(a) A corporation's board of directors may amend or repeal the corporation's bylaws unless:
(1) the articles of incorporation or Chapters 1 thru 20 of this title reserves this power exclusively to the shareholders in whole or part; or
(2) the shareholders in adopting, amending, or repealing a particular bylaw provide expressly that the board of directors may not adopt, amend, or repeal that bylaw or any bylaw on that subject.
(b) A corporation's shareholders may amend or repeal the corporation's bylaws even though the bylaws also may be amended or repealed by its board of directors.
(c) Any notice of a meeting of shareholders at which bylaws are to be adopted, amended, or repealed shall state that the purpose, or one of the purposes, of the meeting is to consider the adoption, amendment, or repeal of bylaws and contain or be accompanied by a copy or summary of the proposal.
HISTORY: Derived from 1976 Code Section 33-11-10 [1962 Code Section 12-16.1; 1962 (52) 1996; 1963 (53) 327; 1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 2]; 1988 Act No. 444, Section 2.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.