{"data":{"id":"us-sd/sdcl-47-22-65.3","jurisdiction":"us-sd","citation":"SDCL § 47-22-65.3","heading":"Authorization of indemnification--Requirements--Manner of determination.","body":"Any indemnification under subdivisions 47-22-65.1(1) and (2), unless ordered by a court, shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee, or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in subdivisions 47-22-65.1(1) and (2). Such determination shall be made by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit, or proceeding, or if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion.","path":["TITLE 47. CORPORATIONS","CHAPTER 47-22. NONPROFIT CORPORATIONS--FORMATION AND GENERAL POWERS"],"source_url":"https://sdlegislature.gov/Statutes/47-22-65.3","current_through":"2026-08-31","vintage":"","retrieved_at":"2026-09-03T15:18:57Z","sha256":"e90ed86d2c9b933513699b08e4c1956e391b480efec923c4592ad71919123d46","source_id":"us-sd","stale":true,"prev":"us-sd/sdcl-47-22-65.2","next":"us-sd/sdcl-47-22-65.4"},"notice":"GroundRules: Original legal text. Not legal advice."}