South Carolina Code of Laws
Title 33 - Corporations, Partnerships and Associations
Chapter 31 - South Carolina Nonprofit Corporation Act

Section 33-31-151. Express amendment excluding application of Section 33-31-150. - A corporation may amend its articles of incorporation expressly to...

Section 33-31-152. Rights of State are not impaired. - Nothing in Sections 33-31-150, 33-31-151, 62-7-405(f), and 62-7-405(g) impairs the...

Section 33-31-155. Authority to dispose of assets from a dissolved nonprofit corporation or eleemosynary organization. - (A) Persons serving as directors or trustees at the time...

Section 33-31-160. Judicial relief. - (a) If for any reason it is impractical or impossible...

Section 33-31-170. Attorney General. - (a) The Attorney General must be given notice of the...

Section 33-31-171. Investigation by Attorney General authorized. - The Attorney General, or any of his assistants or representatives...

Section 33-31-172. Requesting permission to make examinations. - A written request must be made to the president or...

Section 33-31-173. Use of information is restricted. - The Attorney General, or his authorized assistants or representatives, may...

Section 33-31-174. Forfeiture of right to operate for refusing examination. - A foreign nonprofit corporation operating in this State under certificate...

Section 33-31-175. Provisions are cumulative. - The provisions of Sections 33-31-170 through 33-31-175 are cumulative of...

Section 33-31-180. Religious corporations; Constitutional protections. - If religious doctrine governing the affairs of a religious corporation...

Section 33-31-201. Incorporators. - One or more persons may act as the incorporator or...

Section 33-31-202. Articles of incorporation. - (a) The articles of incorporation must set forth: (1) a...

Section 33-31-203. Incorporation. - (a) Unless a delayed effective date is specified, the corporate...

Section 33-31-204. Liability for preincorporation transactions. - All persons purporting to act as or on behalf of...

Section 33-31-205. Organization of corporation. - (a) After incorporation: (1) if initial directors are named in...

Section 33-31-206. Bylaws. - (a) The incorporators or board of directors of a corporation...

Section 33-31-207. Emergency bylaws and powers. - (a) Unless the articles provide otherwise, the directors of a...

Section 33-31-301. Purposes. - (a) Every corporation incorporated under this chapter has the purpose...

Section 33-31-302. General powers. - Unless its articles of incorporation provide otherwise, every corporation has...

Section 33-31-303. Emergency powers. - (a) In anticipation of or during an emergency defined in...

Section 33-31-304. Ultra vires. - (a) Except as provided in subsection (b), the validity of...

Section 33-31-305. Powers of corporations created by legislative authority before 1900. - All charitable, social, and religious corporations validly created by legislative...

Section 33-31-401. Corporate name. - (a) A corporate name may not contain language stating or...

Section 33-31-402. Reserved name. - (a) A person may reserve the exclusive use of a...

Section 33-31-403. Registered name of a foreign corporation. - (a) A foreign corporation may register its corporate name, or...

Section 33-31-404. Name change filing requirement when real property owned. - (a) When either a domestic or foreign nonprofit corporation which...

Section 33-31-501. Registered office and registered agent. - Each corporation must continuously maintain in this State: (1) a...

Section 33-31-502. Change of registered office or registered agent. - (a) A corporation may change its registered office or registered...

Section 33-31-503. Resignation of registered agent. - (a) A registered agent may resign as registered agent by...

Section 33-31-504. Service on corporation. - Except as otherwise specifically provided in this chapter, service of...

Section 33-31-505. Notice of Change of Principal Office. - If a corporation changes the location of its principal office,...

Section 33-31-601. Admission. - (a) The articles or bylaws may establish criteria or procedures...

Section 33-31-602. Consideration. - Except as provided in its articles or bylaws, a corporation...

Section 33-31-603. No requirement of members. - A corporation is not required to have members. HISTORY: 1994...

Section 33-31-610. Differences in rights and obligations of members. - All members have the same rights and obligations with respect...

Section 33-31-611. Transfers. - (a) Except as set forth in or authorized by the...

Section 33-31-612. Member's liability to third parties. - A member of a corporation is not, as such, personally...

Section 33-31-620. Resignation. - (a) A member may resign at any time. (b) The...

Section 33-31-621. Termination, expulsion, and suspension. - (a) No member of a public benefit or mutual benefit...

Section 33-31-622. Purchase of memberships. - (a) A public benefit or religious corporation may not purchase...

Section 33-31-630. Derivative suits. - Derivative suits may be maintained on behalf of South Carolina...

Section 33-31-640. Delegates. - (a) A corporation may provide in its articles or bylaws...

Section 33-31-701. Annual and regular meetings. - (a) A corporation with members shall hold a membership meeting...

