reglab/housing_qa huggingface dataset:
SD Codified L § 47-1A-854 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-854 - Court-ordered indemnification and advance for expenses.

47-1A-854. Court-ordered indemnification and advance for expenses.A director who is a party to a proceeding by reason of being a director may apply for indemnification or an advance for expenses to the court conducting the proceeding or to another court of competent jurisdiction. After receipt of an application and after giving any notice it considers necessary, the court shall:(1)Order indemnification if the court determines that the director is entitled to mandatory indemnification under §47-1A-852;(2)Order indemnification or advance for expenses if the court determines that the director is entitled to indemnification or advance for expenses pursuant to a provision authorized by §47-1A-858; or(3)Order indemnification or advance for expenses if the court determines, in view of all the relevant circumstances, that it is fair and reasonable to:(a)Indemnify the director, or(b)Advance expenses to the director, even if the director has not met the relevant standard of conduct set forth in §47-1A-851, failed to comply with §§47-1A-853 and 47-1A-853.1, or was adjudged liable in a proceeding referred to in subdivision 47-1A-851.1(1) or (2), but if the director was adjudged so liable the indemnification is limited to reasonable expenses incurred in connection with the proceeding.If the court determines that the director is entitled to indemnification under subdivision (1) or to indemnification or advance for expenses under subdivision (2), the court shall also order the corporation to pay the director's reasonable expenses incurred in connection with obtaining court-ordered indemnification or advance for expenses. If the court determines that the director is entitled to indemnification or advance for expenses under subdivision (3), the court may also order the corporation to pay the director's reasonable expenses to obtain court-ordered indemnification or advance for expenses. Source: SL 2005, ch 239, §177.
SD Codified L § 47-1A-855 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-855 - Determination and authorization of indemnification.

47-1A-855. Determination and authorization of indemnification.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. Source: SL 2005, ch 239, §178.
SD Codified L § 47-1A-856 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-856 - Indemnification of officers.

47-1A-856. Indemnification of officers.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. Source: SL 2005, ch 239, §179.
SD Codified L § 47-1A-857 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-857 - Insurance.

47-1A-857. Insurance.A corporation may purchase and maintain insurance on behalf of an individual who is a director or officer of the corporation, or who, while a director or officer of the corporation, serves at the corporation's request as a director, officer, partner, trustee, employee, or agent of another domestic or foreign corporation, partnership, joint venture, trust, employee benefit plan, or other entity, against liability asserted against or incurred by the individual in that capacity or arising from the individual's status as a director or officer, whether or not the corporation would have power to indemnify or advance expenses to the director of officer against the same liability under §§47-1A-850 to 47-1A-859, inclusive. Source: SL 2005, ch 239, §180.
SD Codified L § 47-1A-858 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-858 - Variation by corporate action--Application of subpart.

47-1A-858. Variation by corporate action--Application of subpart.A corporation may, by a provision in its articles of incorporation or bylaws or in a resolution adopted or a contract approved by its board of directors or shareholders, obligate itself in advance of the act or omission giving rise to a proceeding to provide indemnification in accordance with §§47-1A-851 and 47-1A-851.1 or advance funds to pay for or reimburse expenses in accordance with §§47-1A-853 and 47-1A-853.1. Any such obligatory provision shall be deemed to satisfy the requirements for authorization referred to in §§47-1A-853.1 and 47-1A-855. Any such provision that obligates the corporation to provide indemnification to the fullest extent permitted by law shall be deemed to obligate the corporation to advance funds to pay for or reimburse expenses in accordance with §§47-1A-853 and 47-1A-853.1 to the fullest extent permitted by law, unless the provision specifically provides otherwise.Any provision pursuant to this section does not obligate the corporation to indemnify or advance expenses to a director of a predecessor of the corporation, pertaining to conduct with respect to the predecessor, unless otherwise specifically provided. Any provision for indemnification or advance for expenses in the articles of incorporation, bylaws, or a resolution of the board of directors or shareholders of a predecessor of the corporation in a merger or in a contract to which the predecessor is a party, existing at the time the merger takes effect, is governed by subdivision 47-1A-1106(4).A corporation may, by a provision in its articles of incorporation, limit any of the rights to indemnification or advance for expenses created by or pursuant to §§47-1A-850 to 47-1A-859, inclusive. The provisions of §§47-1A-850 to 47-1A-859, inclusive, do not limit a corporation's power to pay or reimburse expenses incurred by a director or an officer in connection with an appearance as a witness in a proceeding if the director or officer is not a party.The provisions of §§47-1A-850 to 47-1A-859, inclusive, do not limit a corporation's power to indemnify, advance expenses to, or provide or maintain insurance on behalf of, an employee or agent. Source: SL 2005, ch 239, §181.
SD Codified L § 47-1A-859 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-859 - Exclusivity of subpart.

