South Dakota § 47-22-65.3 Authorization of indemnification--Requirements--Manner of determination.

South Dakota Statutes

§ 47-22-65.3 — Authorization of indemnification--Requirements--Manner of determination.

South Dakota § 47-22-65.3

Title 47CORPORATIONS

Ch. 47-22NONPROFIT CORPORATIONS--FORMATION AND GENERAL POWERS

This text of South Dakota § 47-22-65.3 (Authorization of indemnification--Requirements--Manner of determination.) 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 § 47-22-65.3 (2026).

Text

Any indemnification under subdivisions 47-22-65.1 (1) and (2), unless ordered by a court, shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee, or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in subdivisions 47-22-65.1 (1) and (2). Such determination shall be made by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit, or proceeding, or if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion.

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Any indemnification under subdivisions 47-22-65.1 (1) and (2), unless ordered by a court, shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee, or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in subdivisions 47-22-65.1 (1) and (2). Such determination shall be made by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit, or proceeding, or if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion.