S.D. Codified Laws § 47-1A-1202.1
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.
SDCL 47-1A-1202.1