2011 South Dakota Code
Title 47 CORPORATIONS
Chapter 01A. South Dakota Business Corporation Act
§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.
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