S.D. Codified Laws § 47-22-27
Procedure in absence of members entitled to vote--Adoption of restatement by board of directors
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.