47-1A-1202.1. Resolution authorizing disposition--Recommendation and submission of resolution to shareholders--Conditions.A disposition that requires approval of the shareholders under §47-1A-1202 shall be initiated by a resolution by the board of directors authorizing the disposition. After adoption of such a resolution, the board of directors shall submit the proposed disposition to the shareholders for their approval. The board of directors shall also transmit to the shareholders a recommendation that the shareholders approve the proposed disposition, unless the board of directors makes a determination that because of conflicts of interest or other special circumstances it should not make such a recommendation, in which case the board of directors shall transmit to the shareholders the basis for that determination.The board of directors may condition its submission of a disposition to the shareholders under this section on any basis. Source: SL 2005, ch 239, §274.
South Dakota Legal Code