2017 South Dakota Codified Laws
Title 47 - CORPORATIONS
Chapter 22 - Nonprofit Corporations--Formation And General Powers
§ 47-22-65.3 Authorization of indemnification--Requirements--Manner of determination.

47-22-65.3. Authorization of indemnification--Requirements--Manner of determination. Any indemnification under subdivisions 47-22-65.1(1) and (2), unless ordered by a court, shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee, or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in subdivisions 47-22-65.1(1) and (2). Such determination shall be made by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit, or proceeding, or if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion.

Source: SL 1986, ch 388, ยง 4.

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