SDCL § 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.