reglab/housing_qa huggingface dataset:
SC Code § 33-8-110 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 8 - Directors And Officers|Section 33-8-110. Vacancy on board.

 (a) Unless the articles of incorporation provide otherwise, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors:  (1) the shareholders may fill the vacancy;  (2) the board of directors may fill the vacancy; or  (3) if the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.  (b) If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group may fill the vacancy.  (c) A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under Section 33-8-108(b) or otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.  (d) If, by reason of death, resignation, or other cause, a corporation has no directors in office, then any officer or any shareholder or an executor, administrator, trustee, or guardian of a shareholder or other fiduciary entrusted with like responsibility for the person or estate of a shareholder may call for a special meeting of shareholders to elect directors or may apply to the court for an order requiring election of directors.  HISTORY: Derived from 1976 Code Section 33-13-60 [1962 Code Section 12-18.6; 1962 (52) 1996; 1969 (56) 701; 1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 2]; 1988 Act No. 444, Section 2.
SC Code § 33-8-111 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 8 - Directors And Officers|Section 33-8-111. Compensation of directors.

 Unless the articles of incorporation or bylaws provide otherwise, the board of directors may fix the compensation of directors for their services as directors, or in any other capacity.  HISTORY: Derived from 1976 Code Section 33-13-160 [1962 Code Section 12-18.16; 1962 (52) 1996; 1963 (53) 327; 1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 2]; 1988 Act No. 444, Section 2.
SC Code § 33-8-200 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 8 - Directors And Officers|Section 33-8-200. Meetings.

 Unless the articles or bylaws otherwise provide:  (a) The board of directors may hold regular or special meetings in or out of this State.  (b) The board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is considered to be present in person at the meeting.  HISTORY: Derived from 1976 Code Section 33-13-80 [1962 Code Section 12-18.8; 1962 (52) 1996; 1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 2]; 1988 Act No. 444, Section 2.
SC Code § 33-8-210 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 8 - Directors And Officers|Section 33-8-210. Action without meeting.

 (a) Unless the articles of incorporation or bylaws provide otherwise, action required or permitted by Chapters 1 through 20 of this Title to be taken at a board of directors' meeting may be taken without a meeting if the action is assented to by all members of the board.  (b) The action may be evidenced by one or more written consents describing the action taken, signed by each director, and included in the minutes or filed with the corporate records reflecting the action taken. Action evidenced by written consents under this subsection is effective when the last director signs the consent, unless the consent specifies a different effective date. A consent signed under this subsection has the effect of a meeting vote and may be described as such in any document.  HISTORY: Derived from 1976 Code Section 33-13-120 [1962 Code Section 12-18.12; 1962 (52) 1996; 1963 (53) 327; 1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 2]; 1988 Act No. 444, Section 2.
SC Code § 33-8-220 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 8 - Directors And Officers|Section 33-8-220. Notice of meeting.

 (a) Unless the articles of incorporation or bylaws provide otherwise, regular meetings of the board of directors may be held without notice of the date, time, place, or purpose of the meeting.  (b) Unless the articles of incorporation or bylaws provide for a longer or shorter period, special meetings of the board of directors must be preceded by at least two days' notice of the date, time, and place of the meeting. The notice need not describe the purpose of the special meeting unless required by the articles of incorporation or bylaws.  HISTORY: Derived from 1976 Code Section 33-13-90 [1962 Code Section 12-18.9; 1962 (52) 1996; 1963 (53) 327; 1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 2]; 1988 Act No. 444, Section 2.
SC Code § 33-8-230 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 8 - Directors And Officers|Section 33-8-230. Waiver of notice.

 (a) A director may waive any notice required by this act, the articles of incorporation, or bylaws before or after the date and time stated in the notice. Except as provided by subsection (b), the waiver must be in writing, signed by the director entitled to the notice, and filed with the minutes or corporate records.  (b) A director's attendance at or participation in a meeting waives any required notice to him of the meeting unless the director at the beginning of the meeting (or promptly upon his arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.  HISTORY: Derived from 1976 Code Section 33-13-90 [1962 Code Section 12-18.9; 1962 (52) 1996; 1963 (53) 327; 1981 Act No. 146, Section 2; Repealed, 1988 Act No. 144, Section 2]; 1988 Act No. 444, Section 2.
SC Code § 33-8-240 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 8 - Directors And Officers|Section 33-8-240. Quorum and voting.

