South Dakota Nonprofit Bylaws
South Dakota nonprofit bylaws are the internal rules and processes for managing your nonprofit. Your board of directors will adopt your bylaws at your first organizational meeting. Your bylaws can cover anything from how to hold a meeting to how to dissolve the nonprofit itself.
Writing your bylaws can be tricky—that’s why we had our attorney do it. You can use our free attorney-drafted template to get started on your own nonprofit bylaws.
Why does a South Dakota nonprofit need bylaws?
Your South Dakota nonprofit bylaws work as a how-to guide for how your nonprofit should be run. Bylaws often include provisions that help your board of directors manage the day-to-day operations of your nonprofit, along with emergency situations.
Unlike your South Dakota Articles of Incorporation, your bylaws are an internal document that does not need to be submitted to the state. So do you really even need bylaws? Yes. Let’s go over a few reasons why.
1. Nonprofit bylaws are legally required in South Dakota.
First and foremost, your nonprofit bylaws are a legal requirement in the state of South Dakota. According to SD § 47-22-33, to stay in compliance with the state, your board of directors or incorporators must adopt bylaws.
2. Third parties will ask to see your bylaws.
Though technically an internal document, you might be asked to share your bylaws with outside parties from time to time. If you are applying for 501(c)(3) tax-exempt status with the IRS, you will be required to attach your bylaws to your application. If you’re opening a business bank account, the bank may request a copy of your bylaws to prove the nonprofit exists. Additionally, you might be asked to share your bylaws with potential donors or board members.
3. Nonprofit bylaws allow you more control over your nonprofit.
When your bylaws are poorly written, internal disputes could result in your nonprofit going to court. If this happens, the state could settle the issue for you—forcing you to give up some of your control over your nonprofit. So, having strong bylaws is important for you and your nonprofit.
Want to learn more? Check out our Guide to Nonprofits.
What do South Dakota Nonprofit Bylaws include?
Your nonprofit bylaws can include anything that does not contradict state law or your articles of incorporation. Typically, bylaws include general information about your nonprofit alongside processes for how various situations should be handled. A few things to include are processes for:
- adding or removing board members
- holding board meetings
- handling conflicts of interest
- creating committees
- amending your bylaws
- dissolving the nonprofit
Are nonprofit bylaws legally binding?
Yes. Your bylaws are legally binding from the moment they are adopted.
Are nonprofit bylaws public record?
Not necessarily. Your bylaws are technically internal, but they become public if you apply for 501(c)(3) tax-exempt status. This application process includes attaching your nonprofit bylaws, and the IRS will make your bylaws public.
Do nonprofit bylaws need to be signed?
No. Your bylaws will be legally binding regardless of if your board signs the bylaws or not. However, we recommend having your board of directors sign your bylaws at your first organizational meeting, as your bylaws will be put into effect moving forward.
Can nonprofit bylaws be changed?
Yes. SD § 47-22-33 states that the power to alter, amend, or repeal the bylaws stays with the board of directors unless otherwise stated in the articles or the bylaws.
Who adopts nonprofit bylaws?
Your board of directors and/or incorporators will adopt your bylaws at your first organizational meeting.