SDCL § 47-1A-853.1: Authorizations under § 47-1A-853--Board of directors or shareholders.

Authorizations under § 47-1A-853 shall be made:

(1) By the board of directors:

(a) If there are two or more disinterested 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; or

(b) If there are fewer than two disinterested directors, by the vote necessary for action by the board in accordance with § 47-1A-824, in which authorization directors who do not qualify as disinterested directors may participate; or

(2) 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 authorization.