 (a) Unless the articles of incorporation or bylaws require a greater number, a quorum of a board of directors consists of:  (1) a majority of directors then in office if the corporation has a fixed board size; or  (2) a majority of the number of directors prescribed, or if no number is prescribed the number in office immediately before the meeting begins, if the corporation has a variable-range size board.  (b) The articles of incorporation or bylaws may authorize a quorum of a board of directors to consist of no fewer than one-third of the fixed or prescribed number of directors determined under subsection (a).  (c) If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board of directors unless the articles of incorporation or bylaws require the vote of a greater number of directors.  (d) A director who is present at a meeting of the board of directors or a committee of the board of directors when corporate action is taken is considered to have assented to the action taken unless: (1) he objects at the beginning of the meeting (or promptly upon his arrival) to holding it or transacting business at the meeting; (2) his dissent or abstention from the action taken is entered in the minutes of the meeting; or (3) he delivers written notice of his dissent or abstention to the presiding officer of the meeting before its adjournment or to the corporation immediately after adjournment of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the action taken.  HISTORY: Derived from 1976 Code Section 33-13-100 [1962 Code Section 12-18.10; 1962 (52) 1996; 1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 2]; 1988 Act No. 444, Section 2.
SC Code § 33-8-250 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 8 - Directors And Officers|Section 33-8-250. Committees.

 (a) Unless the articles of incorporation or bylaws provide otherwise, a board of directors may create one or more committees and appoint members of the board of directors to serve on them. Each committee must have two or more members who serve at the pleasure of the board of directors.  (b) The creation of a committee and appointment of members to it must be approved by the greater of (1) a majority of all the directors in office when the action is taken or (2) the number of directors required by the articles of incorporation or bylaws to take action under Section 33-8-240.  (c) Sections 33-8-200 through 33-8-240, which govern meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the board of directors, apply to committees and their members as well.  (d) To the extent specified by the board of directors or in the articles of incorporation or bylaws, each committee may exercise the authority of the board of directors under Section 33-8-101.  (e) A committee, however, may not:  (1) authorize distributions;  (2) approve or propose to shareholders action that Chapters 1 through 20 of this Title requires be approved by shareholders;  (3) fill vacancies on the board of directors or on any of its committees;  (4) amend articles of incorporation pursuant to Section 33-10-102;  (5) adopt, amend, or repeal bylaws;  (6) approve a plan of merger not requiring shareholder approval;  (7) authorize or approve reacquisition of shares, except according to a formula or method prescribed by the board of directors; or  (8) authorize or approve the issuance or sale or contract for sale of shares, or determine the designation and relative rights, preferences, and limitations of a class or series of shares, except that the board of directors may authorize a committee (or a senior executive officer of the corporation) to do so within limits specifically prescribed by the board of directors.  (f) The creation of, delegation of authority to, or action by a committee does not alone constitute compliance by a director with the standards of conduct described in Section 33-8-300.  HISTORY: Derived from 1976 Code Section 33-13-110 [1962 Code Section 12-18.11; 1962 (52) 1996; 1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 2]; 1988 Act No. 444, Section 2.
SC Code § 33-8-300 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 8 - Directors And Officers|Section 33-8-300. General standards for directors.