Section 33-31-702. Special meetings. - (a) A corporation with members shall hold a special meeting...

Section 33-31-703. Court-ordered meeting. - (a) The court of common pleas of the county where...

Section 33-31-704. Action by written consent. - (a) Unless limited or prohibited by the articles or bylaws,...

Section 33-31-705. Notice of meeting. - (a) A corporation shall give notice consistent with its bylaws...

Section 33-31-706. Waiver of notice. - (a) A member may waive any notice required by this...

Section 33-31-707. Record date; determining members entitled to notice and vote. - (a) The bylaws of a corporation may fix or provide...

Section 33-31-708. Action by written or electronic ballot. - (a) Unless prohibited or limited by the articles or bylaws,...

Section 33-31-720. Members' list for voting. - (a) After fixing a record date for a notice of...

Section 33-31-721. Voting entitlement generally. - (a) Unless the articles or bylaws provide otherwise, each member...

Section 33-31-722. Quorum requirements. - (a) Unless this chapter, the articles, or bylaws provide for...

Section 33-31-723. Voting requirements. - (a) Unless this chapter, the articles, or the bylaws require...

Section 33-31-724. Proxies. - (a) Unless the articles or bylaws prohibit or limit proxy...

Section 33-31-725. Cumulative voting for directors. - (a) If the articles provide for cumulative voting by members,...

Section 33-31-726. Other methods of electing directors. - A corporation may provide in its articles or bylaws for...

Section 33-31-727. Corporation's acceptance of votes. - (a) If the name signed on a vote, consent, waiver,...

Section 33-31-730. Voting agreements. - (a) Two or more members may provide for the manner...

Section 33-31-801. Requirement for and duties of board. - (a) Each corporation must have a board of directors. (b)...

Section 33-31-802. Qualifications of directors. - All directors must be natural persons. The articles or bylaws...

Section 33-31-803. Number of directors. - (a) A board of directors must consist of three or...

Section 33-31-804. Election, designation, and appointment of directors. - (a) If the corporation has members entitled to vote for...

Section 33-31-805. Terms of directors generally. - (a) The articles or bylaws may specify the terms of...

Section 33-31-806. Staggered terms for directors. - The articles or bylaws may provide for staggering the terms...

Section 33-31-807. Resignation of directors. - (a) A director may resign at any time by delivering...

Section 33-31-808. Removal of directors elected by members or directors. - (a) The members may remove one or more directors elected...

Section 33-31-809. Removal of designated or appointed directors. - (a) A designated director may be removed by an amendment...

Section 33-31-810. Removal of directors by judicial proceeding. - (a) The circuit court of the county where a corporation's...

Section 33-31-811. Vacancy on board. - (a) Unless the articles or bylaws provide otherwise, and except...

Section 33-31-812. Compensation of directors. - Unless the articles or bylaws provide otherwise, a board of...

Section 33-31-820. Regular and special meetings. - (a) If the date, time, and place of a directors'...

Section 33-31-821. Action without meeting. - (a) Unless the articles or bylaws provide otherwise, action required...

Section 33-31-822. Call and notice of meetings. - (a) Unless the articles, bylaws, or subsection (c) provides otherwise,...

Section 33-31-823. Waiver of notice. - (a) A director may waive any notice required by this...

Section 33-31-824. Quorum and voting. - (a) Except as otherwise provided in this chapter, the articles,...

Section 33-31-825. Committees. - (a) Unless prohibited or limited by the articles or bylaws,...

Section 33-31-830. General standards for directors. - (a) A director shall discharge his duties as a director,...

Section 33-31-831. Director conflict of interest. - (a) A conflict of interest transaction is a transaction with...

Section 33-31-832. Loans or guarantees for directors and officers. - (a) A public benefit or religious corporation may not directly...

Section 33-31-833. Liability for unlawful distributions. - (a) Unless a director complies with the applicable standards for...

Section 33-31-834. Immunity from suit. - (a) All directors, trustees, or members of the governing bodies...

Section 33-31-840. Required officers. - (a) Unless otherwise provided in the articles or bylaws, a...

Section 33-31-841. Duties and authority of officers. - Each officer has the authority and shall perform the duties...

Section 33-31-842. Standards of conduct for officers. - (a) An officer with discretionary authority shall discharge his duties...

Section 33-31-843. Resignation and removal of officers. - (a) An officer may resign at any time by delivering...

Section 33-31-844. Contract rights of officers. - (a) The appointment of an officer does not itself create...

Section 33-31-850. Definitions. - In this subarticle: (1) "Corporation" includes any domestic or foreign...

Section 33-31-851. Authority to indemnify. - (a) Except as provided in subsection (d), a corporation may...

