reglab/housing_qa huggingface dataset:
SC Code § 33-10-106 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 10 - Amendment Of Articles Of Incorporation And Bylaws|Section 33-10-106. Articles of amendment.

 A corporation amending its articles of incorporation shall deliver to the Secretary of State for filing articles of amendment setting forth:  (1) the name of the corporation;  (2) the text of each amendment adopted;  (3) if an amendment provides for an exchange, reclassification, or cancellation of issued shares, provisions for implementing the amendment if not contained in the amendment itself;  (4) the date of each amendment's adoption;  (5) if an amendment was adopted by the incorporators or board of directors without shareholder action, a statement to that effect and that shareholder action was not required;  (6) if an amendment was approved by the shareholders:  (i) the designation, number of outstanding shares, number of votes entitled to be cast by each voting group entitled to vote separately on the amendment, and number of votes of each voting group indisputably represented at the meeting;  (ii) either the total number of votes cast for and against the amendment by each voting group entitled to vote separately on the amendment or the total number of undisputed votes cast for the amendment by each voting group and a statement that the number cast for the amendment by each voting group was sufficient for approval by that voting group.  HISTORY: Derived from 1976 Code Section 33-15-60 [1962 Code Section 12-19.6; 1952 Code Sections 12-401 to 12-404; 1942 Code Sections 7676, 7736, 7741, 7744; 1932 Code Sections 7676, 7736, 7741, 7744; Civ. C. '22 Sections 4250, 4310, 4315, 4318; Civ. C. '12 Sections 2846, 2849, 2873; Civ. C. '02 Sections 1842, 1889, 1892; R. S. 1499; 1886 (19) 546; 1896 (22) 97; 1898 (22) 769, 771; 1901 (23) 710; 1917 (30) 36; 1962 (52) 1996; 1963 (53) 327; 1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 2]; 1988 Act No. 444, Section 2.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 § 33-10-107 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 10 - Amendment Of Articles Of Incorporation And Bylaws|Section 33-10-107. Restated articles of incorporation.

 (a) A corporation's board of directors may restate its articles of incorporation with or without shareholder action.  (b) The restatement may include amendments to the articles. If the restatement includes an amendment requiring shareholder approval, it must be adopted as provided in Section 33-10-103.  (c) If the board of directors submits a restatement for shareholder action, the corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with Section 33-7-105. The notice must state also that the purpose, or one of the purposes, of the meeting is to consider the proposed restatement and contain or be accompanied by a copy of the restatement that identifies any amendment or other change it would make in the articles.  (d) A corporation restating its articles of incorporation shall deliver to the Secretary of State for filing articles of restatement setting forth the name of the corporation (and, if it has been changed, all of its former names), the date of filing of its original articles, and the text of the restated articles of incorporation together with a certificate setting forth:  (1) whether the restatement contains an amendment to the articles requiring shareholder approval and, if it does not, that the board of directors adopted the restatement; or  (2) if the restatement contains an amendment to the articles requiring shareholder approval, the information required by Section 33-10-106.  (e) Duly adopted restated articles of incorporation supersede the original articles of incorporation and all amendments to them.  (f) The Secretary of State may certify restated articles of incorporation, as the articles of incorporation currently in effect, without including the certificate information required by subsection (d).  HISTORY: Derived from 1976 Code Section 33-15-80 [1962 Code Section 12-19.8; 1952 Code Sections 12-401 to 12-404; 1942 Code Sections 7676, 7736, 7741, 7744; 1932 Code Sections 7676, 7736, 7741, 7744; Civ. C. '22 Sections 4250, 4310, 4315, 4318; Civ. C. '12 Sections 2846, 2849, 2873; Civ. C. '02 Sections 1842, 1889, 1892; R. S. 1499; 1886 (19) 546; 1896 (22) 97; 1898 (22) 769, 771; 1901 (23) 710; 1917 (30) 36; 1962 (52) 1996; 1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 2]; 1988 Act No. 444, Section 2.
SC Code § 33-10-108 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 10 - Amendment Of Articles Of Incorporation And Bylaws|Section 33-10-108. Amendment pursuant to reorganization.

