Can a nonprofit board vote by email in South Dakota?

Only if all the directors sign a consent in writing. South Dakota's statute names email as a way to transmit the consent and signature, but only "if permitted in the articles of incorporation or the bylaws."

This is general information, not legal advice. Check your bylaws, and ask counsel whether a particular vote counts for your board.

What South Dakota law says

SDCL 47-23-6 says any action that could be taken at a meeting of the directors "may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by" all of the directors.

It continues, "If permitted in the articles of incorporation or the bylaws, such consent and signature may be transmitted by any reasonable means including, but not limited to, traditional mail, hand delivery, email, or electronic facsimile." The consent has the same force and effect as a unanimous vote.

What that means for an email vote

• All directors have to sign.
• Email is allowed for sending the consent and signature only if your articles or bylaws permit it. Check for that sentence.
• If your documents are silent, collect signed paper or ask counsel before relying on email.
• Keep the signed consents with the minutes.

What your bylaws can change

In South Dakota the statute names email as a way to send the consent only if your articles or bylaws permit it. If you want email votes, add the permission to the bylaws.

Running the vote

Send one motion, in full, to every director. Set a closing time, and keep every reply with the minutes. Our guide to email votes has the steps, and the guide to unanimous written consent has a sample you can copy.

How Karma Compass handles this

Karma Compass won't draft a vote until someone on your board records what your bylaws say about voting outside a meeting, with the passage cited. Each director then votes from a link in their own email, and every vote is saved with who cast it and when. Voting is part of the Free plan.

See how board votes by email work in Karma Compass

Source

• South Dakota Codified Laws 47-23-6: written consent signed by all directors, and transmission by email if the articles or bylaws permit. Read 12 November 2026.