South Dakota HOA Board Elections

Section 1: Overview — How board elections are governed in South Dakota

South Dakota runs its condominium associations on a thin condominium statute, and that statute says nothing about board elections. It leaves the elections — condominium and non-condominium alike — to the recorded covenants, the bylaws, and the corporate defaults of the Nonprofit Corporation Act. The state has never written a comprehensive HOA election law. The condominium framework is the South Dakota Condominium Act, which the state codifies at South Dakota Codified Laws (SDCL) chapter 43-15A, inside Title 43 on property.¹ That act handles developer disclosure and registration, the South Dakota Real Estate Commission administers it, and it does not touch the association board, director terms, voting, or elections.

Non-condominium planned-community associations have it even simpler, and harder: no dedicated South Dakota statute, and no statutory machinery for board elections at all. Their elections run on the recorded declaration of covenants and the association bylaws. Where the association incorporated as a nonprofit corporation, the South Dakota Nonprofit Corporation Act — SDCL Title 47, chapters 47-22 through 47-28 — supplies the corporate defaults for electing directors and for their terms, removal, and vacancies.²

South Dakota has not adopted the Uniform Common Interest Ownership Act, or UCIOA. Its condominium statute is a traditional condominium act, so the board-governance and declarant-control features that UCIOA states share do not apply here. The state also keeps a distinctive single-tier appellate structure: it has no intermediate appellate court, so trial-level disputes move through the South Dakota Circuit Courts and appeals go straight to the South Dakota Supreme Court.³ All of this places South Dakota among the states where board elections turn on private contract and general corporate law rather than on a prescriptive election code. The sections that follow lay out the framework, the mechanics, and the recent activity in operational detail.

Section 2: The election framework

2A. The South Dakota condominium statute and condominium board elections

The South Dakota Condominium Act, SDCL chapter 43-15A, is the only South Dakota statute that reaches condominium ownership, and what it cares about is the developer-to-purchaser sale, not how the association governs itself.¹ The act provides for recording a master deed or lease (SDCL 43-15A-3 and 43-15A-4),⁴ defines the "council of co-owners" as all co-owners of the condominium (SDCL 43-15A-1),⁵ and requires the developer to register the project with the South Dakota Real Estate Commission and to hand each purchaser a public report, with no less than ten days to read it, before a binding sale (SDCL 43-15A-10, 43-15A-17, and 43-15A-19).⁶

On the election itself, the act is silent. It does not say how the association elects its board, how many directors serve, how long they serve, how candidates get nominated, what quorum the meeting needs, or how the association counts the votes. Its one governance-adjacent provision is SDCL 43-15A-24, which caps a developer's management or recreation-facility contract at two years and provides that the council of co-owners makes the contracts after that. That provision marks the practical handoff from developer control to owner control, but it prescribes no election procedure.⁷ So every board-election mechanic for a South Dakota condominium comes from the master deed, the declaration, and the bylaws, with the Nonprofit Corporation Act behind them if the association incorporated.

This is what separates a traditional condominium statute from UCIOA and from a prescriptive code like California's Davis-Stirling Act. UCIOA and Davis-Stirling write detailed board-governance and election procedures into the statute. South Dakota's act writes none, and hands the field to the governing documents and corporate law.

2B. Planned communities: no statute, covenants and corporate law

For non-condominium HOAs, South Dakota has no planned-community statute and no statutory election machinery. The state enacted no common-interest-community act and no planned-community act; the chapter that follows the condominium chapter in Title 43, SDCL chapter 43-15B, governs time-share estates, not planned communities.⁸

For a planned community, then, the recorded declaration of covenants and the association bylaws are the primary and controlling source of board-election rules. Where the association incorporated as a nonprofit corporation — the usual structure — the South Dakota Nonprofit Corporation Act supplies the corporate director defaults. The operative provisions sit in SDCL chapter 47-23: a board of at least three directors manages the corporation (SDCL 47-23-14 and 47-23-13);^9,10 the corporation elects directors in the manner and for the terms its articles or bylaws set, and "in the absence of a provision fixing the term of office, the term of office of a director shall be one year" (SDCL 47-23-16);¹¹ a director may be removed under a procedure the articles of incorporation provide (SDCL 47-23-18);¹² and a majority of the remaining directors may fill a vacancy unless the articles or bylaws say otherwise (SDCL 47-23-19).¹³

Two questions decide which framework applies. First, is the community a condominium that recorded a master deed under SDCL 43-15A? If so, the condominium act governs the sale process, but board elections still run on the documents and corporate law. Second, did the association incorporate as a nonprofit corporation? If it did, Title 47 fills the gaps; if it did not, the covenants, bylaws, and common law carry the entire load.

