In addition to any other requirements of applicable law, where specified in this chapter that approval of a matter must be in the manner required by this section, the following requirements apply:
(1) With respect to a corporation, including a benefit corporation, the matter must be approved by the affirmative vote of sixty-six and two-thirds percent of the outstanding shares of each class and series of stock of the corporation, voting as separate voting groups, regardless of any limitation in the corporation's articles of incorporation or bylaws of the voting rights of such class or series.
(2) With respect to any entity incorporated as a nonprofit corporation, the matter must be approved by the affirmative vote of sixty-six and two-thirds percent of the votes cast by the members entitled to vote.
(3) With respect to an entity organized as a limited liability corporation or partnership, the matter must be approved in the same manner as would be required for the approval of a merger of the entity, unless otherwise provided in the entity's organizational documents, operating agreement, or partnership agreement of the entity.
HISTORY: 2012 Act No. 277, Section 1, eff June 14, 2012.
Structure South Carolina Code of Laws
Title 33 - Corporations, Partnerships and Associations
Chapter 38 - South Carolina Benefit Corporation Act
Section 33-38-110. Short title.
Section 33-38-120. Application of chapter; exemptions.
Section 33-38-130. Definitions.
Section 33-38-140. No entitlement to property tax exemptions.
Section 33-38-200. Incorporation as a benefit corporation.
Section 33-38-220. Termination of status as benefit corporation.
Section 33-38-230. Approval of corporate matters.
Section 33-38-300. Corporate purposes for benefit corporations.
Section 33-38-400. Accountability for benefit corporation.
Section 33-38-410. Powers and duties of benefit director.
Section 33-38-420. Officer liability for benefit corporation.
Section 33-38-430. Duties of benefit officer.
Section 33-38-440. Benefit enforcement proceedings.
Section 33-38-500. Annual benefit report.
Section 33-38-600. Shareholder dissent and payment for shares.