaw amendment.
- 04
Mind the notice window
Notice must reach members not less than 10 nor more than 50 days before the meeting. Calendar it, and keep proof of mailing or delivery; defective notice is the easiest way for a hostile board to void what you accomplish.
- 05
Use ballots if turnout is the obstacle
Section 47-23-9 lets member action happen by written ballot delivered to every voting member, with quorum and approval thresholds stated on the ballot. Propose it in writing when a board pleads that meetings never make quorum.
Straight answers
Common questions
Is my South Dakota HOA required to hold an annual meeting?
If it's an incorporated nonprofit, yes: SDCL § 47-23-4 requires an annual members' meeting at the time the bylaws set. Failing to hold one doesn't dissolve the association, but it violates the statute and strengthens a members' demand for a special meeting.
How many owners does it take to call a special meeting?
Unless the bylaws set a different number, members holding one-twentieth (five percent) of the votes entitled to be cast can call one under SDCL § 47-23-5. The written demand should state the meeting's purpose.
Can we recall board members mid-term?
Only if the articles of incorporation provide a removal procedure; SDCL § 47-23-18 supplies none on its own, and it points to the articles rather than the bylaws. Check the articles on file with the secretary of state before organizing a recall. If they're silent, focus on the next election and on amending the articles.
What's the quorum for a members' vote?
Whatever the bylaws set; absent a provision, members holding one-tenth of the votes entitled to be cast, present or by proxy, are a quorum under SDCL § 47-23-12, and most matters pass by a majority of votes cast.