SDCL § 47-1A-825.1: Powers of committees.

To the extent specified by the board of directors or in the articles of incorporation or bylaws, each committee may exercise the powers of the board of directors under § 47-1A-801. However, a committee may not:

(1) Authorize or approve distributions, except according to a formula or method, or within limits, prescribed by the board of directors;

(2) Approve or propose to shareholders action that this chapter requires be approved by shareholders;

(3) Fill vacancies on the board of directors or, subject to § 47-1A-825.3, on any of its committees; or

(4) Adopt, amend, or repeal bylaws.