reglab/housing_qa huggingface dataset:
SD Codified L § 47-1A-744.2 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-744.2 - Factors not pertinent to determining independence of directors.

47-1A-744.2. Factors not pertinent to determining independence of directors.None of the following is, by itself, cause for a director to be considered not independent for purposes of §§47-1A-744 to 47-1A-744.5, inclusive:(1)The nomination or election of the director by persons who are defendants in the derivative proceeding or against whom action is demanded;(2)The naming of the director as a defendant in the derivative proceeding or as a person against whom action is demanded; or(3)The approval by the director of the act being challenged in the derivative proceeding or demand if the act resulted in no personal benefit to the director. Source: SL 2005, ch 239, §129.
SD Codified L § 47-1A-744.3 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-744.3 - Proceeding commenced after rejection of shareholder demand--Complaint requirements.

47-1A-744.3. Proceeding commenced after rejection of shareholder demand--Complaint requirements.If a derivative proceeding is commenced after a determination has been made rejecting a demand by a shareholder, the complaint shall allege with particularity facts establishing either (1) that a majority of the board of directors did not consist of independent directors at the time the determination was made, or (2) that the requirements of §47-1A-744 have not been met. Source: SL 2005, ch 239, §130.
SD Codified L § 47-1A-744.4 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-744.4 - Burden of proof dependent on whether or not board consists of independent directors.

47-1A-744.4. Burden of proof dependent on whether or not board consists of independent directors.If a majority of the board of directors does not consist of independent directors at the time the determination is made, the corporation shall have the burden of proving that the requirements of §47-1A-744 have been met. If a majority of the board of directors consists of independent directors at the time the determination is made, the plaintiff has the burden of proving that the requirements of §47-1A-744 have not been met. Source: SL 2005, ch 239, §131.
SD Codified L § 47-1A-744.5 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-744.5 - Appointment of panel to make determination--Burden of proof.

47-1A-744.5. Appointment of panel to make determination--Burden of proof.The court may appoint a panel of one or more independent persons upon motion by the corporation to make a determination whether the maintenance of the derivative proceeding is in the best interests of the corporation. In such case, the plaintiff has the burden of proving that the requirements of §47-1A-744 have not been met. Source: SL 2005, ch 239, §132.
SD Codified L § 47-1A-745 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-745 - Discontinuance or settlement.

47-1A-745. Discontinuance or settlement.A derivative proceeding may not be discontinued or settled without the court's approval. If the court determines that a proposed discontinuance or settlement will substantially affect the interests of the corporation's shareholders or a class of shareholders, the court shall direct that notice be given to the shareholders affected. Source: SL 2005, ch 239, §133.
SD Codified L § 47-1A-746 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-746 - Payment of expenses.

47-1A-746. Payment of expenses.On termination of the derivative proceeding the court may:(1)Order the corporation to pay the plaintiff's reasonable expenses, including counsel fees, incurred in the proceeding if it finds that the proceeding has resulted in a substantial benefit to the corporation;(2)Order the plaintiff to pay any defendant's reasonable expenses. including counsel fees, incurred in defending the proceeding if it finds that the proceeding was commenced or maintained without reasonable cause or for an improper purpose; or(3)Order a party to pay an opposing party's reasonable expenses, including counsel fees, incurred because of the filing of a pleading, motion or other paper, if it finds that the pleading, motion, or other paper was not well grounded in fact, after reasonable inquiry, or warranted by existing law or a good faith argument for the extension, modification, or reversal of existing law and was interposed for an improper purpose, such as to harass or cause unnecessary delay or needless increase in the cost of litigation. Source: SL 2005, ch 239, §134.
SD Codified L § 47-1A-747 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-747 - Applicability to foreign corporations.

47-1A-747. Applicability to foreign corporations.In any derivative proceeding in the right of a foreign corporation, the matters covered by §§47-1A-740 to 47-1A-747, inclusive, shall be governed by the laws of the jurisdiction of incorporation of the foreign corporation except for §§47-1A-743, 47-1A-745, and 47-1A-746. Source: SL 2005, ch 239, §135.
SD Codified L § 47-1A-801 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-801 - Requirement for and duties of board of directors.