2C. Bylaws and corporate law as the operational rulebook

For both community types, the bylaws — and, where it applies, the declaration — set board size, director terms, staggering, nominations, quorum, and the balloting mechanics. No HOA-specific statute sets them. The Nonprofit Corporation Act defers to the articles and bylaws again and again, and supplies a default only where the documents go silent.²

The order of precedence runs like this: any applicable condominium-statute provision first (for condominiums only, and only on the narrow matters the act addresses), then the recorded declaration of covenants, then the bylaws, then the Nonprofit Corporation Act gap-fillers for incorporated associations, then any board-adopted rules. Where both the documents and the statute say nothing, South Dakota common-law contract and property doctrine fills the gap, because the law treats a declaration of covenants as a covenant that runs with the land and binds successors (SDCL 43-12-1).¹⁴

The operational takeaway is blunt: a manager or director cannot quote a generic South Dakota board-election rule, because there isn't one. The first step in any contested election, removal, or declarant-transition question is to read the community's declaration and bylaws and to confirm whether the condominium act even applies and whether the association incorporated. The statute supplies almost nothing. The documents supply almost everything.

Section 3: Election mechanics

The table below summarizes the rule and the governing source for each mechanic, by community type. Because South Dakota has no HOA election statute and the condominium act stays silent on governance, most rows resolve to the governing documents or to the Nonprofit Corporation Act corporate defaults.

A. Eligibility and nominations

In South Dakota, eligibility is a documents question. The Nonprofit Corporation Act, which supplies the default for incorporated associations of both types, says directors need not be members of the association unless the articles or bylaws require it, and it lets the documents add other qualifications such as good standing or residency (SDCL 47-23-13).¹⁰ The condominium act imposes no eligibility rule at all. No South Dakota statute addresses candidate nominations for either community type either, so the declaration and bylaws set the nomination procedure outright.

B. Notice, annual meeting, and quorum

For incorporated associations of both types, the Nonprofit Corporation Act requires an annual members' meeting at the time the bylaws fix, and it provides that failing to hold the meeting does not forfeit or dissolve the corporation (SDCL 47-23-4).¹⁶ The statutory default notice window runs "not less than ten nor more than fifty days before the date of the meeting," though the articles or bylaws may set a different period (SDCL 47-23-7).¹⁷ The member quorum defaults to one-tenth of the votes entitled to be cast where the bylaws name no number, and the bylaws may set a higher or lower figure (SDCL 47-23-12).²⁰ These are corporate defaults, not HOA-specific rules, and the condominium act adds nothing on notice or quorum.

C. Voting methods, proxies, and ballots

For incorporated associations of both types, members may vote in person or by proxy unless the articles or bylaws provide otherwise, and a proxy stays valid for no more than eleven months from execution unless it states otherwise (SDCL 47-23-9).¹⁸ The same section authorizes action by written ballot, with ballots delivered by mail, hand delivery, email, or facsimile, subject to content and deadline requirements. Cumulative voting for directors is available only if the articles or bylaws expressly provide for it (SDCL 47-23-10).¹⁹ South Dakota has not enacted Davis-Stirling-style requirements: no statutory mandate for secret ballots, no independent inspector of election, and no fixed statutory ballot-distribution timeline. Such a procedure exists only if the governing documents impose it.

D. Terms, vacancies, removal, and recall

For both community types, the articles or bylaws set director terms, with a one-year corporate default where the documents are silent (SDCL 47-23-16),¹¹ and the documents may provide for classified or staggered terms (SDCL 47-23-17).¹⁵ The procedure in the articles of incorporation governs removal under the Nonprofit Corporation Act (SDCL 47-23-18);¹² there is no statutory recall petition or owner-vote threshold, so the documents control. A majority of the remaining directors may fill a mid-term vacancy for the unexpired term unless the articles or bylaws specify another method (SDCL 47-23-19).¹³ The condominium act sets none of these mechanics; for planned communities they are contractual and corporate, not the product of an HOA-specific statute.

Section 4: Recent legislative and judicial activity

South Dakota produces little HOA-specific legislation, and none of the recent activity changes board-election procedure. The measures and the appellate decision below bear on common-interest-community governance, and they belong here because they shape the contractual framework within which board elections happen — with the plain caveat that no recent South Dakota bill or ruling addresses director elections, terms, removal, or board voting directly.

A. Recent bills

Two recent measures reach common-interest communities. Neither changes how a board gets elected, but both shape the documents that do.

B. Recent South Dakota Supreme Court rulings

South Dakota's high court hears these disputes directly, since the state has no intermediate appellate court. One recent decision matters for the documents that govern planned communities, though it turns on covenant enforcement rather than on board elections.