Section 33-31-852. Mandatory indemnification. - Unless limited by its articles of incorporation, a corporation shall...

Section 33-31-853. Advances for expenses. - (a) A corporation may pay for or reimburse the reasonable...

Section 33-31-854. Court-ordered indemnification. - Unless limited by a corporation's articles of incorporation, a director...

Section 33-31-855. Determination and authorization of indemnification. - (a) A corporation may not indemnify a director under Section...

Section 33-31-856. Indemnification of officers, employees, and agents. - Unless limited by a corporation's articles of incorporation: (1) an...

Section 33-31-857. Insurance. - A corporation may purchase and maintain insurance on behalf of...

Section 33-31-858. Application of article. - (a) A provision treating a corporation's indemnification of or advance...

Section 33-31-1001. Authority to amend articles of incorporation. - (a) A corporation may amend its articles of incorporation to...

Section 33-31-1002. Amendment of articles by directors. - (a) Unless the articles provide otherwise, a corporation's board of...

Section 33-31-1003. Amendment of articles by directors and members. - (a) If the corporation has members entitled to vote on...

Section 33-31-1004. Class voting by members on amendments. - (a) The members of a class in a public benefit...

Section 33-31-1005. Articles of amendment. - A corporation amending its articles shall deliver to the Secretary...

Section 33-31-1006. Restated articles of incorporation. - (a) A corporation's board of directors may restate its articles...

Section 33-31-1007. Amendment pursuant to judicial reorganization. - (a) A corporation's articles may be amended without board approval...

Section 33-31-1008. Effect of amendment and restatement. - An amendment to articles of incorporation does not affect a...

Section 33-31-1020. Amendment of bylaws by directors. - If a corporation has no members, or has no members...

Section 33-31-1021. Amendment of the bylaws by directors and members. - (a) A corporation's board of directors may amend or repeal...

Section 33-31-1022. Class voting on bylaw amendment by members. - (a) The members of a class in a public benefit...

Section 33-31-1023. Bylaw increasing quorum or voting requirement for members. - (a) The members may adopt or amend a bylaw that...

Section 33-31-1024. Bylaw increasing quorum or voting requirement for directors. - (a) Subject to any additional approval required by Section 33-31-1030,...

Section 33-31-1030. Approval of the articles of incorporation and bylaws by third persons. - The articles of only a religious corporation or public benefit...

Section 33-31-1031. Amendment terminating members or redeeming or canceling memberships. - (a) An amendment to the articles or bylaws of a...

Section 33-31-1101. Approval of plan of merger. - (a) Subject to the limitations set forth in Section 33-31-1102,...

Section 33-31-1102. Limitations on mergers by public benefit or religious corporations. - (a) Without the prior approval of the court of common...

Section 33-31-1103. Action on plan by board, members, and third persons. - (a) Unless this chapter, the articles, or bylaws require a...

Section 33-31-1104. Articles of merger. - After a plan of merger is approved by the board...

Section 33-31-1105. Effect of merger. - When a merger takes effect: (1) every other corporation party...

Section 33-31-1106. Merger with foreign corporation. - (a) Except as provided in Section 33-31-1102, one or more...

Section 33-31-1107. Bequests, devises, and gifts not affected by merger. - Any bequest, devise, gift, grant, or promise contained in a...

Section 33-31-1201. Sale of assets in regular course of activities and mortgage of assets. - (a) A corporation, on the terms and conditions and for...

Section 33-31-1202. Sale of assets other than in regular course of activities. - (a) A corporation may sell, lease, exchange, or otherwise dispose...

Section 33-31-1301. Prohibited distributions. - Except as authorized by Section 33-31-1302, a corporation may not...

Section 33-31-1302. Authorized distributions. - (a) A mutual benefit corporation may purchase its memberships if...

Section 33-31-1401. Dissolution by incorporators. - (a) The incorporators of a corporation that has no members...

Section 33-31-1402. Dissolution by directors, members, and third persons. - (a) Unless this chapter, the articles, or bylaws require a...

Section 33-31-1403. Notices to the Attorney General. - (a) A nonprofit organization shall give the Attorney General written...

Section 33-31-1404. Articles of dissolution. - (a) At any time after dissolution is authorized, the corporation...

Section 33-31-1405. Revocation of dissolution. - (a) A corporation may revoke its dissolution within one hundred...

Section 33-31-1406. Effect of dissolution. - (a) A dissolved corporation continues its corporate existence but may...

Section 33-31-1407. Known claims against dissolved corporation. - (a) A dissolved corporation may dispose of the known claims...

Section 33-31-1408. Unknown claims against dissolved corporation. - (a) A dissolved corporation also may publish notice of its...