47-1A-859. Exclusivity of subpart.A corporation may provide indemnification or advance expenses to a director or an officer only as permitted by §§47-1A-850 to 47-1A-859, inclusive. Source: SL 2005, ch 239, §182.
SD Codified L § 47-1A-861 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-861 - Judicial action--Transaction other than director's conflicting interest transaction.

47-1A-861. Judicial action--Transaction other than director's conflicting interest transaction.A transaction effected or proposed to be effected by a corporation, or by a subsidiary of the corporation or any other entity in which the corporation has a controlling interest, that is not a director's conflicting interest transaction, may not be enjoined, set aside, or give rise to an award of damages or other sanctions, in a proceeding by a shareholder or by or in the right of the corporation, because a director of the corporation, or any person with whom or which the director has a personal, economic, or other association, has an interest in the transaction. Source: SL 2005, ch 239, §184.
SD Codified L § 47-1A-861.1 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-861.1 - Judicial action--Director's conflicting interest transaction.

47-1A-861.1. Judicial action--Director's conflicting interest transaction.A director's conflicting interest transaction may not be enjoined, set aside, or give rise to an award of damages or other sanctions, in a proceeding by a shareholder or by or in the right of the corporation, because the director, or any person with whom or which the director has a personal, economic, or other association, has an interest in the transaction, if:(1)Directors' action respecting the transaction was at any time taken in compliance with §§47-1A-862 to 47-1A-862.3, inclusive;(2)Shareholders' action respecting the transaction was at any time taken in compliance with §§47-1A-863 to 47-1A-863.3, inclusive; or(3)The transaction, judged according to the circumstances at the time of commitment, is established to have been fair to the corporation. Source: SL 2005, ch 239, §185.
SD Codified L § 47-1A-862 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-862 - Directors' action respecting transaction--Effectiveness.

47-1A-862. Directors' action respecting transaction--Effectiveness.Directors' action respecting a transaction is effective for purposes of subdivision 47-1A-861.1(1) if the transaction received the affirmative vote of a majority, but no fewer than one, of those qualified directors on the board of directors or on a duly empowered committee of the board who voted on the transaction after either required disclosure to them, to the extent the information was not known by them, or compliance with §47-1A-861.1. However, action by a committee is effective only if:(1)At least one of its members is a qualified director; and(2)Its members are either all the qualified directors on the board or are appointed by the affirmative vote of a majority of the qualified directors on the board. Source: SL 2005, ch 239, §186; SL 2019, ch 196, §1.
SD Codified L § 47-1A-862.1 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-862.1 - Sufficiency of director disclosure.

47-1A-862.1. Sufficiency of director disclosure.If a director has a conflicting interest respecting a transaction, but neither the director nor a related person of the director specified in subsection 47-1A-860(3)(i) is a party to the transaction, and if the director has a duty under law or professional canon, or a duty of confidentiality to another person, respecting information relating to the transaction such that the director may not make the disclosure described in subsection 47-1A-860(4)(ii), then disclosure is sufficient for purposes of §47-1A-862 if the director:(1)Discloses to the directors voting on the transaction the existence and nature of the conflicting interest and informs them of the character and limitations imposed by that duty before their vote on the transaction; and(2)Plays no part, directly or indirectly, in their deliberations or vote. Source: SL 2005, ch 239, §187.
SD Codified L § 47-1A-862.2 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-862.2 - Quorum of qualified directors.