C. Active legislative debates

No active South Dakota proposal would create a comprehensive planned-community statute, add statutory board-election procedures, or modernize the condominium act. The recent HOA-related bills have been narrow, single-issue measures — firearms, covenant amendment — rather than governance overhauls.

Section 5: National positioning and related coverage

South Dakota sits at the contractual-and-corporate end of the national spectrum for board elections: a traditional condominium statute that says nothing about governance, no comprehensive planned-community statute, and reliance on recorded covenants, bylaws, and the Nonprofit Corporation Act. That sets it apart from the UCIOA states, which write statutory board-governance and declarant-control rules, and from prescriptive-procedure states such as California, whose Davis-Stirling Act mandates secret ballots, independent inspectors of election, and fixed nomination and ballot timelines. South Dakota also keeps a distinctive single-tier appellate structure, with no intermediate court between the Circuit Courts and the Supreme Court. For a multi-state operator expanding into South Dakota, the practical implication is direct: the governing rulebook is the community's own declaration and bylaws, read against corporate-law gap-fillers, and any appeal of an election dispute runs straight from the Circuit Court to the South Dakota Supreme Court.

Federal frameworks reach South Dakota associations regardless of the state framework — the Fair Housing Act, the Americans with Disabilities Act, the Fair Debt Collection Practices Act, the Servicemembers Civil Relief Act, and the FCC's OTARD rule among them.

Footnotes

1. SDCL ch. 43-15A, South Dakota Condominium Act (South Dakota Legislature) ↩
2. SDCL ch. 47-23, Nonprofit Corporations — Members, Directors, Officers and Agents (part of the South Dakota Nonprofit Corporation Act, chs. 47-22 to 47-28) ↩
3. South Dakota Unified Judicial System, Supreme Court (appeals proceed from the Circuit Courts directly to the Supreme Court; no intermediate appellate court) ↩
4. SDCL 43-15A-3 (establishment of condominium project — master deed or lease) and 43-15A-4 (particulars required) ↩
5. SDCL 43-15A-1 (definitions, including "council of co-owners") ↩
6. SDCL 43-15A-10 (notice of intent to sell), 43-15A-17 (commission report required before offer to sell), and 43-15A-19 (copy of report to purchaser; ten days to read) ↩
7. SDCL 43-15A-24 (management or recreation-facility contract period limited to two years; subsequent contracts by council of co-owners) ↩
8. SDCL ch. 43-15B, Time-Share Estates (the chapter following the condominium chapter in Title 43; not a planned-community act) ↩
9. SDCL 47-23-14 (number of directors not less than three; number fixed by bylaws) ↩
10. SDCL 47-23-13 (board of directors — qualifications; directors need not be members unless the articles or bylaws so require) ↩
11. SDCL 47-23-16 (election or appointment of directors — term of office; "In the absence of a provision fixing the term of office, the term of office of a director shall be one year") ↩
12. SDCL 47-23-18 (removal of directors — "A director may be removed from office pursuant to any procedure therefor provided in the articles of incorporation") ↩
13. SDCL 47-23-19 (vacancy on board of directors — filling by majority vote of remaining directors; unexpired term) ↩
14. SDCL 43-12-1 (covenants running with the land bind the assigns of the covenantor) ↩
15. SDCL 47-23-17 (classes of directors — terms of office need not be uniform) ↩
16. SDCL 47-23-4 (annual members' meeting — time and place; failure to hold does not dissolve corporation) ↩
17. SDCL 47-23-7 (notice to members of meeting — "not less than ten nor more than fifty days before the date of the meeting," unless the articles or bylaws provide otherwise) ↩
18. SDCL 47-23-9 (voting procedure — proxy votes valid no more than eleven months; action by written ballot authorized) ↩
19. SDCL 47-23-10 (cumulative voting for directors permitted only if the articles or bylaws so provide) ↩
20. SDCL 47-23-12 (bylaw provisions governing vote or quorum; default quorum of members holding one-tenth of the votes entitled to be cast; majority vote required for matters other than as otherwise specified) ↩
21. 2024 House Bill 1240, An Act to permit a homeowner's association, development, or incorporated community to modify a restrictive covenant (prime sponsor Rep. John Mills; signed by Governor March 26, 2024) ↩
22. 2024 Senate Bill 39, An Act to prohibit a homeowners' association from placing restrictions on firearms or firearm ammunition (signed February 6, 2024; codified at SDCL 11-5-9) ↩
23. Hood v. Straatmeyer, 2025 S.D. 12, 18 N.W.3d 649, No. 30180 (S.D. Mar. 5, 2025) (slip opinion) ↩