 (a) A corporation's articles of incorporation may be amended without action by the board of directors or shareholders to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under federal statute if the articles of incorporation after amendment contain only provisions required or permitted by Section 33-2-102.  (b) The individual designated by the court shall deliver to the Secretary of State for filing articles of amendment setting forth:  (1) the name of the corporation;  (2) the text of each amendment approved by the court;  (3) the date of the court's order or decree approving the articles of amendment;  (4) the title of the reorganization proceeding in which the order or decree was entered; and  (5) a statement that the court had jurisdiction of the proceeding under federal statute.  (c) Shareholders of a corporation undergoing reorganization do not have dissenters' rights except as and to the extent provided in the reorganization plan.  (d) This section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan.  HISTORY: Derived from 1976 Code Section 33-15-90 [1962 Code Section 12-19.9; 1952 Code Sections 12-401 to 12-404; 1942 Code Sections 7676, 7736, 7741, 7744; 1932 Code Sections 7676, 7736, 7741, 7744; Civ. C. '22 Sections 4250, 4310, 4315, 4318; Civ. C. '12 Sections 2846, 2849, 2873; Civ. C. '02 Sections 1842, 1889, 1892; R. S. 1499; 1886 (19) 546; 1896 (22) 97; 1898 (22) 769, 771; 1901 (23) 710; 1917 (30) 36; 1962 (52) 1996; 1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 2]; 1988 Act No. 444, Section 2.
SC Code § 33-10-109 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 10 - Amendment Of Articles Of Incorporation And Bylaws|Section 33-10-109. Effect of amendment.

 An amendment to articles of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party, or the existing rights of persons other than shareholders of the corporation. An amendment changing a corporation's name does not abate a proceeding brought by or against the corporation in its former name.  HISTORY: Derived from 1976 Code Section 33-15-70 [1962 Code Section 12-19.7; 1952 Code Sections 12-401 to 12-404; 1942 Code Sections 7676, 7736, 7741, 7744; 1932 Code Sections 7676, 7736, 7741, 7744; Civ. C. '22 Sections 4250, 4310, 4315, 4318; Civ. C. '12 Sections 2846, 2849, 2873; Civ. C. '02 Sections 1842, 1889, 1892; R. S. 1499; 1886 (19) 546; 1896 (22) 97; 1898 (22) 769, 771; 1901 (23) 710; 1917 (30) 36; 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 § 33-10-110 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 10 - Amendment Of Articles Of Incorporation And Bylaws|Section 33-10-110. Conversion to nonprofit public benefit corporation.

 (A) A corporation formed under this chapter may, by amendment of its articles pursuant to this section, convert to a nonprofit public benefit corporation as defined in Section 33-31-140 or to a nonprofit mutual benefit corporation as defined in Section 33-31-140. Upon conversion, the corporation is considered to have previously filed articles of incorporation under Section 33-31-202 upon the date of its incorporation under this chapter and to have filed articles of amendment pursuant to Section 33-10-106.  (B) The amendment of the articles to convert to a nonprofit corporation shall:  (1) revise the statement of purpose for which the corporation is organized;  (2) set forth one of the statements provided for in Section 33-31-202(a)(2);  (3) set forth the address, including zip code, of the proposed principal office for the corporation which may be either within or outside this State;  (4) delete the authorization for shares and any other provisions relating to authorized or issued shares;  (5) state whether or not the corporation will have members;  (6) set forth provisions not inconsistent with law regarding the distribution of assets on dissolution;  (7) make other changes as necessary or desired pursuant to Section 33-31-202; and  (8) if any shares have been issued, provide either for the cancellation of those shares or for the conversion of those shares to memberships of the nonprofit corporation.  (C) If shares have been issued, an amendment to convert to a nonprofit corporation must be approved by all of the outstanding shares of all classes regardless of limitations or restrictions on the voting rights of the shares.  (D) Upon conversion, the corporation's bylaws must be amended to comply with the provisions of Chapter 31 of this title, the South Carolina Nonprofit Corporation Act of 1994, and any successor act.  HISTORY: 2004 Act No. 221, Section 41.
SC Code § 33-10-200 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 10 - Amendment Of Articles Of Incorporation And Bylaws|Section 33-10-200. Amendment by board of directors or shareholders.

 (a) A corporation's board of directors may amend or repeal the corporation's bylaws unless:  (1) the articles of incorporation or Chapters 1 thru 20 of this title reserves this power exclusively to the shareholders in whole or part; or  (2) the shareholders in adopting, amending, or repealing a particular bylaw provide expressly that the board of directors may not adopt, amend, or repeal that bylaw or any bylaw on that subject.  (b) A corporation's shareholders may amend or repeal the corporation's bylaws even though the bylaws also may be amended or repealed by its board of directors.  (c) Any notice of a meeting of shareholders at which bylaws are to be adopted, amended, or repealed shall state that the purpose, or one of the purposes, of the meeting is to consider the adoption, amendment, or repeal of bylaws and contain or be accompanied by a copy or summary of the proposal.  HISTORY: Derived from 1976 Code Section 33-11-10 [1962 Code Section 12-16.1; 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 § 33-10-210 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 10 - Amendment Of Articles Of Incorporation And Bylaws|Section 33-10-210. Bylaw increasing quorum or voting requirement for shareholders.

