Unless otherwise provided in:
(a) Chapters 1 through 20 of this Title;
(b) the articles of incorporation; or
(c) an agreement unanimously approved by the shareholders and disclosed in the articles of incorporation and on the corporation's share certificates,
all corporate powers must be exercised by or under the authority of, and the business and affairs of a corporation must be managed under the direction of, a board of directors. If the authority of the board is dispensed with or limited by a provision in the articles of incorporation under (b) or by a shareholder agreement under (c), the articles or the agreement shall describe who is to perform some or all of the duties of a board of directors.
HISTORY: Derived from 1976 Code Section 33-11-220 [1962 Code Section 12-16.22; 1962 (52) 1996; 1963 (53) 327; 1981 Act No. 146, Section 21; Repealed, 1988 Act No. 444, Section 2], and Section 33-13-10 [1962 Code Section 12-18.1; 1962 (52) 1996; 1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 2]; 1988 Act No. 444, Section 2.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 8 - Directors And Officers
Section 33-8-101. Requirement for and duties of board of directors.
Section 33-8-102. Qualifications of directors.
Section 33-8-103. Number and election of directors.
Section 33-8-104. Election of directors by certain classes of shareholders.
Section 33-8-105. Terms of directors generally.
Section 33-8-106. Staggered terms for directors.
Section 33-8-107. Resignation of directors.
Section 33-8-108. Removal of directors by shareholders.
Section 33-8-109. Removal of directors by judicial proceeding.
Section 33-8-110. Vacancy on board.
Section 33-8-111. Compensation of directors.
Section 33-8-210. Action without meeting.
Section 33-8-220. Notice of meeting.
Section 33-8-230. Waiver of notice.
Section 33-8-240. Quorum and voting.
Section 33-8-300. General standards for directors.
Section 33-8-310. Director or Officer conflict of interest.
Section 33-8-320. Loans to directors.
Section 33-8-330. Liability for unlawful distributions.
Section 33-8-400. Required officers.
Section 33-8-410. Duties of officers.
Section 33-8-420. Standards of conduct for officers.
Section 33-8-430. Resignation and removal of officers.
Section 33-8-440. Contract rights of officers.
Section 33-8-500. Article definitions.
Section 33-8-510. Authority to indemnify.
Section 33-8-520. Mandatory indemnification.
Section 33-8-530. Advance for expenses.
Section 33-8-540. Court-ordered indemnification.
Section 33-8-550. Determination and authorization of indemnification.
Section 33-8-560. Indemnification of officers, employees, and agents.