reglab/housing_qa huggingface dataset:
SD Codified L § 47-1A-830 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-830 - Standards of conduct for directors.

47-1A-830. Standards of conduct for directors.Each member of the board of directors, when discharging the duties of a director, shall act in good faith and in a manner the director reasonably believes to be in the best interests of the corporation. The members of the board of directors or a committee of the board, when becoming informed in connection with their decision-making function or devoting attention to their oversight function, shall discharge their duties with the care that a person in a like position would reasonably believe appropriate under similar circumstances. Source: SL 2005, ch 239, §157.
SD Codified L § 47-1A-830.1 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-830.1 - Director reliance on performance or information supplied by specified persons.

47-1A-830.1. Director reliance on performance or information supplied by specified persons.In discharging board or committee duties, a director, who does not have knowledge that makes reliance unwarranted, is entitled to rely on the performance by any of the persons specified in subdivision (1) or subdivision (3) to whom the board may have delegated, formally or informally by course of conduct, the authority or duty to perform one or more of the board's functions that are delegable under applicable law.In discharging board or committee duties, a director, who does not have knowledge that makes reliance unwarranted, is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, prepared or presented by any of the following persons specified in subdivisions (1) to (3), inclusive.A director is entitled to rely, in accordance with this section, on:(1)One or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the functions performed or the information, opinions, reports, or statements provided;(2)Legal counsel, public accountants, or other persons retained by the corporation as to matters involving skills or expertise the director reasonably believes are matters within the particular person's professional or expert competence or as to which the particular person merits confidence; or(3)A committee of the board of directors of which the director is not a member if the director reasonably believes the committee merits confidence. Source: SL 2005, ch 239, §158.
SD Codified L § 47-1A-831 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-831 - Standards of liability for directors.

47-1A-831. Standards of liability for directors.A director is not liable to the corporation or its shareholders for any decision to take or not to take action, or any failure to take any action, as a director, unless the party asserting liability in a proceeding establishes that:(1)Any provision in the articles of incorporation authorized by subdivision 47-1A-202.1(4) or the protection afforded by §§47-1A-861 and 47-1A-861.1 for action taken in compliance with §§47-1A-862 to 47-1A-862.3, inclusive, or §§47-1A-863 to 47-1A-863.3, inclusive, if interposed as a bar to the proceeding by the director, does not preclude liability; and(2)The challenged conduct consisted or was the result of:(a)Action not in good faith; or(b)A decision:(i)Which the director did not reasonably believe to be in the best interests of the corporation; or(ii)As to which the director was not informed to an extent the director reasonably believed appropriate in the circumstances; or(c)A lack of objectivity due to the director's familial, financial, or business relationship with, or a lack of independence due to the director's domination or control by, another person having a material interest in the challenged conduct:(i)Which relationship or which domination or control could reasonably be expected to have affected the director's judgment respecting the challenged conduct in a manner adverse to the corporation; and(ii)After a reasonable expectation to such effect has been established, the director has not established that the challenged conduct was reasonably believed by the director to be in the best interests of the corporation; or(d)A sustained failure of the director to devote attention to ongoing oversight of the business and affairs of the corporation, or a failure to devote timely attention, by making, or causing to be made, appropriate inquiry, when particular facts and circumstances of significant concern materialize that would alert a reasonably attentive director to the need therefor; or(e)Receipt of a financial benefit to which the director was not entitled or any other breach of the director's duties to deal fairly with the corporation and its shareholders that is actionable under applicable law. Source: SL 2005, ch 239, §159.
SD Codified L § 47-1A-831.1 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-831.1 - Specific burdens when seeking specified money damages or payment.

47-1A-831.1. Specific burdens when seeking specified money damages or payment.The party seeking to hold the director liable:(1)For money damages, also has the burden of establishing that:(a)Harm to the corporation or its shareholders has been suffered; and(b)The harm suffered was proximately caused by the director's challenged conduct; or(2)For other money payment under a legal remedy, such as compensation for the unauthorized use of corporate assets, also has whatever persuasion burden may be called for to establish that the payment sought is appropriate in the circumstances; or(3)For other money payment under an equitable remedy, such as profit recovery by or disgorgement to the corporation, also has whatever persuasion burden may be called for to establish that the equitable remedy sought is appropriate in the circumstances. Source: SL 2005, ch 239, §160.
SD Codified L § 47-1A-831.2 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-831.2 - Limitations on the effect of §§ 47-1A-831 and 47-1A-831.1.

