South Dakota Codified Laws 47-22-27. Procedure in absence of members entitled to vote–Adoption of restatement by boardof directors
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If there are no members, or no members entitled to vote thereon, the proposed restated articles shall be adopted at a meeting of the board of directors upon receiving the affirmative vote of a majority of the directors in office.
Source: SL 1965, ch 24, § 39.