Section 33-31-1420. Grounds for administrative dissolution. - The Secretary of State may commence a proceeding under Section...

Section 33-31-1421. Procedure for and effect of administrative dissolution. - (a) Upon determining that one or more grounds exist under...

Section 33-31-1422. Reinstatement following administrative dissolution. - (a) A corporation administratively dissolved under Section 33-31-1421 may apply...

Section 33-31-1423. Appeal from denial of reinstatement. - (a) The Secretary of State, upon denying a corporation's application...

Section 33-31-1430. Grounds for judicial dissolution. - (a) The court of common pleas may dissolve a corporation:...

Section 33-31-1431. Procedure for judicial dissolution. - (a) Venue for a proceeding by the Attorney General to...

Section 33-31-1432. Receivership or custodianship. - (a) A court in a judicial proceeding brought to dissolve...

Section 33-31-1433. Decree of dissolution. - (a) If after a hearing the court determines that one...

Section 33-31-1440. Deposit with Department of Revenue and Taxation. - Assets of a dissolved corporation that should be transferred to...

Section 33-31-1501. Authority to transact business required. - (a) A foreign corporation may not transact business in this...

Section 33-31-1502. Consequences of transacting business without authority. - (a) A foreign corporation transacting business in this State without...

Section 33-31-1503. Application for certificate of authority. - (a) A foreign corporation may apply for a certificate of...

Section 33-31-1504. Amended certificate of authority. - (a) A foreign corporation authorized to transact business in this...

Section 33-31-1505. Effect of certificate of authority. - (a) A certificate of authority authorizes the foreign corporation to...

Section 33-31-1506. Corporate name of foreign corporation. - (a) If the corporate name of a foreign corporation does...

Section 33-31-1507. Registered office and registered agent of foreign corporation. - Each foreign corporation authorized to transact business in this State...

Section 33-31-1508. Change of registered office or registered agent of foreign corporation. - (a) A foreign corporation authorized to transact business in this...

Section 33-31-1509. Resignation of registered agent of foreign corporation. - (a) The registered agent of a foreign corporation may resign...

Section 33-31-1510. Service on foreign corporations. - Except as specifically provided in this chapter, service of process...

Section 33-31-1515. Notice of change of principal office. - If a foreign corporation changes the location of its principal...

Section 33-31-1520. Withdrawal of foreign corporation. - (a) A foreign corporation authorized to transact business in this...

Section 33-31-1530. Grounds for revoking a foreign corporation's authority to transact business in this State. - (a) The Secretary of State may commence a proceeding under...

Section 33-31-1531. Procedure and effect of revocation. - (a) Upon determining that one or more grounds exist under...

Section 33-31-1532. Appeal from revocation. - (a) A foreign corporation may appeal the Secretary of State's...

Section 33-31-1601. Corporate records. - (a) A corporation shall keep as permanent records minutes of...

Section 33-31-1602. Inspection of records by members. - (a) Subject to subsection (e) and Section 33-31-1603(c), a member...

Section 33-31-1603. Scope of inspection rights. - (a) A member's agent or attorney has the same inspection...

Section 33-31-1604. Court-ordered inspection. - (a) If a corporation does not allow a member who...

Section 33-31-1605. Limitations on use of membership list. - Without consent of the board, a membership list or any...

Section 33-31-1620. Financial statements for members. - (a) Except as provided in the articles or bylaws of...

Section 33-31-1621. Report of indemnification to members. - If a corporation indemnifies or advances expenses to a director...

Section 33-31-1701. Application to Existing Domestic Corporations. - (a) This chapter applies to all domestic corporations which on...

Section 33-31-1702. Application to Qualified Foreign Corporations. - A foreign corporation authorized to transact business in this State...

Section 33-31-1703. Saving Provisions. - (a) Except as provided in subsection (b), the repeal of...

Section 33-31-1704. Severability. - If any provision of this chapter or its application to...

Section 33-31-1705. Effective Date. - As used in this chapter, the term "this chapter's effective...

Section 33-31-1706. Public Benefit, Mutual Benefit, and Religious Corporations. - (a) On the effective date of this chapter, each domestic...

Section 33-31-1707. Existing domestic and foreign corporations required to file "Notification by Existing Corporation" form. - (a) All domestic corporations in existence on May 10, 1994...

Section 33-31-1708. Provisions not applicable. - Other sections of this chapter notwithstanding, cooperative nonprofit membership corporations...

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South Carolina Code of Laws Title 33 - Corporations, Partnerships and Associations Chapter 31 - South Carolina Nonprofit Corporation Act

South Carolina Code of Laws
Title 33 - Corporations, Partnerships and Associations
Chapter 31 - South Carolina Nonprofit Corporation Act