47-1A-831.2. Limitations on the effect of §§47-1A-831 and 47-1A-831.1.Nothing contained in §§47-1A-831 and 47-1A-831.1:(1)In any instance where fairness is at issue, such as consideration of the fairness of a transaction to the corporation under subdivision 47-1A-861.1(3), alters the burden of proving the fact or lack of fairness otherwise applicable;(2)Alters the fact or lack of liability of a director under another section of this chapter, such as the provisions governing the consequences of an unlawful distribution under §§47-1A-833 and 47-1A-833.1, or a transactional interest under §§47-1A-861 and 47-1A-861.1; or(3)Affects any rights to which the corporation or a shareholder may be entitled under another statute of this state or the United States. Source: SL 2005, ch 239, §161.
SD Codified L § 47-1A-833 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-833 - Directors' liability for unlawful distributions.

47-1A-833. Directors' liability for unlawful distributions.A director who votes for or assents to a distribution in excess of what may be authorized and made pursuant to §47-1A-640 or 47-1A-1409 is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating §47-1A-640 or 47-1A-1409 if the party asserting liability establishes that when taking the action the director did not comply with §§47-1A-830 and 47-1A-830.1. A proceeding to enforce the liability of a director under this section is barred unless it is commenced within two years after the date:(1)On which the effect of the distribution was measured under §47-1A-640.2 or 47-1A-640.4;(2)As of which the violation of §47-1A-640 occurred as the consequence of disregard of a restriction in the articles of incorporation; or(3)On which the distribution of assets to shareholders under §47-1A-1409 was made. Source: SL 2005, ch 239, §162.
SD Codified L § 47-1A-833.1 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-833.1 - Contribution or recoupment--Limitation of action.

47-1A-833.1. Contribution or recoupment--Limitation of action.A director held liable under §47-1A-833 for an unlawful distribution is entitled to:(1)Contribution from every other director who could be held liable under §47-1A-833 for the unlawful distribution; and(2)Recoupment from each shareholder of the pro-rata portion of the amount of the unlawful distribution the shareholder accepted, knowing the distribution was made in violation of §47-1A-640 or 47-1A-1409.A proceeding to enforce contribution or recoupment under this section is barred unless it is commenced within one year after the liability of the claimant has been finally adjudicated under §47-1A-833. Source: SL 2005, ch 239, §163.
SD Codified L § 47-1A-840 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-840 - Officers.

47-1A-840. Officers.A corporation has the officers described in its bylaws or appointed by the board of directors in accordance with the bylaws. The board of directors may elect individuals to fill one or more offices of the corporation. An officer may appoint one or more officers if authorized by the bylaws or the board of directors. The bylaws or the board of directors shall assign to one of the officers responsibility for preparing the minutes of the directors' and shareholders' meetings and for maintaining and authenticating the records of the corporation required to be kept under §§47-1A-1601 and 47-1A-1601.1. The same individual may simultaneously hold more than one office in a corporation. Source: SL 2005, ch 239, §164.
SD Codified L § 47-1A-841 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-841 - Duties of officers.

47-1A-841. Duties of officers.Each officer has the authority, and shall perform the duties, set forth in the bylaws or, to the extent consistent with the bylaws, the duties prescribed by the board of directors or by direction of an officer authorized by the board of directors to prescribe the duties of other officers. Source: SL 2005, ch 239, §165.
SD Codified L § 47-1A-842 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-842 - Standards of conduct for officers.

47-1A-842. Standards of conduct for officers.An officer, when performing in such capacity, shall act:(1)In good faith;(2)With the care that a person in a like position would reasonably exercise under similar circumstances; and(3)In a manner the officer reasonably believes to be in the best interests of the corporation. Source: SL 2005, ch 239, §166.
SD Codified L § 47-1A-842.1 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-842.1 - Reliance on performance of or information supplied by specified persons authorized in discharge of duties.

