SDCL § 47-1A-862: Directors' action respecting transaction--Effectiveness.

Directors' action respecting a transaction is effective for purposes of subdivision 47-1A-861.1(1) if the transaction received the affirmative vote of a majority, but no fewer than one, of those qualified directors on the board of directors or on a duly empowered committee of the board who voted on the transaction after either required disclosure to them, to the extent the information was not known by them, or compliance with § 47-1A-861.1. However, action by a committee is effective only if:

(1) At least one of its members is a qualified director; and

(2) Its members are either all the qualified directors on the board or are appointed by the affirmative vote of a majority of the qualified directors on the board.