47-1A-862.2. Quorum of qualified directors.A majority, but no fewer than one, of all the qualified directors on the board of directors, or on the committee, constitutes a quorum for purposes of action that complies with §§47-1A-862 and 47-1A-862.1. Directors' action that otherwise complies with §§47-1A-862 and 47-1A-862.1 is not affected by the presence or vote of a director who is not a qualified director. Source: SL 2005, ch 239, §188; SL 2019, ch 196, §2.
SD Codified L § 47-1A-862.3 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-862.3 - Qualified director defined.

47-1A-862.3. Qualified director defined.For purposes of §§47-1A-862 and 47-1A-862.1, the term, qualified director means, with respect to a director's conflicting interest transaction, any director who does not have either a conflicting interest respecting the transaction, or a familial, financial, professional, or employment relationship with a second director who does have a conflicting interest respecting the transaction, which relationship would, in the circumstances, reasonably be expected to exert an influence on the first director's judgment when voting on the transaction. Source: SL 2005, ch 239, §189.
SD Codified L § 47-1A-863 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-863 - Shareholders' action respecting transaction--Effectiveness.

47-1A-863. Shareholders' action respecting transaction--Effectiveness.Shareholders' action respecting a transaction is effective for purposes of subdivision 47-1A-861.1(2) if a majority of the votes entitled to be cast by the holders of all qualified shares were cast in favor of the transaction after:(1)Notice to shareholders describing the director's conflicting interest transaction;(2)Provision of the information referred to in §47-1A-863.2; and(3)Required disclosure to the shareholders who voted on the transaction, to the extent the information was not known by them.For purposes of this section, the term, qualified shares, means any shares entitled to vote with respect to the director's conflicting interest transaction except shares that, to the knowledge, before the vote, of the secretary, or other officer or agent of the corporation authorized to tabulate votes, are beneficially owned, or the voting of which is controlled, by a director who has a conflicting interest respecting the transaction or by a related person of the director, or both. Source: SL 2005, ch 239, §190.
SD Codified L § 47-1A-863.1 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-863.1 - Quorum of qualified shareholders.

47-1A-863.1. Quorum of qualified shareholders.A majority of the votes entitled to be cast by the holders of all qualified shares constitutes a quorum for purposes of action that complies with §47-1A-863. Subject to the provisions of §§47-1A-863.2 and 47-1A-863.3, shareholders' action that otherwise complies with §47-1A-863 is not affected by the presence of holders, or the voting, of shares that are not qualified shares. Source: SL 2005, ch 239, §191.
SD Codified L § 47-1A-863.2 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-863.2 - Notice by director of all shares beneficially owned or voting of which is controlled by director or relative.

47-1A-863.2. Notice by director of all shares beneficially owned or voting of which is controlled by director or relative.For purposes of compliance with §47-1A-863, a director who has a conflicting interest respecting the transaction shall, before the shareholders' vote, inform the secretary, or other office or agent of the corporation authorized to tabulate votes, of the number, and the identity of persons holding or controlling the vote, of all shares that the director knows are beneficially owned, or the voting of which is controlled, by the director or by a related person of the director, or both. Source: SL 2005, ch 239, §192.
SD Codified L § 47-1A-863.3 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-863.3 - Court authority upon failure of shareholder vote to comply with § 47-1A-863.

47-1A-863.3. Court authority upon failure of shareholder vote to comply with §47-1A-863.If a shareholders' vote does not comply with §47-1A-863 solely because of a failure of a director to comply with §47-1A-863.2, and if the director establishes that the director's failure did not determine and was not intended by the director to influence the outcome of the vote, the court may, with or without further proceedings respecting subdivision 47-1A-861.1(3), take such action respecting the transaction and the director, and give such effect, if any, to the shareholders' vote, as it considers appropriate in the circumstances. Source: SL 2005, ch 239, §193.
SD Codified L § 47-1A-901 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-901 - Excluded transactions.