 (a) If authorized by the articles of incorporation, the shareholders may adopt or amend a bylaw that fixes a greater quorum or voting requirement for shareholders (or voting groups of shareholders) than is required by Chapters 1 thru 20 of this title. The adoption or amendment of a bylaw that adds, changes, or deletes a greater quorum or voting requirement for shareholders must meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirement then in effect or proposed to be adopted, whichever is greater.  (b) A bylaw that fixes a greater quorum or voting requirement for shareholders under subsection (a) may not be adopted, amended, or repealed by the board of directors.  HISTORY: 1988 Act No. 444, Section 2.
SC Code § 33-10-220 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 10 - Amendment Of Articles Of Incorporation And Bylaws|Section 33-10-220. Bylaw increasing quorum or voting requirement for directors.

 (a) A bylaw that fixes a greater quorum or voting requirement for the board of directors may be amended or repealed:  (1) if originally adopted by the shareholders, only by the shareholders;  (2) if originally adopted by the board of directors, either by the shareholders or by the board of directors.  (b) A bylaw adopted or amended by the shareholders that fixes a greater quorum or voting requirement for the board of directors may provide that it may be amended or repealed only by a specified vote of either the shareholders or the board of directors.  (c) Action by the board of directors under subsection (a)(2) to adopt or amend a bylaw that changes the quorum or voting requirement for the board of directors must meet the same quorum requirement and be adopted by the same vote required to take action under the quorum and voting requirement then in effect or proposed to be adopted, whichever is greater.  HISTORY: 1988 Act No. 444, Section 2.
SC Code § 33-11-101 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 11 - Merger And Share Exchange|Section 33-11-101. Merger.

 (a) A business corporation may merge with or into:  (i) another business corporation, domestic or foreign;  (ii) a nonprofit corporation, to the extent authorized by Section 33-31-1101, if the board of directors of each corporation adopts and the shareholders of a business corporation or members of a nonprofit corporation approve the plan of merger, if required by Section 33-11-103 for business corporations or Section 33-31-1103 for nonprofit corporations;  (iii) a limited liability company, domestic or foreign;  (iv) a partnership, domestic or foreign; or  (v) a limited partnership, domestic or foreign.  (b) The plan of merger must include the:  (1) name of each entity planning to merge and the name of the surviving entity into which each other entity plans to merge;  (2) terms and conditions of the merger; and  (3) manner and basis of converting the shares of each business corporation into shares, obligations, other securities, or membership interests of the surviving entity or into cash or other property in whole or part.  (c) The plan of merger, when applicable, must set forth:  (1) amendments to the articles of incorporation, articles of organization, partnership agreement, or certificate of partnership of the surviving entity; and  (2) other provisions relating to the merger.  HISTORY: Derived from 1976 Code Section 33-17-10 [1962 Code Section 12-20.1; 1952 Code Sections 12-451, 12-452; 1942 Code Section 7757; 1932 Code Section 7757; 1925 (34) 246; 1962 (52) 1996; 1969 (56) 231; 1978 Act No. 439 Section 1; 1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 2]; 1988 Act No. 444, Section 2; 1994 Act No. 384, Section 6; 2004 Act No. 221, Section 14.
SC Code § 33-11-102 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 11 - Merger And Share Exchange|Section 33-11-102. Share exchange.

 (a) A corporation may acquire all of the outstanding shares of one or more classes or series of another corporation if the board of directors of each corporation adopts and its shareholders, if required by Section 33-11-103, approve the exchange.  (b) The plan of exchange must set forth the:  (1) name of the corporation whose shares will be acquired and the name of the acquiring corporation;  (2) terms and conditions of the exchange;  (3) manner and basis of exchanging the shares to be acquired for shares, obligations, or other securities of the acquiring or any other corporation or for cash or other property in whole or part.  (c) The plan of exchange may set forth other provisions relating to the exchange.  (d) This section does not limit the power of a corporation to acquire all or part of the shares of one or more classes or series of another corporation through a voluntary exchange or otherwise.  HISTORY: Derived from 1976 Code Section 33-17-25 [1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 2]; 1988 Act No. 444, Section 2.
SC Code § 33-11-104 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 11 - Merger And Share Exchange|Section 33-11-104. Merger of subsidiary.