47-1A-801. Requirement for and duties of board of directors.Except as provided in §§47-1A-732 to 47-1A-732.6, inclusive, each corporation must have a board of directors. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation managed by or under the direction of, its board of directors, subject to any limitation set forth in the articles of incorporation or in an agreement authorized under §47-1A-732. Source: SL 2005, ch 239, §136.
SD Codified L § 47-1A-802 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-802 - Qualifications of directors.

47-1A-802. Qualifications of directors.The articles of incorporation or bylaws may prescribe qualifications for directors. A director need not be a resident of this state or a shareholder of the corporation unless the articles of incorporation or bylaws so prescribe. Source: SL 2005, ch 239, §137.
SD Codified L § 47-1A-803 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-803 - Number and election of directors.

47-1A-803. Number and election of directors.A board of directors must consist of one or more individuals, with the number specified in or fixed in accordance with the articles of incorporation or bylaws. The number of directors may be increased or decreased from time to time by amendment to, or in the manner provided in, the articles of incorporation or the bylaws. Directors are elected at the first annual shareholders' meeting and at each annual meeting thereafter unless their terms are staggered under §47-1A-806. Source: SL 2005, ch 239, §138.
SD Codified L § 47-1A-804 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-804 - Election of directors by certain classes of shareholders.

47-1A-804. Election of directors by certain classes of shareholders.If the articles of incorporation authorize dividing the shares into classes, the articles may also authorize the election of all or a specified number of directors by the holders of one or more authorized classes of shares. A class of shares entitled to elect one or more directors is a separate voting group for purposes of the election of directors. Source: SL 2005, ch 239, §139.
SD Codified L § 47-1A-805 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-805 - Terms of directors generally.

47-1A-805. Terms of directors generally.The terms of the initial directors of a corporation expire at the first shareholders' meeting at which directors are elected. The term of any other director expires at the next annual shareholders' meeting following the director's election unless the terms of the directors are staggered under §47-1A-806. A decrease in the number of directors does not shorten an incumbent director's term. The term of a director elected to fill a vacancy expires at the next shareholders' meeting at which directors are elected. Despite the expiration of a director's term, a director continues to serve until a successor is elected and qualifies or until there is a decrease in the number of directors. Source: SL 2005, ch 239, §140.
SD Codified L § 47-1A-806 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-806 - Staggered terms for directors.

47-1A-806. Staggered terms for directors.The articles of incorporation may provide for staggering the terms of directors by dividing the total number of directors into two or three groups, with each group containing as close to one-half or one-third of the total as possible. In that event, the terms of directors in the first group expire at the first annual shareholders' meeting after their election, the terms of the second group expire at the second annual shareholders' meeting after their election, and the terms of the third group, if any, expire at the third annual shareholders' meeting after their election. At each annual shareholders' meeting held thereafter, directors shall be chosen for a term of two years or three years, as the case may be, to succeed those whose terms expire. Source: SL 2005, ch 239, §141.
SD Codified L § 47-1A-807 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-807 - Resignation of directors.

47-1A-807. Resignation of directors.A director may resign at any time by delivering written notice to the board of directors, or its chair, or to the corporation. A resignation is effective when the notice is delivered unless the notice specifies a later effective date. Source: SL 2005, ch 239, §142.
SD Codified L § 47-1A-808 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-808 - Removal of directors by shareholders.