47-1A-842.1. Reliance on performance of or information supplied by specified persons authorized in discharge of duties.In discharging those duties, an officer, who does not have knowledge that makes reliance unwarranted, is entitled to rely on:(1)The performance of properly delegated responsibilities by one or more employees of the corporation whom the officer reasonably believes to be reliable and competent in performing the responsibilities delegated; or(2)Information, opinions, reports, or statements, including financial statements and other financial data, prepared or presented by one or more employees of the corporation whom the officer reasonably believes to be reliable and competent in the matters presented or by legal counsel, public accountants, or other persons retained by the corporation as to matters involving skills or expertise the officer reasonably believes are matters within the particular person's professional or expert competence or as to which the particular person merits confidence. Source: SL 2005, ch 239, §167.
SD Codified L § 47-1A-842.2 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-842.2 - Liability of officer.

47-1A-842.2. Liability of officer.An officer is not liable to the corporation or its shareholders for any decision to take or not to take action, or any failure to take any action, as an officer, if the duties of the office are performed in compliance with §§47-1A-842 and 47-1A-842.1. Whether an officer who does not comply with this section is liable depends in such instance on applicable law, including those principles of §§47-1A-831 to 47-1A-831.2, inclusive, that have relevance. Source: SL 2005, ch 239, §168.
SD Codified L § 47-1A-843 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-843 - Resignation and removal of officers.

47-1A-843. Resignation and removal of officers.An officer may resign at any time by delivering notice to the corporation. A resignation is effective when the notice is delivered unless the notice specifies a later effective time. If a resignation is made effective at a later time and the board or the appointing officer accepts the future effective time, the board or the appointing officer may fill the pending vacancy before the effective time if the board or the appointing officer provides that the successor does not take office until the effective time.An officer may be removed at any time with or without cause by the board of directors; the officer who appointed such officer, unless the bylaws or the board of directors provide otherwise; or any other officer if authorized by the bylaws or the board of directors.In this section, the term, appointing officer, means the officer, including any successor to that officer, who appointed the officer resigning or being removed. Source: SL 2005, ch 239, §169.
SD Codified L § 47-1A-844 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-844 - Contract rights of officers.

47-1A-844. Contract rights of officers.The appointment of an officer does not itself create contract rights. An officer's removal does not affect the officer's contract rights, if any, with the corporation. An officer's resignation does not affect the corporation's contract rights, if any, with the officer. Source: SL 2005, ch 239, §170.
SD Codified L § 47-1A-850 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-850 - Subpart definitions.

47-1A-850. Subpart definitions.Terms used in §§47-1A-850 to 47-1A-859, inclusive, mean:(1)"Corporation," includes any domestic or foreign predecessor entity of a corporation in a merger;(2)"Director" or "officer," an individual who is or was a director or officer, respectively, of a corporation or who, while a director or officer of the corporation, is or was serving 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. A director or officer is considered to be serving an employee benefit plan at the corporation's request if any duties to the corporation also impose duties on, or otherwise involve services by, the director or officer to the plan or to participants in or beneficiaries of the plan. The term, director or officer, includes, unless the context requires otherwise, the estate or personal representative of a director or officer;(3)"Disinterested director," a director who, at the time of a vote referred to in §47-1A-853.1 or a vote or selection referred to in §47-1A-856, is not a party to the proceeding, or an individual having a familial, financial, professional or employment relationship with the director whose indemnification or advance for expenses is the subject of the decision being made, which relationship would, in the circumstances, reasonably be expected to exert an influence on the director's judgment when voting on the decision being made;(4)"Expenses," includes counsel fees;(5)"Liability," the obligation to pay a judgment, settlement, penalty, fine, including an excise tax assessed with respect to an employee benefit plan, or reasonable expenses incurred with respect to a proceeding;(6)"Official capacity," when used with respect to a director, the office of director in a corporation; and when used with respect to an officer, as contemplated in §47-1A-856, the office in a corporation held by the officer. Official capacity does not include service for any other domestic or foreign corporation or any partnership, joint venture, trust, employee benefit plan, or other entity;(7)"Party," an individual who was, is, or is threatened to be made, a defendant or respondent in a proceeding;(8)"Proceeding," any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, arbitrative, or investigative and whether formal or informal. Source: SL 2005, ch 239, §171.
SD Codified L § 47-1A-851 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-851 - Permissible indemnification.

