SDCL § 47-1A-863: Shareholders' action respecting transaction--Effectiveness.

Shareholders' action respecting a transaction is effective for purposes of subdivision 47-1A-861.1(2) if a majority of the votes entitled to be cast by the holders of all qualified shares were cast in favor of the transaction after:

(1) Notice to shareholders describing the director's conflicting interest transaction;

(2) Provision of the information referred to in § 47-1A-863.2; and

(3) Required disclosure to the shareholders who voted on the transaction, to the extent the information was not known by them.

For purposes of this section, the term, qualified shares, means any shares entitled to vote with respect to the director's conflicting interest transaction except shares that, to the knowledge, before the vote, of the secretary, or other officer or agent of the corporation authorized to tabulate votes, are beneficially owned, or the voting of which is controlled, by a director who has a conflicting interest respecting the transaction or by a related person of the director, or both.