(a) The court of common pleas of the county where a corporation's principal office in this State or, if none in this State, its registered office, is located may summarily order a meeting to be held:
(1) on application of a member or other person entitled to participate in an annual or regular meeting, and in the case of a public benefit corporation, the Attorney General, if an annual meeting was not held within the earlier of six months after the end of the corporation's fiscal year or fifteen months after its last annual meeting; or
(2) on application of a member or other person entitled to participate in a regular meeting, and in the case of a public benefit corporation, the Attorney General, if a regular meeting is not held within forty days after the date it was required to be held; or
(3) on application of a member who signed a demand for a special meeting valid under Section 33-31-702, a person or persons entitled to call a special meeting and, in the case of a public benefit corporation, the Attorney General, if:
(i) notice of the special meeting was not given within thirty days after the date the demand was delivered to a corporate officer; or
(ii) the special meeting was not held in accordance with the notice.
(b) The court may fix the time and place of the meeting, specify a record date for determining members entitled to notice of and to vote at the meeting, prescribe the form and content of the meeting notice, fix the quorum required for specific matters to be considered at the meeting, or direct that the votes represented at the meeting constitute a quorum for action on those matters, and enter other orders necessary to accomplish the purpose or purposes of the meeting.
(c) If the court orders a meeting, it may also order the corporation to pay the member's costs, including reasonable counsel fees, incurred to obtain the order.
HISTORY: 1994 Act No. 384, Section 1.
Structure South Carolina Code of Laws
Title 33 - Corporations, Partnerships and Associations
Chapter 31 - South Carolina Nonprofit Corporation Act
Section 33-31-101. Short title.
Section 33-31-102. Reservation of power to amend or repeal.
Section 33-31-120. Filing requirements.
Section 33-31-122. Filing, service, and copying fees.
Section 33-31-123. Effective date of document.
Section 33-31-124. Correcting filed document.
Section 33-31-125. Filing duty of the Secretary of State.
Section 33-31-126. Appeal from Secretary of State's refusal to file document.
Section 33-31-127. Evidentiary effect of copy of filed document.
Section 33-31-128. Certificate of existence.
Section 33-31-129. Penalty for signing false document.
Section 33-31-140. Definitions.
Section 33-31-150. Private foundations.
Section 33-31-151. Express amendment excluding application of Section 33-31-150.
Section 33-31-152. Rights of State are not impaired.
Section 33-31-160. Judicial relief.
Section 33-31-170. Attorney General.
Section 33-31-171. Investigation by Attorney General authorized.
Section 33-31-172. Requesting permission to make examinations.
Section 33-31-173. Use of information is restricted.
Section 33-31-174. Forfeiture of right to operate for refusing examination.
Section 33-31-175. Provisions are cumulative.
Section 33-31-180. Religious corporations; Constitutional protections.
Section 33-31-201. Incorporators.
Section 33-31-202. Articles of incorporation.
Section 33-31-203. Incorporation.
Section 33-31-204. Liability for preincorporation transactions.
Section 33-31-205. Organization of corporation.
Section 33-31-207. Emergency bylaws and powers.
Section 33-31-302. General powers.
Section 33-31-303. Emergency powers.
Section 33-31-304. Ultra vires.
Section 33-31-305. Powers of corporations created by legislative authority before 1900.
Section 33-31-401. Corporate name.
Section 33-31-402. Reserved name.
Section 33-31-403. Registered name of a foreign corporation.
Section 33-31-404. Name change filing requirement when real property owned.
Section 33-31-501. Registered office and registered agent.
Section 33-31-502. Change of registered office or registered agent.
Section 33-31-503. Resignation of registered agent.
Section 33-31-504. Service on corporation.
Section 33-31-505. Notice of Change of Principal Office.
Section 33-31-602. Consideration.
Section 33-31-603. No requirement of members.
Section 33-31-610. Differences in rights and obligations of members.
Section 33-31-612. Member's liability to third parties.
Section 33-31-620. Resignation.
Section 33-31-621. Termination, expulsion, and suspension.
Section 33-31-622. Purchase of memberships.
Section 33-31-630. Derivative suits.
Section 33-31-701. Annual and regular meetings.
Section 33-31-702. Special meetings.
Section 33-31-703. Court-ordered meeting.
Section 33-31-704. Action by written consent.
Section 33-31-705. Notice of meeting.
Section 33-31-706. Waiver of notice.
Section 33-31-707. Record date; determining members entitled to notice and vote.
Section 33-31-708. Action by written or electronic ballot.
Section 33-31-720. Members' list for voting.
Section 33-31-721. Voting entitlement generally.
Section 33-31-722. Quorum requirements.
Section 33-31-723. Voting requirements.
Section 33-31-725. Cumulative voting for directors.
Section 33-31-726. Other methods of electing directors.
Section 33-31-727. Corporation's acceptance of votes.
Section 33-31-730. Voting agreements.
Section 33-31-801. Requirement for and duties of board.
Section 33-31-802. Qualifications of directors.
Section 33-31-803. Number of directors.
Section 33-31-804. Election, designation, and appointment of directors.
Section 33-31-805. Terms of directors generally.
Section 33-31-806. Staggered terms for directors.
Section 33-31-807. Resignation of directors.
Section 33-31-808. Removal of directors elected by members or directors.
Section 33-31-809. Removal of designated or appointed directors.
Section 33-31-810. Removal of directors by judicial proceeding.