 (a) A director shall discharge his duties as a director, including his duties as a member of a committee:  (1) in good faith;  (2) with the care an ordinarily prudent person in a like position would exercise under similar circumstances; and  (3) in a manner he reasonably believes to be in the best interests of the corporation and its shareholders.  (b) In discharging his duties a director is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:  (1) one or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented;  (2) legal counsel, public accountants, or other persons as to matters the director reasonably believes are within the person's professional or expert competence; or  (3) a committee of the board of directors of which he is not a member if the director reasonably believes the committee merits confidence.  (c) A director is not acting in good faith if he has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (b) unwarranted.  (d) A director is not liable for any action taken as a director, or any failure to take any action, if he performed the duties of his office in compliance with this section.  (e) An action against a director for failure to perform the duties imposed by this section must be commenced within three years after the cause of action has accrued, or within two years after the time when the cause of action is discovered, or should reasonably have been discovered, whichever sooner occurs. This limitations period does not apply to breaches of duty which have been concealed fraudulently.  HISTORY: Derived from 1976 Code Section 33-13-150 [1962 Code Section 12-18.15; 1962 (52) 1996; 1963 (53) 327; 1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 2]; 1988 Act No. 444, Section 2.
SC Code § 33-8-320 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 8 - Directors And Officers|Section 33-8-320. Loans to directors.

 (a) Except as provided by subsection (c), a corporation may not directly or indirectly lend money to or guarantee the obligation of a director of the corporation unless:  (1) the particular loan or guarantee is approved by a majority of the votes represented by the outstanding voting shares of all classes, voting as a single voting group, except the votes of shares owned by or voted under the control of the benefited director; or  (2) the corporation's board of directors determines that the loan or guarantee benefits the corporation and either approves the specific loan or guarantee or a general plan authorizing loans and guarantees.  (b) The fact that a loan or guarantee is made in violation of this section does not affect the borrower's liability on the loan.  (c) This section does not apply to loans and guarantees authorized by statute regulating any special class of corporations.  HISTORY: Derived from 1976 Code Section 33-13-170 [1962 Code Section 12-18.17; 1962 (52) 1996; 1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 2]; 1988 Act No. 444, Section 2.
SC Code § 33-8-330 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 8 - Directors And Officers|Section 33-8-330. Liability for unlawful distributions.

 (a) A director who votes for or assents to a distribution made in violation of Section 33-6-400 or the articles of incorporation is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating Section 33-6-400 or the articles of incorporation if it is established that he did not perform his duties in compliance with Section 33-8-300. In any proceeding commenced under this section, a director has all of the defenses ordinarily available to a director.  (b) A director held liable under subsection (a) for an unlawful distribution is entitled to contribution:  (1) from every other director who could be held liable under subsection (a) for the unlawful distribution; and  (2) from each shareholder for the amount the shareholder accepted knowing the distribution was made in violation of Section 33-6-400 or the articles of incorporation.  HISTORY: Derived from 1976 Code Section 33-13-190 [1962 Code Section 12-18.19; 1962 (52) 1996; 1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 2]; 1988 Act No. 444, Section 2.
SC Code § 33-8-400 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 8 - Directors And Officers|Section 33-8-400. Required officers.

 (a) A corporation has the officers described in its bylaws or appointed by the board of directors in accordance with the bylaws.  (b) A duly appointed officer may appoint one or more officers or assistant officers if authorized by the bylaws or the board of directors.  (c) The bylaws or the board of directors shall delegate to one of the officers responsibility for preparing minutes of the directors' and shareholders' meetings and for authenticating records of the corporation.  (d) The same individual may hold more than one office in a corporation simultaneously.  HISTORY: Derived from 1976 Code Section 33-13-130 [1962 Code Section 12-18.13; 1962 (52) 1996; 1963 (53) 327; 1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 2]; 1988 Act No. 444, Section 2.
SC Code § 33-8-410 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 8 - Directors And Officers|Section 33-8-410. Duties of officers.

 Each officer has the authority and shall perform the duties set forth in the bylaws or, to the extent consistent with the bylaws, the duties prescribed by the board of directors or by direction of an officer authorized by the board of directors to prescribe the duties of other officers.  HISTORY: Derived from 1976 Code Section 33-13-130 [1962 Code Section 12-18.13; 1962 (52) 1996; 1963 (53) 327; 1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 2]; 1988 Act No. 444, Section 2.
SC Code § 33-8-420 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 8 - Directors And Officers|Section 33-8-420. Standards of conduct for officers.

