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South Carolina Nonprofit Corporation Act
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South Carolina Code of Laws
Corporations, Partnerships and Associations
South Carolina Nonprofit Corporation Act
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Section
33-31-101
Short title.
Section
33-31-102
Reservation of power to amend or repeal.
Section
33-31-120
Filing requirements.
Section
33-31-121
Forms.
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
33-31-130
Powers.
Section
33-31-140
Definitions.
Section
33-31-141
Notice.
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
33-31-155
Authority to dispose of assets from a dissolved nonprofit corporation or eleemosynary organization.
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
33-31-206
Bylaws.
Section
33-31-207
Emergency bylaws and powers.
Section
33-31-301
Purposes.
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
33-31-601
Admission.
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
33-31-611
Transfers.
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
33-31-640
Delegates.
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
33-31-724
Proxies.
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
33-31-857
Insurance.
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
33-31-1530
Grounds for revoking a foreign corporation's authority to transact business in this State.
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.
Section
33-31-1707
Existing domestic and foreign corporations required to file "Notification by Existing Corporation" form.
Section
33-31-1708
Provisions not applicable.