47-1A-851. Permissible indemnification.Except as otherwise provided in §47-1A-851.1, a corporation may indemnify a director who is a party to a proceeding by reason of being a director, against liability incurred in the proceeding if the director:(1)Acted in good faith; and(2)Reasonably believed:(a)In the case of conduct in an official capacity, that the conduct was in the best interests of the corporation; and(b)In all other cases, that the conduct was at least not opposed to the best interests of the corporation; and(3)In the case of any criminal proceeding, had no reasonable cause to believe the conduct was unlawful.A corporation may also, except as provided in §47-1A-851.1, indemnify a director who is a party to a proceeding against liability incurred in the proceeding if the director engaged in conduct for which broader indemnification has been made permissible or obligatory under a provision of the articles of incorporation, as authorized by subdivision 47-1A-202.1(5).A director's conduct with respect to an employee benefit plan for a purpose the director reasonably believed to be in the interests of the participants in, and the beneficiaries of, the plan is conduct that satisfies the requirement of subsection (2)(b).The termination of a proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, is not, of itself, determinative that the director did not meet the relevant standard of conduct described in this section. Source: SL 2005, ch 239, §172.
SD Codified L § 47-1A-851.1 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-851.1 - Prohibited indemnification--Exception.

47-1A-851.1. Prohibited indemnification--Exception.Unless ordered by a court under subdivision 47-1A-854(3), a corporation may not indemnify a director:(1)In connection with a proceeding by or in the right of the corporation, except for reasonable expenses incurred in connection with the proceeding if it is determined that the director has met the relevant standard of conduct under §47-1A-851; or(2)In connection with any proceeding with respect to conduct for which the director was adjudged liable on the basis that the director received a financial benefit to which the director was not entitled, whether or not involving action in the director's official capacity. Source: SL 2005, ch 239, §173.
SD Codified L § 47-1A-852 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-852 - Mandatory indemnification.

47-1A-852. Mandatory indemnification.A corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party by reason of being a director of the corporation, against reasonable expenses incurred in connection with the proceeding. Source: SL 2005, ch 239, §174.
SD Codified L § 47-1A-853 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-853 - Advance for expenses.

47-1A-853. Advance for expenses.A corporation may, before final disposition of a proceeding, advance funds to pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding by reasons of being a director if the director delivers to the corporation:(1)A written affirmation of the director's good faith belief that the director has met the relevant standard of conduct described in §47-1A-851 or that the proceeding involves conduct for which liability has been eliminated under a provision of the articles of incorporation as authorized by subdivision 47-1A-202.1(4); and(2)The director's written undertaking to repay any funds advanced if the director is not entitled to mandatory indemnification under §47-1A-852 and it is ultimately determined under §47-1A-854 or §47-1A-855 that the director has not met the relevant standard of conduct described in §47-1A-851.The undertaking required by subdivision (2) must be an unlimited general obligation of the director but need not be secured and may be accepted without reference to the financial ability of the director to make repayment. Source: SL 2005, ch 239, §175.
SD Codified L § 47-1A-853.1 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 01A - South Dakota Business Corporation Act|Section 47-1A-853.1 - Authorizations under § 47-1A-853--Board of directors or shareholders.

47-1A-853.1. Authorizations under §47-1A-853--Board of directors or shareholders.Authorizations under §47-1A-853 shall be made:(1)By the board of directors:(a)If there are two or more disinterested 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; or(b)If there are fewer than two disinterested directors, by the vote necessary for action by the board in accordance with §47-1A-824, in which authorization directors who do not qualify as disinterested directors may participate; or(2)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 authorization. Source: SL 2005, ch 239, §176.