reglab/statecodes huggingface dataset:
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-724 - Corporation's acceptance of votes.

47-1A-724. Corporation's acceptance of votes.
If the name signed on a vote, consent, waiver, or proxy appointment corresponds to the name of a shareholder, the corporation if acting in good faith is entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the shareholder. If the name signed on a vote, consent, waiver, or proxy appointment does not correspond to the name of its shareholder, the corporation if acting in good faith is nevertheless entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the shareholder if:
(1)The shareholder is an entity and the name signed purports to be that of an officer or agent of the entity;
(2)The name signed purports to be that of a personal representative, guardian, or conservator representing the shareholder and, if the corporation requests, evidence of fiduciary status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment;
(3)The name signed purports to be that of a receiver or trustee in bankruptcy of the shareholder and, if the corporation requests, evidence of this status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment;
(4)The name signed purports to be that of a pledgee, beneficial owner, or attorney-in-fact of the shareholder and, if the corporation requests, evidence acceptable to the corporation of the signatory's authority to sign for the shareholder has been presented with respect to the vote, consent, waiver, or proxy appointment;
(5)Two or more persons are the shareholder as co-tenants or fiduciaries and the name signed purports to be the name of at least one of the co-owners and the person signing appears to be acting on behalf of all the co-owners.
Source:
SL 2005, ch 239, §106.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-724.1 - Corporation's rejection of votes--Liability for acceptance or rejection--Validity of corporate action.

47-1A-724.1. Corporation's rejection of votes--Liability for acceptance or rejection--Validity of corporate action.
The corporation is entitled to reject a vote, consent, waiver, or proxy appointment if the secretary or other officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory's authority to sign for the shareholder. The corporation and its officer or agent who accepts or rejects a vote, consent, waiver, or proxy appointment in good faith and in accordance with the standards of this section or §47-1A-722 are not liable in damages to the shareholder for the consequences of the acceptance or rejection. Corporate action based on the acceptance or rejection of a vote, consent, waiver, or proxy appointment under this section is valid unless a court of competent jurisdiction determines otherwise.
Source:
SL 2005, ch 239, §107.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-725 - Quorum and voting requirements for voting groups.

47-1A-725. Quorum and voting requirements for voting groups.
Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. Unless the articles of incorporation or this chapter provide otherwise, a majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum of that voting group for action on that matter. Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting. If a quorum exists, action on a matter, other than the election of directors, by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the articles of incorporation or this chapter require a greater number of affirmative votes. An amendment of articles of incorporation adding, changing, or deleting a quorum or voting requirement for a voting group greater than specified in this section is governed by §47-1A-727.
Source:
SL 2005, ch 239, §108.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-726 - Action by single and multiple voting groups.

47-1A-726. Action by single and multiple voting groups.
If the articles of incorporation or this chapter provide for voting by a single voting group on a matter, action on that matter is taken when voted upon by that voting group as provided in §47-1A-725. If the articles of incorporation or this chapter provide for voting by two or more voting groups on a matter, action on that matter is taken only when voted upon by each of those voting groups counted separately as provided in §47-1A-725. Action may be taken by one voting group on a matter even though no action is taken by another voting group entitled to vote on the matter.
Source:
SL 2005, ch 239, §109.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-727 - Greater quorum or voting requirements.

47-1A-727. Greater quorum or voting requirements.
The articles of incorporation may provide for a greater quorum or voting requirement for shareholders, or voting groups of shareholders, than is provided for by this chapter. An amendment to the articles of incorporation that adds, changes, or deletes a greater quorum or voting requirement shall meet the same quorum requirement and shall be adopted by the same vote and voting groups required to take action under the quorum and voting requirements then in effect or proposed to be adopted, whichever is greater.
Source:
SL 2005, ch 239, §110.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-728 - Cumulative voting for directors.

47-1A-728. Cumulative voting for directors.
Shareholders may cumulate their votes for directors. The right to cumulate votes for directors means that the shareholders are entitled to multiply the number of votes that they are entitled to cast by the number of directors for whom they are entitled to vote and cast the product for a single candidate or distribute the product among two or more candidates.
Source:
SL 2005, ch 239, §111; SL 2010, ch 218, §16.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-729 - Inspectors of election.

47-1A-729. Inspectors of election.
A corporation having any shares listed on a national securities exchange or regularly traded in a market maintained by one or more members of a national or affiliated securities association shall, and any other corporation may, appoint one or more inspectors to act at a meeting of shareholders and make a written report of the inspectors' determinations. Each inspector shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of the inspector's ability. The inspectors shall:
(1)Ascertain the number of shares outstanding and the voting power of each;
(2)Determine the shares represented at a meeting;
(3)Determine the validity of proxies and ballots;
(4)Count all votes; and
(5)Determine the result.
An inspector may be an officer or employee of the corporation.
Source:
SL 2005, ch 239, §112.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-730 - Voting trusts--Creation--Effective date and duration.

