South Dakota § 47-1A-855 Determination and authorization of indemnification.

South Dakota Statutes

§ 47-1A-855 — Determination and authorization of indemnification.

South Dakota § 47-1A-855

Title 47CORPORATIONS

Ch. 47-1SOUTH DAKOTA BUSINESS CORPORATION ACT

This text of South Dakota § 47-1A-855 (Determination and authorization of indemnification.) 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-855 (2026).

Text

A corporation may not indemnify a director under §§ 47-1A-851 and 47-1A-851.1 unless authorized for a specific proceeding after a determination has been made that indemnification of the director is permissible because the director has met the relevant standard of conduct set forth in § 47-1A-851 . The determination shall be made:

(1)If there are two or more disinterested directors, by the board of directors by a majority vote of all the disinterested directors, a majority of whom shall for such purpose constitute a quorum, or by a majority of the members of a committee of two or more disinterested directors appointed by such a vote;

(2)By special legal counsel:

(a)Selected in the manner prescribed in subdivision (1); or (b) If there are fewer than two disinterested directors

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A corporation may not indemnify a director under §§ 47-1A-851 and 47-1A-851.1 unless authorized for a specific proceeding after a determination has been made that indemnification of the director is permissible because the director has met the relevant standard of conduct set forth in § 47-1A-851 . The determination shall be made: (1) If there are two or more disinterested directors, by the board of directors by a majority vote of all the disinterested directors, a majority of whom shall for such purpose constitute a quorum, or by a majority of the members of a committee of two or more disinterested directors appointed by such a vote; (2) By special legal counsel: (a) Selected in the manner prescribed in subdivision (1); or (b) If there are fewer than two disinterested directors, selected by the board of directors, in which selection directors who do not qualify as disinterested directors may participate; or (3) By the shareholders, but shares owned by or voted under the control of a director who at the time does not qualify as a disinterested director may not be voted, on the determination. Authorization of indemnification shall be made in the same manner as the determination that indemnification is permissible. However, if there are fewer than two disinterested directors or if the determination is made by special legal counsel, authorization of indemnification shall be made by those entitled under subsection (2)(b) to select special legal counsel.