47-1A-808. Removal of directors by shareholders.The shareholders may remove one or more directors, with or without cause, unless the articles of incorporation provide that directors may be removed only for cause. If a director is elected by a voting group of shareholders, only the shareholders of that voting group may participate in the vote to remove that director.If cumulative voting is authorized, a director may not be removed if the number of votes sufficient to elect that director under cumulative voting is voted against removal. If cumulative voting is not authorized, a director may be removed only if the number of votes cast to remove that director exceeds the number of votes cast not to remove that director.A director may be removed by the shareholders only at a meeting called for the purpose of removing that director and the meeting notice must state that the purpose, or one of the purposes, of the meeting is removal of the director. Source: SL 2005, ch 239, §143.
SD Codified L § 47-1A-809 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-809 - Removal of directors by judicial proceeding.

47-1A-809. Removal of directors by judicial proceeding.The circuit court of the county where a corporation's principal office is located, or, if none in this state, the circuit court of Hughes County, may remove a director of the corporation from office in a proceeding commenced by or in the right of the corporation if the court finds that (1) the director engaged in fraudulent conduct with respect to the corporation or its shareholders, grossly abused the position of director, or intentionally inflicted harm on the corporation; and (2) considering the director's course of conduct and the inadequacy of other available remedies, removal would be in the best interest of the corporation.A shareholder proceeding on behalf of the corporation under this section shall comply with all of the requirements of §§47-1A-740 to 47-1A-747, inclusive, except subdivision 47-1A-741(1).The court, in addition to removing the director, may bar the director from reelection for a period prescribed by the court. Nothing in this section limits the equitable powers of the court to order other relief. Source: SL 2005, ch 239, §144; SL 2008, ch 275, §35.
SD Codified L § 47-1A-810 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-810 - Vacancy on board.

47-1A-810. Vacancy on board.Unless the articles of incorporation provide otherwise, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors:(1)The shareholders may fill the vacancy;(2)The board of directors may fill the vacancy; or(3)If the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders.A vacancy that will occur at a specific later date, by reason of a resignation effective at a later date under §47-1A-807 or otherwise, may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs. Source: SL 2005, ch 239, §145.
SD Codified L § 47-1A-811 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-811 - Compensation of directors.

47-1A-811. Compensation of directors.Unless the articles of incorporation or bylaws provide otherwise, the board of directors may fix the compensation of directors. Source: SL 2005, ch 239, §146.
SD Codified L § 47-1A-820 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-820 - Meetings.

47-1A-820. Meetings.The board of directors may hold regular or special meetings in or out of this state. Unless the articles of incorporation or bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting. Source: SL 2005, ch 239, §147.
SD Codified L § 47-1A-821 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-821 - Action without meeting.

47-1A-821. Action without meeting.Except to the extent that the articles of incorporation or bylaws require that action by the board of directors be taken at a meeting, action required or permitted by this chapter to be taken by the board of directors may be taken without a meeting if each director signs a consent describing the action to be taken and delivers it to the corporation.Action taken under this section is the act of the board of directors when one or more consents signed by all the directors are delivered to the corporation. The consent may specify the time at which the action taken thereunder is to be effective. A director's consent may be withdrawn by a revocation signed by the director and delivered to the corporation prior to delivery to the corporation of unrevoked written consents signed by all the directors.A consent signed under this section has the effect of action taken at a meeting of the board of directors and may be described as such in any document. Source: SL 2005, ch 239, §148.
SD Codified L § 47-1A-822 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-822 - Notice of meeting.

47-1A-822. Notice of meeting.Unless the articles of incorporation or bylaws provide otherwise, regular meetings of the board of directors may be held without notice of the date, time, place, or purpose of the meeting.Unless the articles of incorporation or bylaws provide for a longer or shorter period, special meetings of the board of directors must be preceded by at least two days' notice of the date, time, and place of the meeting. The notice need not describe the purpose of the special meeting unless required by the articles of incorporation or bylaws. Source: SL 2005, ch 239, §149.
SD Codified L § 47-1A-823 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-823 - Waiver of notice.