47-1A-901. Excluded transactions.The provisions of §§47-1A-901 to 47-1A-956, inclusive, may not be used to effect a transaction that converts an insurance company organized on the mutual principle to one organized on a stock-share basis. Source: SL 2005, ch 239, §194.
SD Codified L § 47-1A-902 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-902 - Required approvals.

47-1A-902. Required approvals.If a domestic or foreign business corporation or eligible entity is also governed by specific statutes such as insurance, banking, public utilities, and savings and loan provisions, the corporation or eligible entity cannot be a party to a transaction under §§47-1A-901 to 47-1A-956, inclusive, without also complying with the requirements of such specific statutes.Property held in trust or for charitable purposes under the laws of this state by a domestic or foreign eligible entity may not, by any transaction under §§47-1A-901 to 47-1A-956, inclusive, be diverted from the objects for which it was donated, granted, or devised, unless and until the eligible entity obtains an order of the circuit court specifying the disposition of the property to the extent required by and pursuant to §55-9-4. Source: SL 2005, ch 239, §195.
SD Codified L § 47-1A-920 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-920 - Domestication--Foreign business corporation to be domestic business corporation.

47-1A-920. Domestication--Foreign business corporation to be domestic business corporation.A foreign business corporation may become a domestic business corporation only if the domestication is permitted by the organic law of the foreign corporation. Source: SL 2005, ch 239, §196.
SD Codified L § 47-1A-920.1 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-920.1 - Domestication--Domestic business corporation to be foreign business corporation.

47-1A-920.1. Domestication--Domestic business corporation to be foreign business corporation.A domestic business corporation may become a foreign business corporation if the domestication is permitted by the laws of the foreign jurisdiction. Regardless of whether the laws of the foreign jurisdiction require the adoption of a plan of domestication, the domestication shall be approved by the adoption by the corporation of a plan of domestication in the manner provided in §§47-1A-920 to 47-1A-925.1, inclusive. Source: SL 2005, ch 239, §197.
SD Codified L § 47-1A-920.2 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-920.2 - Plan of domestication--Content.

47-1A-920.2. Plan of domestication--Content.The plan of domestication shall include:(1)A statement of the jurisdiction in which the corporation is to be domesticated;(2)The terms and conditions of the domestication;(3)The manner and basis of reclassifying the shares of the corporation following its domestication into shares or other securities, obligations, rights to acquire shares or other securities, cash, other property, or any combination of the foregoing; and(4)Any desired amendments to the articles of incorporation of the corporation following its domestication. Source: SL 2005, ch 239, §198.
SD Codified L § 47-1A-920.3 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-920.3 - Plan of domestication--Amendments.

47-1A-920.3. Plan of domestication--Amendments.The plan of domestication may also include a provision that the plan may be amended prior to filing the document required by the laws of this state or the other jurisdiction to consummate the domestication. However, subsequent to approval of the plan by the shareholders, the plan may not be amended to change:(1)The amount or kind of shares or other securities, obligations, rights to acquire shares or other securities, cash, or other property to be received by the shareholders under the plan;(2)The articles of incorporation as they will be in effect immediately following the domestication, except for changes permitted by §47-1A-955 or by comparable provisions of the laws of the other jurisdiction; or(3)Any of the other terms or conditions of the plan if the change would adversely affect any of the shareholders in any material respect. Source: SL 2005, ch 239, §199.
SD Codified L § 47-1A-920.4 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-920.4 - Terms of plan of domestication dependent on extrinsic facts.

47-1A-920.4. Terms of plan of domestication dependent on extrinsic facts.Terms of a plan of domestication may be made dependent upon facts objectively ascertainable outside the plan in accordance with §§47-1A-120.1 to 47-1A-120.3, inclusive. Source: SL 2005, ch 239, §200.