47-23-27. Indemnification of corporate agents for liability from good faith acts on behalf of corporation.
A nonprofit corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened pending or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative other than an action by or in the right of the corporation by reason of the fact that that person is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent or another corporation, limited liability company, partnership, joint venture, trust, or other enterprise, against expenses including attorneys' fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred by that person in connection with the action, suit, or proceeding if that person acted in good faith and in a manner that person reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe such conduct was unlawful.
Source: SL 1978, ch 338, §6; SL 1994, ch 351, §127.
Structure South Dakota Codified Laws
Chapter 23 - Nonprofit Corporations--Members, Directors, Officers And Agents
Section 47-23-2 - Exoneration from personal liability.
Section 47-23-3 - Members' meetings--Time and place.
Section 47-23-4 - Annual members' meeting--Time and place--Failure to hold meeting.
Section 47-23-5 - Special meetings--Electronic communication.
Section 47-23-6 - Taking action without meeting--Written consent--Effect of written consent.
Section 47-23-7 - Notice to members of meeting--Manner of giving notice.
Section 47-23-9 - Voting procedure--Proxy votes--Ballots.
Section 47-23-10 - Cumulative voting for directors.
Section 47-23-11 - Corporations without members entitled to vote--Powers of directors.
Section 47-23-13 - Board of directors--Qualifications of directors.
Section 47-23-15 - First board of directors--Term of office.
Section 47-23-16 - Election or appointment of directors--Term of office.
Section 47-23-17 - Classes of directors--Term of office.
Section 47-23-18 - Removal of directors.
Section 47-23-20 - Quorum of directors--Provisions of articles or bylaws as governing.
Section 47-23-21 - Meetings by teleconference.
Section 47-23-22 - Committees--Authority and function--Responsibility of board of directors.
Section 47-23-23 - Articles or bylaws as governing vote of directors.
Section 47-23-25 - Removal of officers--Contract rights unaffected.
Section 47-23-26 - Notice to members or directors--Written waiver.
Section 47-23-28 - Definition of terms.
Section 47-23-30 - Person not immune where negligent operation of vehicle caused injury.
Section 47-23-31 - Effect on other statutes concerning immunity.