Section 33-31-811. Vacancy on board.
Section 33-31-812. Compensation of directors.
Section 33-31-820. Regular and special meetings.
Section 33-31-821. Action without meeting.
Section 33-31-822. Call and notice of meetings.
Section 33-31-823. Waiver of notice.
Section 33-31-824. Quorum and voting.
Section 33-31-825. Committees.
Section 33-31-830. General standards for directors.
Section 33-31-831. Director conflict of interest.
Section 33-31-832. Loans or guarantees for directors and officers.
Section 33-31-833. Liability for unlawful distributions.
Section 33-31-834. Immunity from suit.
Section 33-31-840. Required officers.
Section 33-31-841. Duties and authority of officers.
Section 33-31-842. Standards of conduct for officers.
Section 33-31-843. Resignation and removal of officers.
Section 33-31-844. Contract rights of officers.
Section 33-31-850. Definitions.
Section 33-31-851. Authority to indemnify.
Section 33-31-852. Mandatory indemnification.
Section 33-31-853. Advances for expenses.
Section 33-31-854. Court-ordered indemnification.
Section 33-31-855. Determination and authorization of indemnification.
Section 33-31-856. Indemnification of officers, employees, and agents.
Section 33-31-858. Application of article.
Section 33-31-1001. Authority to amend articles of incorporation.
Section 33-31-1002. Amendment of articles by directors.
Section 33-31-1003. Amendment of articles by directors and members.
Section 33-31-1004. Class voting by members on amendments.
Section 33-31-1005. Articles of amendment.
Section 33-31-1006. Restated articles of incorporation.
Section 33-31-1007. Amendment pursuant to judicial reorganization.
Section 33-31-1008. Effect of amendment and restatement.
Section 33-31-1020. Amendment of bylaws by directors.
Section 33-31-1021. Amendment of the bylaws by directors and members.
Section 33-31-1022. Class voting on bylaw amendment by members.
Section 33-31-1023. Bylaw increasing quorum or voting requirement for members.
Section 33-31-1024. Bylaw increasing quorum or voting requirement for directors.
Section 33-31-1030. Approval of the articles of incorporation and bylaws by third persons.
Section 33-31-1031. Amendment terminating members or redeeming or canceling memberships.
Section 33-31-1101. Approval of plan of merger.
Section 33-31-1102. Limitations on mergers by public benefit or religious corporations.
Section 33-31-1103. Action on plan by board, members, and third persons.
Section 33-31-1104. Articles of merger.
Section 33-31-1105. Effect of merger.
Section 33-31-1106. Merger with foreign corporation.
Section 33-31-1107. Bequests, devises, and gifts not affected by merger.
Section 33-31-1201. Sale of assets in regular course of activities and mortgage of assets.
Section 33-31-1202. Sale of assets other than in regular course of activities.
Section 33-31-1301. Prohibited distributions.
Section 33-31-1302. Authorized distributions.
Section 33-31-1401. Dissolution by incorporators.
Section 33-31-1402. Dissolution by directors, members, and third persons.
Section 33-31-1403. Notices to the Attorney General.
Section 33-31-1404. Articles of dissolution.
Section 33-31-1405. Revocation of dissolution.
Section 33-31-1406. Effect of dissolution.
Section 33-31-1407. Known claims against dissolved corporation.
Section 33-31-1408. Unknown claims against dissolved corporation.
Section 33-31-1420. Grounds for administrative dissolution.
Section 33-31-1421. Procedure for and effect of administrative dissolution.
Section 33-31-1422. Reinstatement following administrative dissolution.
Section 33-31-1423. Appeal from denial of reinstatement.
Section 33-31-1430. Grounds for judicial dissolution.
Section 33-31-1431. Procedure for judicial dissolution.
Section 33-31-1432. Receivership or custodianship.
Section 33-31-1433. Decree of dissolution.
Section 33-31-1440. Deposit with Department of Revenue and Taxation.
Section 33-31-1501. Authority to transact business required.
Section 33-31-1502. Consequences of transacting business without authority.
Section 33-31-1503. Application for certificate of authority.
Section 33-31-1504. Amended certificate of authority.
Section 33-31-1505. Effect of certificate of authority.
Section 33-31-1506. Corporate name of foreign corporation.
Section 33-31-1507. Registered office and registered agent of foreign corporation.
Section 33-31-1508. Change of registered office or registered agent of foreign corporation.
Section 33-31-1509. Resignation of registered agent of foreign corporation.
Section 33-31-1510. Service on foreign corporations.
Section 33-31-1515. Notice of change of principal office.
Section 33-31-1520. Withdrawal of foreign corporation.
Section 33-31-1531. Procedure and effect of revocation.
Section 33-31-1532. Appeal from revocation.
Section 33-31-1601. Corporate records.
Section 33-31-1602. Inspection of records by members.
Section 33-31-1603. Scope of inspection rights.
Section 33-31-1604. Court-ordered inspection.
Section 33-31-1605. Limitations on use of membership list.
Section 33-31-1620. Financial statements for members.
Section 33-31-1621. Report of indemnification to members.
Section 33-31-1701. Application to Existing Domestic Corporations.
Section 33-31-1702. Application to Qualified Foreign Corporations.
Section 33-31-1703. Saving Provisions.
Section 33-31-1704. Severability.
Section 33-31-1705. Effective Date.
Section 33-31-1706. Public Benefit, Mutual Benefit, and Religious Corporations.