47-1A-823. Waiver of notice.A director may waive any notice required by this chapter, the articles of incorporation, or bylaws before or after the date and time stated in the notice. Except as provided by this section, the waiver must be in writing, signed by the director entitled to the notice, and filed with the minutes or corporate records.A director's attendance at or participation in a meeting waives any required notice to the director of the meeting unless the director at the beginning of the meeting, or promptly upon arrival, objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting. Source: SL 2005, ch 239, §150.
SD Codified L § 47-1A-824 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-824 - Quorum and voting.

47-1A-824. Quorum and voting.Unless the articles of incorporation or bylaws require a greater number or unless otherwise specifically provided in this chapter, a quorum of a board of directors consists of:(1)A majority of the fixed number of directors if the corporation has a fixed board size; or(2)A majority of the number of directors prescribed, or if no number is prescribed the number in office immediately before the meeting begins, if the corporation has a variable-range size board.The articles of incorporation or bylaws may authorize a quorum of a board of directors to consist of no fewer than one-third of the fixed or prescribed number of directors determined under this section. If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board of directors unless the articles of incorporation or bylaws require the vote of a greater number of directors. Source: SL 2005, ch 239, §151.
SD Codified L § 47-1A-824.1 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-824.1 - Director presence assent to action taken--Exceptions.

47-1A-824.1. Director presence assent to action taken--Exceptions.A director who is present at a meeting of the board of directors or a committee of the board of directors when corporate action is taken is deemed to have assented to the action taken unless:(1)The director objects at the beginning of the meeting, or promptly upon arrival, to holding it or transacting business at the meeting;(2)The director's dissent or abstention from the action taken is entered in the minutes of the meeting; or(3)The director delivers written notice of dissent or abstention to the presiding officer of the meeting before its adjournment or to the corporation immediately after adjournment of the meeting.The right of dissent or abstention is not available to a director who votes in favor of the action taken. Source: SL 2005, ch 239, §152.
SD Codified L § 47-1A-825 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-825 - Committees--Creation--Appointment of members.

47-1A-825. Committees--Creation--Appointment of members.Unless this chapter, the articles of incorporation, or the bylaws provide otherwise, a board of directors may create one or more committees and appoint one or more members of the board of directors to serve on any such committee. Unless the provisions of this chapter otherwise provides, the creation of a committee and appointment of members to it must be approved by the greater of a majority of all the directors in office when the action is taken or the number of directors required by the articles of incorporation or bylaws to take action under §47-1A-824.1.Sections 47-1A-820 to 47-1A-824.1, inclusive, apply both to committees of the board and to their members. Source: SL 2005, ch 239, §153.
SD Codified L § 47-1A-825.1 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-825.1 - Powers of committees.

47-1A-825.1. Powers of committees.To the extent specified by the board of directors or in the articles of incorporation or bylaws, each committee may exercise the powers of the board of directors under §47-1A-801. However, a committee may not:(1)Authorize or approve distributions, except according to a formula or method, or within limits, prescribed by the board of directors;(2)Approve or propose to shareholders action that this chapter requires be approved by shareholders;(3)Fill vacancies on the board of directors or, subject to §47-1A-825.3, on any of its committees; or(4)Adopt, amend, or repeal bylaws. Source: SL 2005, ch 239, §154.
SD Codified L § 47-1A-825.2 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-825.2 - Acts relating to committees not compliance by director with standards of conduct.

47-1A-825.2. Acts relating to committees not compliance by director with standards of conduct.The creation of, delegation of authority to, or action by, a committee does not alone constitute compliance by a director with the standards of conduct described in §§47-1A-830 and 47-1A-830.1. Source: SL 2005, ch 239, §155.
SD Codified L § 47-1A-825.3 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-825.3 - Absent or disqualified committee member--Appointment of alternate member.

47-1A-825.3. Absent or disqualified committee member--Appointment of alternate member.The board of directors may appoint one or more directors as alternate members of any committee to replace any absent or disqualified member during the member's absence or disqualification. Unless the articles of incorporation or the bylaws or the resolution creating the committee provide otherwise, in the event of the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, unanimously, may appoint another director to act in place of the absent or disqualified member. Source: SL 2005, ch 239, §156.