South Dakota § 47-1A-856 Indemnification of officers.

South Dakota Statutes

§ 47-1A-856 — Indemnification of officers.

South Dakota·Title 47 CORPORATIONS·Ch. 47-1 SOUTH DAKOTA BUSINESS CORPORATION ACT

A corporation may indemnify and advance expenses under §§ 47-1A-850 to 47-1A-859 , inclusive, to an officer of the corporation who is a party to a proceeding by reason of being an officer of the corporation:

(1)To the same extent as a director; and (2) If the officer is not also a director, to such further extent as may be provided by the articles of incorporation, the bylaws, a resolution of the board of directors, or contract except for:

(a)Liability in connection with a proceeding by or in the right of the corporation other than for reasonable expenses incurred in connection with the proceeding; or (b) Liability arising out of conduct that constitutes:

(i)Receipt of a financial benefit to which the officer is not entitled;

(ii)An intentional infliction of harm on t

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A corporation may indemnify and advance expenses under §§ 47-1A-850 to 47-1A-859 , inclusive, to an officer of the corporation who is a party to a proceeding by reason of being an officer of the corporation: (1) To the same extent as a director; and (2) If the officer is not also a director, to such further extent as may be provided by the articles of incorporation, the bylaws, a resolution of the board of directors, or contract except for: (a) Liability in connection with a proceeding by or in the right of the corporation other than for reasonable expenses incurred in connection with the proceeding; or (b) Liability arising out of conduct that constitutes: (i) Receipt of a financial benefit to which the officer is not entitled; (ii) An intentional infliction of harm on the corporation or the shareholders; or (iii) An intentional violation of criminal law. The provisions of subdivision (2) apply to an officer who is also a director if the basis on which the officer is made a party to the proceeding is an act or omission solely as an officer. An officer of a corporation who is not also a director is entitled to mandatory indemnification under § 47-1A-852 , and may apply to a court under § 47-1A-854 for indemnification or an advance for expenses, in each case to the same extent to which a director may be entitled to indemnification or advance for expenses under those provisions.

South Dakota § 47-1A-856 (Indemnification of officers.) — published by Counsel Stack Legal Research, free access to 12M+ legal documents.