47-1A-730. Voting trusts--Creation--Effective date and duration.
One or more shareholders may create a voting trust, conferring on a trustee the right to vote or otherwise act for them, by signing an agreement setting out the provisions of the trust, which may include anything consistent with its purpose, and transferring their shares to the trustee. When a voting trust agreement is signed, the trustee shall prepare a list of the names and addresses of all voting trust beneficial owners, together with the number and class of shares each transferred to the trust, and deliver copies of the list and agreement to the corporation's principal office.
A voting trust becomes effective on the date the first shares subject to the trust are registered in the trustee's name. Any limit on the duration of a voting trust must be set forth in the voting trust. A voting trust that became effective between July 1, 2005, and June 30, 2015, remains governed by the ten-year limit then in effect, unless the voting trust is amended to provide otherwise by unanimous agreement of the parties to the voting trust.
Source:
SL 2005, ch 239, §113; SL 2015, ch 228, §1.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-730.1 - Extension of voting trust for additional terms--Agreement.

47-1A-730.1. Extension of voting trust for additional terms--Agreement.
All or some of the parties to a voting trust may extend it for additional terms by signing written consent to the extension. An extension is valid for the duration stated in the extension agreement and is valid from the date the first shareholder signs the extension agreement. The voting trustee shall deliver copies of the extension agreement and list of all voting trust beneficial owners to the corporation's principal office. An extension agreement binds only those parties signing it.
Source:
SL 2005, ch 239, §114; SL 2015, ch 228, §2.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-731 - Voting agreements.

47-1A-731. Voting agreements.
Two or more shareholders may provide for the manner in which they will vote their shares by signing an agreement for this purpose. A voting agreement created under this section is not subject to the provisions of §§47-1A-730 and 47-1A-730.1. A voting agreement created under this section is specifically enforceable.
Source:
SL 2005, ch 239, §115.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-732 - Shareholder agreements--Effectiveness.

47-1A-732. Shareholder agreements--Effectiveness.
An agreement among the shareholders of a corporation that complies with this section is effective among the shareholders and the corporation even though it is inconsistent with one or more other provisions of this chapter in that it:
(1)Eliminates the board of directors or restricts the discretion or powers of the board of directors;
(2)Governs the authorization or making of distributions whether or not in proportion to ownership of shares, subject to the limitations in §§47-1A-640 to 47-1A-640.5, inclusive;
(3)Establishes who shall be directors or officers of the corporation, or their terms of office or manner of selection or removal;
(4)Governs, in general or in regard to specific matters, the exercise or division of voting power by or between the shareholders and directors or by or among any of them, including use of weighted voting rights or director proxies;
(5)Establishes the terms and conditions of any agreement for the transfer or use of property or the provision of services between the corporation and any shareholder, director, officer, or employee of the corporation or among any of them;
(6)Transfers to one or more shareholders or other persons all or part of the authority to exercise the corporate powers or to manage the business and affairs of the corporation, including the resolution of any issue about which there exists a deadlock among directors or shareholders;
(7)Requires dissolution of the corporation at the request of one or more of the shareholders or upon the occurrence of a specified event or contingency; or
(8)Otherwise governs the exercise of the corporate powers or the management of the business and affairs of the corporation or the relationship among the shareholders, the directors, and the corporation, or among any of them, and is not contrary to public policy.
Source:
SL 2005, ch 239, §116.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-732.1 - Form, approval, amendment, and term of shareholder agreements.

47-1A-732.1. Form, approval, amendment, and term of shareholder agreements.
Any agreement authorized by §47-1A-732 shall be:
(1)Set forth in the articles of incorporation or bylaws and approved by all persons who are shareholders at the time of the agreement, or in a written agreement that is signed by all persons who are shareholders at the time of the agreement and is made known to the corporation;
(2)Subject to amendment only by all persons who are shareholders at the time of the amendment, unless the agreement provides otherwise; and
(3)Valid for ten years, unless the agreement provides otherwise.
Source:
SL 2005, ch 239, §117.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-732.2 - Existence of agreement to be noted on certificate--Right of rescission on purchase of shares without notice of agreement.

47-1A-732.2. Existence of agreement to be noted on certificate--Right of rescission on purchase of shares without notice of agreement.
The existence of an agreement authorized by §47-1A-732 shall be noted conspicuously on the front or back of each certificate for outstanding shares or on the information statement required by §47-1A-626. If, at the time of the agreement, the corporation has shares outstanding represented by certificates, the corporation shall recall the outstanding certificates and issue substitute certificates that comply with this section. The failure to note the existence of the agreement on the certificate or information statement does not affect the validity of the agreement or any action taken pursuant to it. Any purchaser of shares who, at the time of purchase, did not have knowledge of the existence of the agreement is entitled to rescission of the purchase. A purchaser is deemed to have knowledge of the existence of the agreement if its existence is noted on the certificate or information statement for the shares in compliance with this section and, if the shares are not represented by a certificate, the information statement is delivered to the purchaser at or prior to the time of purchase of the shares. An action to enforce the right of rescission authorized by this section must be commenced within the earlier of ninety days after discovery of the existence of the agreement or two years after the time of purchase of the shares.
Source:
SL 2005, ch 239, §118.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-732.3 - Limitations on effectiveness of agreement--Amendment to articles of incorporation or bylaws.

