South Dakota § 47-1A-855 - Determination and authorization of indemnification.
Full text of South Dakota South Dakota Codified Laws § 47-1A-855 — Determination and authorization of indemnification., with citation guidance and answers to common questions.
§ 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.
Source: official South Dakota text · Last verified 2026-08-27
Frequently Asked Questions About South Dakota § 47-1A-855
What does South Dakota Codified Laws § 47-1A-855 cover?
Section 47-1A-855 ("Determination and authorization of indemnification.") is part of the South Dakota Codified Laws, the codified statutory law of South Dakota. It sets out the legal rule or procedure described in the text above. Statutes are amended regularly, so always verify against the official source.
How do I cite South Dakota § 47-1A-855?
A common citation format is "South Dakota Codified Laws § 47-1A-855" (South Dakota). Legal writing may require the code abbreviation, section number, and year or edition. Match the style required by your court, professor, or publisher.
Is this the official text of South Dakota law?
No. This page is for research and education and may not include the most recent amendments. For official current law, check the South Dakota official source linked on this page or consult a licensed South Dakota attorney.
How does South Dakota § 47-1A-855 apply to my situation?
Statutes are interpreted in context, and application depends on your specific facts. Only a licensed attorney in South Dakota can advise on how this section applies to you. Contact your state or local bar association for a referral.
Sources & Verification
Not legal advice. Verify against the official source and consult a licensed attorney in South Dakota.