 (a) An officer with discretionary authority shall discharge his duties under that authority:  (1) in good faith;  (2) with the care an ordinarily prudent person in a like position would exercise under similar circumstances; and  (3) in a manner he reasonably believes to be in the best interests of the corporation and its shareholders.  (b) In discharging his duties an officer is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:  (1) one or more officers or employees of the corporation whom the officer reasonably believes to be reliable and competent in the matters presented; or  (2) legal counsel, public accountants, or other persons as to matters the officer reasonably believes are within the person's professional or expert competence.  (c) An officer is not acting in good faith if he has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (b) unwarranted.  (d) An officer is not liable for any action taken as an officer, or any failure to take any action, if he performed the duties of his office in compliance with this section.  (e) An action against an officer for failure to perform the duties imposed by this section must be commenced within three years after the cause of action has accrued, or within two years after the time when the cause of action is discovered, or should reasonably have been discovered, whichever sooner occurs. This limitations period does not apply to breaches of duty which have been concealed fraudulently.  HISTORY: Derived from 1976 Code Section 33-13-150 [1962 Code Section 12-18.15; 1962 (52) 1996; 1963 (53) 327; 1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 2]; 1988 Act No. 444, Section 2.
SC Code § 33-8-430 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 8 - Directors And Officers|Section 33-8-430. Resignation and removal of officers.

 (a) An officer may resign at any time by delivering notice to the corporation. A resignation is effective when the notice is delivered unless the notice specifies a later effective date. If a resignation is made effective at a later date and the corporation accepts the future effective date, its board of directors may fill the pending vacancy before the effective date if the board of directors provides that the successor does not take office until the effective date.  (b) A board of directors may remove any officer, except an officer elected by the shareholders pursuant to the articles of incorporation, the bylaws, or a shareholder agreement, at any time with or without cause. An officer elected by the shareholders pursuant to the articles of incorporation, the bylaws, or a shareholder agreement may be removed only by the shareholders entitled to elect that officer.  HISTORY: Derived from 1976 Code Section 33-13-140 [1962 Code Section 12-18.14; 1962 (52) 1996; 1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 2]; 1988 Act No. 444, Section 2.
SC Code § 33-8-440 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 8 - Directors And Officers|Section 33-8-440. Contract rights of officers.

 (a) The appointment of an officer does not itself create contract rights.  (b) An officer's removal does not affect the officer's contract rights, if any, with the corporation. An officer's resignation does not affect the corporation's contract rights, if any, with the officer.  HISTORY: Derived from 1976 Code Section 33-13-140 [1962 Code Section 12-18.14; 1962 (52) 1996; 1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 2]; 1988 Act No. 444, Section 2.
SC Code § 33-8-500 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 8 - Directors And Officers|Section 33-8-500. Article definitions.

 In this subchapter:  (1) "Corporation" includes any domestic or foreign predecessor entity of a corporation in a merger or other transaction in which the predecessor's existence ceased upon consummation of the transaction.  (2) "Director" means an individual who is or was a director of a corporation or an individual who, while a director of a corporation, is or was serving at the corporation's request as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise. A director is considered to be serving an employee benefit plan at the corporation's request if his duties to the corporation also impose duties on, or otherwise involve services by, him to the plan or to participants in or beneficiaries of the plan. "Director" includes, unless the context requires otherwise, the estate or personal representative of a director.  (3) "Expenses" include counsel fees.  (4) "Liability" means the obligation to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan), or reasonable expenses incurred with respect to a proceeding.  (5) "Official capacity" means: (i) when used with respect to a director, the office of director in a corporation; and (ii) when used with respect to an individual other than a director, as contemplated in Section 33-8-560, the office in a corporation held by the officer, or the employment or agency relationship undertaken by the employee or agent on behalf of the corporation. "Official capacity" does not include service for any other foreign or domestic corporation or any partnership, joint venture, trust, employee benefit plan, or other enterprise.  (6) "Party" includes an individual who was, is, or is threatened to be made a named defendant or respondent in a proceeding.  (7) "Proceeding" means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal.  HISTORY: Derived from 1976 Code Section 33-13-180 [1962 Code Section 12-18.18; 1962 (52) 1996; 1973 (58) 381; 1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 2], and Section 33-13-190 [1962 Code Section 12-18.19; 1962 (52) 1996; 1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 2]; 1988 Act No. 444, Section 2.