47-1A-732.3. Limitations on effectiveness of agreement--Amendment to articles of incorporation or bylaws.
An agreement authorized by §47-1A-732 shall cease to be effective when shares of the corporation are listed on a national securities exchange or regularly traded in a market maintained by one or more members of a national or affiliated securities association. If the agreement ceases to be effective for any reason, the board of directors may, if the agreement is contained or referred to in the corporation's articles of incorporation or bylaws, adopt an amendment to the articles of incorporation or bylaws, without shareholder action, to delete the agreement and any references to it.
Source:
SL 2005, ch 239, §119.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-732.4 - Liability of directors limited to extent discretion or powers limited by agreement.

47-1A-732.4. Liability of directors limited to extent discretion or powers limited by agreement.
An agreement authorized by §47-1A-732 that limits the discretion or powers of the board of directors shall relieve the directors of, and impose upon the person or persons in whom such discretion or powers are vested, liability for acts or omissions imposed by law on directors to the extent that the discretion or powers of the directors are limited by the agreement.
Source:
SL 2005, ch 239, §120.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-732.5 - Agreement not grounds for imposition of personal liability on shareholder for acts or debts of corporation.

47-1A-732.5. Agreement not grounds for imposition of personal liability on shareholder for acts or debts of corporation.
The existence or performance of an agreement authorized by §47-1A-732 is not a ground for imposing personal liability on any shareholder for the acts or debts of the corporation even if the agreement or its performance treats the corporation as if it were a partnership or results in failure to observe the corporate formalities otherwise applicable to the matters governed by the agreement.
Source:
SL 2005, ch 239, §121.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-732.6 - Incorporators or subscribers for shares to act as shareholders with respect to agreement.

47-1A-732.6. Incorporators or subscribers for shares to act as shareholders with respect to agreement.
Incorporators or subscribers for shares may act as shareholders with respect to an agreement authorized by §47-1A-732 if no shares have been issued when the agreement is made.
Source:
SL 2005, ch 239, §122.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-740 - Subpart definitions.

47-1A-740. Subpart definitions.
Terms used in §§47-1A-741 to 47-1A-747, inclusive, mean:
(1)"Derivative proceeding," a civil suit in the right of a domestic corporation or, to the extent provided in §47-1A-747, in the right of a foreign corporation;
(2)"Shareholder," includes a beneficial owner whose shares are held in a voting trust or held by a nominee on the beneficial owner's behalf.
Source:
SL 2005, ch 239, §123.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-741 - Standing.

47-1A-741. Standing.
No shareholder may commence or maintain a derivative proceeding unless the shareholder:
(1)Was a shareholder of the corporation at the time of the act or omission complained of or became a shareholder through transfer by operation of law from one who was a shareholder at that time; and
(2)Fairly and adequately represents the interests of the corporation in enforcing the right of the corporation.
Source:
SL 2005, ch 239, §124.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-742 - Demand.

47-1A-742. Demand.
No shareholder may commence a derivative proceeding until:
(1)A written demand has been made upon the corporation to take suitable action; and
(2)Ninety days have expired from the date the demand was made unless the shareholder has earlier been notified that the demand has been rejected by the corporation or unless irreparable injury to the corporation would result by waiting for the expiration of the ninety-day period.
Source:
SL 2005, ch 239, §125.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-743 - Stay of proceedings.

47-1A-743. Stay of proceedings.
If the corporation commences an inquiry into the allegations made in the demand or complaint, the court may stay any derivative proceeding for such period as the court deems appropriate.
Source:
SL 2005, ch 239, §126.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-744 - Dismissal upon determination that maintenance of proceeding not in best interests of corporation.

47-1A-744. Dismissal upon determination that maintenance of proceeding not in best interests of corporation.
A derivative proceeding shall be dismissed by the court on motion by the corporation if one of the groups specified in §§47-1A-744.1 or 47-1A-744.5 has determined in good faith after conducting a reasonable inquiry upon which its conclusions are based that the maintenance of the derivative proceeding is not in the best interests of the corporation.
Source:
SL 2005, ch 239, §127.
2023 South Dakota Codified Laws › Title 47 - Corporations › Chapter 01A - South Dakota Business Corporation Act › Section 47-1A-744.1 - Groups authorized to make determination that maintenance of proceeding not in best interest of corporation.

47-1A-744.1. Groups authorized to make determination that maintenance of proceeding not in best interest of corporation.
Unless a panel is appointed pursuant to §47-1A-744.5, the determination in §47-1A-744 shall be made by:
(1)A majority vote of independent directors present at a meeting of the board of directors if the independent directors constitute a quorum; or
(2)A majority vote of a committee consisting of two or more independent directors appointed by majority vote of independent directors present at a meeting of the board of directors, whether or not such independent directors constituted a quorum.
Source:
SL 2005, ch 239, §128.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.