South Dakota § 47-1A-207 Emergency bylaws.

South Dakota Statutes

§ 47-1A-207 — Emergency bylaws.

South Dakota § 47-1A-207

Title 47CORPORATIONS

Ch. 47-1SOUTH DAKOTA BUSINESS CORPORATION ACT

This text of South Dakota § 47-1A-207 (Emergency bylaws.) is published on Counsel Stack Legal Research, covering South Dakota primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

S.D. Codified Laws § 47-1A-207 (2026).

Text

Unless the articles of incorporation provide otherwise, the board of directors of a corporation may adopt bylaws to be effective only in an emergency. The emergency bylaws, which are subject to amendment or repeal by the shareholders, may make all provisions necessary for managing the corporation during the emergency, including:

(1)Procedures for calling a meeting of the board of directors;

(2)Quorum requirements for the meeting; and (3) Designation of additional or substitute directors. All provisions of the regular bylaws consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends. Any corporate action taken in good faith in accordance with emergency bylaws binds the corporation and may not be used

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Unless the articles of incorporation provide otherwise, the board of directors of a corporation may adopt bylaws to be effective only in an emergency. The emergency bylaws, which are subject to amendment or repeal by the shareholders, may make all provisions necessary for managing the corporation during the emergency, including: (1) Procedures for calling a meeting of the board of directors; (2) Quorum requirements for the meeting; and (3) Designation of additional or substitute directors. All provisions of the regular bylaws consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends. Any corporate action taken in good faith in accordance with emergency bylaws binds the corporation and may not be used to impose liability on a corporate director, officer, employee, or agent. An emergency exists for purposes of this section if a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event.