South Dakota § 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.