South Dakota Codified Laws
Chapter 17 - Cooperatives--Directors, Officers And Employees
Section 47-17-21 - Indemnification of directors, officers, agents, and employees against liability under certain circumstances.

47-17-21. Indemnification of directors, officers, agents, and employees against liability under certain circumstances.
Except as otherwise provided in §47-17-22, a cooperative may indemnify a director, officer, agent, or employee who is a party to a proceeding by reason of being a director, officer, agent, or employee, against liability incurred in the proceeding if the director, officer, agent, or employee:
(1)Acted in good faith; and
(2)Reasonably believed:
(a)In the case of conduct in an official capacity, that the conduct was in the best interests of the cooperative; and
(b)In all other cases, that the conduct was at least not opposed to the best interests of the cooperative; and
(3)In the case of any criminal proceeding, had no reasonable cause to believe the conduct was unlawful.
A cooperative may also, except as provided in §47-17-22, indemnify a director, officer, agent, or employee who is a party to a proceeding against liability incurred in the proceeding if the director, officer, agent, or employee engaged in conduct for which broader indemnification has been made permissible or obligatory under a provision of the articles of incorporation.
The conduct of a director, officer, agent, or employee with respect to an employee benefit plan for a purpose the director, officer, agent, or employee reasonably believed to be in the interests of the participants in, and the beneficiaries of, the plan is conduct that satisfies the requirement of subsection (2)(b).
The termination of a proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, is not, of itself, determinative that the director, officer, agent, or employee did not meet the relevant standard of conduct described in this section.

Source: SL 2007, ch 260, §4; SL 2009, ch 232, §4.

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Structure South Dakota Codified Laws

South Dakota Codified Laws

Title 47 - Corporations

Chapter 17 - Cooperatives--Directors, Officers And Employees

Section 47-17-1 - Board of directors as manager of cooperative--Qualifications of directors.

Section 47-17-2 - Compensation of directors.

Section 47-17-3 - Number of directors.

Section 47-17-4 - First directors as temporary board--Election of permanent directors--Territorial directors--Directors' terms of office--Alternates.

Section 47-17-4.1 - Use of funds or employee activity to promote election to office prohibited--Directors and officers permitting violation subject to civil fine.

Section 47-17-5 - Removal of directors.