(a) If a corporation has not yet issued shares, its board of directors or, if directors have not been named, its incorporators may adopt amendments to the corporation's articles of incorporation by a unanimous vote.
(b) If any amendment permitted by subsection (a) effects a material change in the articles of incorporation, subscribers not assenting to the amendment may rescind their subscriptions without liability, notwithstanding any contrary provision of the subscription agreement or Chapters 1 thru 20 of this title.
HISTORY: Derived from 1976 Code Section 33-15-20 [1962 Code Section 12-19.2; 1952 Code Sections 12-401 to 12-404; 1942 Code Sections 7676, 7736, 7741, 7744; 1932 Code Sections 7676, 7736, 7741, 7744; Civ. C. '22 Sections 4250, 4310, 4315, 4318; Civ. C. '12 Sections 2846, 2849, 2873; Civ. C. '02 Sections 1842, 1889, 1892; R. S. 1499; 1886 (19) 546; 1896 (22) 97; 1898 (22) 769, 771; 1901 (23) 710; 1917 (30) 36; 1962 (52) 1996; 1963 (53) 327; 1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 2]; 1988 Act No. 444, Section 2.
Structure South Carolina Code of Laws
Title 33 - Corporations, Partnerships and Associations
Chapter 10 - Amendment Of Articles Of Incorporation And Bylaws
Section 33-10-101. Authority to amend.
Section 33-10-102. Amendment by board of directors.
Section 33-10-103. Amendment by board of directors and shareholders.
Section 33-10-104. Voting on amendments by voting groups.
Section 33-10-105. Amendment before issuance of shares.
Section 33-10-106. Articles of amendment.
Section 33-10-107. Restated articles of incorporation.
Section 33-10-108. Amendment pursuant to reorganization.
Section 33-10-109. Effect of amendment.
Section 33-10-110. Conversion to nonprofit public benefit corporation.
Section 33-10-200. Amendment by board of directors or shareholders.
Section 33-10-210. Bylaw increasing quorum or voting requirement for shareholders.
Section 33-10-220. Bylaw increasing quorum or voting requirement for directors.