reglab/statecodes huggingface dataset:
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-920.5 - Evidence of indebtedness or contract with merger provision containing not reference to domestication--Provision application to domestication.

47-1A-920.5. Evidence of indebtedness or contract with merger provision containing not reference to domestication--Provision application to domestication.
If any debt security, note or similar evidence of indebtedness for money borrowed, whether secured or unsecured, or a contract of any kind, issued, incurred, or executed by a domestic business corporation before July1, 2005, contains a provision applying to a merger of the corporation and the document does not refer to a domestication of the corporation, the provision is deemed to apply to a domestication of the corporation until such time as the provision is amended subsequent to that date.
Source:
SL 2005, ch 239, §201.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-921.1 - Articles of domestication--Content.

47-1A-921.1. Articles of domestication--Content.
The articles of domestication shall either contain all of the provisions that §47-1A-202 requires to be set forth in articles of incorporation and any other desired provisions that §47-1A-202.1 permits to be included in articles of incorporation, or shall have attached articles of incorporation. In either case, provisions that would not be required to be included in restated articles of incorporation may be omitted.
Source:
SL 2005, ch 239, §203.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-921.2 - Articles of domestication--Filing and effectiveness.

47-1A-921.2. Articles of domestication--Filing and effectiveness.
The articles of domestication shall be delivered to the Office of the Secretary of State for filing, and shall take effect at the effective time provided in §§47-1A-123 and 47-1A-123.1.
Source:
SL 2005, ch 239, §204.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-921.3 - Certificate of authority to transact business by foreign corporation cancelled upon domestication.

47-1A-921.3. Certificate of authority to transact business by foreign corporation cancelled upon domestication.
If the foreign corporation is authorized to transact business in this state under §§47-1A-1501 to 47-1A-1532, inclusive, its certificate of authority shall be cancelled automatically on the effective date of its domestication.
Source:
SL 2005, ch 239, §205.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-922 - Articles of domestication--Execution--Content.

47-1A-922. Articles of domestication--Execution--Content.
After the domestication of a foreign business corporation has been authorized as required by the laws of the foreign jurisdiction, articles of domestication shall be executed by any officer or other duly authorized representative. The articles shall set forth:
(1)The name of the corporation immediately before the filing of the articles of domestication and, if that name is unavailable for use in this state or the corporation desires to change its name in connection with the domestication, a name that satisfies the requirements of §§47-1A-401 to 47-1A-401.3, inclusive;
(2)The jurisdiction of incorporation of the corporation immediately before the filing of the articles of domestication and the date the corporation was incorporated in that jurisdiction; and
(3)A statement that the domestication of the corporation in this state was duly authorized as required by the laws of the jurisdiction in which the corporation was incorporated immediately before its domestication in this state.
Source:
SL 2005, ch 239, §207.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-922.1 - Articles of charter surrender--Filing and effectiveness.

47-1A-922.1. Articles of charter surrender--Filing and effectiveness.
The articles of charter surrender shall be delivered by the corporation to the Office of the Secretary of State for filing. The articles of charter surrender shall take effect on the effective time provided in §§47-1A-123 and 47-1A-123.1.
Source:
SL 2005, ch 239, §208.