 (a) A parent corporation owning at least ninety percent of the outstanding shares of each class of a subsidiary corporation may merge the subsidiary into itself without approval of the shareholders of the parent or subsidiary.  (b) The board of directors of the parent shall adopt a plan of merger that sets forth the:  (1) names of the parent and subsidiary; and  (2) manner and basis of converting the shares of the subsidiary into shares, obligations, or other securities of the parent or any other corporation or into cash or other property in whole or part.  (c) The parent shall mail a copy or summary of the plan of merger to each shareholder of the subsidiary who does not waive the mailing requirement in writing.  (d) In the case of a corporation which is not a public corporation, the parent may not deliver articles of merger to the Secretary of State for filing until at least thirty days after the date it mailed a copy of the plan of merger to each shareholder of the subsidiary who did not waive the mailing requirement.  (e) Articles of merger under this section may not contain amendments to the articles of incorporation of the parent corporation (except for amendments enumerated in Section 33-10-102).  HISTORY: Derived from 1976 Code Section 33-17-50 [1962 Code Section 12-20.5; 1962 (52) 1996; 1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 2]; 1988 Act No. 444, Section 2; 1998 Act No. 328, Section 6.
SC Code § 33-11-105 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 11 - Merger And Share Exchange|Section 33-11-105. Articles of merger or share exchange.

 (a) After a plan of merger or share exchange is approved by the shareholders, or adopted by the board of directors if shareholder approval is not required, the surviving or acquiring entity shall deliver to the Secretary of State for filing articles of merger or share exchange including:  (1) the plan of merger or share exchange;  (2) if shareholder approval was not required, a statement to that effect;  (3) if approval of the shareholders of one or more corporations party to the merger or share exchange was required:  (i) the designation, number of outstanding shares, and number of votes entitled to be cast by each voting group entitled to vote separately on the plan as to each corporation; and  (ii) either the total number of votes cast for and against the plan by each voting group entitled to vote separately on the plan or the total number of undisputed votes cast for the plan separately by each voting group and a statement that the number cast for the plan by each voting group was sufficient for approval by that voting group.  (b) A merger or share exchange takes effect upon the effective date of the articles of merger or share exchange.  HISTORY: Derived from 1976 Code Section 33-17-40 [1962 Code Section 12-20.4; 1952 Code Sections 12-452 to 12-454; 1942 Code Section 7757; 1932 Code Section 7757; 1925 (34) 246; 1962 (52) 1996; 1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 2]; 1988 Act No. 444, Section 2; 2004 Act No. 221, Section 15.
SC Code § 33-11-106 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 11 - Merger And Share Exchange|Section 33-11-106. Effect of merger or share exchange.

 (a) When a merger takes effect:  (1) every other corporation party to the merger merges into the surviving entity and the separate existence of every corporation except the surviving entity ceases;  (2) the title to all real estate and other property owned by each corporation party to the merger is vested in the surviving entity without reversion or impairment;  (3) the surviving entity has all liabilities of each corporation party to the merger;  (4) a proceeding pending against a corporation party to the merger may be continued as if the merger did not occur or the surviving entity may be substituted in the proceeding for the corporation whose existence ceased;  (5) the articles of organization of the surviving entity are amended to the extent provided in the plan of merger; and  (6) the shares of each corporation party to the merger are converted into shares, obligations, or other securities of the surviving entity or into cash or other property as appropriate, and the former holders of the shares are entitled only to the rights provided in the articles of merger or to their rights pursuant to Chapter 13.  (b) When a share exchange takes effect, the shares of each acquired corporation are exchanged as provided in the plan, and the former holders of the shares are entitled only to the exchange rights provided in the articles of share exchange or to their rights under Chapter 13.  HISTORY: Derived from 1976 Code Section 33-17-60 [1962 Code Section 12-20.6; 1952 Code Sections 12-457, 12-458, 12-463, 12-464; 1942 Code Sections 7758, 7760, 7761; 1932 Code Sections 7758, 7760, 7761; 1925 (34) 246; 1962 (52) 1996; 1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 2]; 1988 Act No. 444, Section 2; 2004 Act No. 221, Section 16.
SC Code § 33-11-107 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 11 - Merger And Share Exchange|Section 33-11-107. Merger or share exchange with foreign corporation.

 (a) Foreign corporations may merge or enter into a share exchange with domestic corporations if:  (1) in a merger, the merger is permitted by the law of the state or country under whose law each foreign corporation is incorporated and each foreign corporation complies with that law in effecting the merger;  (2) in a share exchange, the corporation whose shares are to be acquired is a domestic corporation, whether or not a share exchange is permitted by the law of the state or country under whose law the acquiring corporation is incorporated;  (3) the foreign corporation complies with Section 33-11-105 if it is the surviving corporation of the merger or acquiring corporation of the share exchange; and  (4) each domestic corporation complies with the applicable provisions of Sections 33-11-101 through 33-11-104 and, if it is the surviving corporation of the merger or acquiring corporation of the share exchange, with Section 33-11-105.  (b) Upon the merger or share exchange taking effect, the surviving foreign corporation of a merger and the acquiring foreign corporation of a share exchange is considered to:  (1) appoint the Secretary of State as its agent for service of process in a proceeding to enforce any obligation or the rights of dissenting shareholders of each domestic corporation party to the merger or share exchange; and  (2) agree that it will pay promptly to the dissenting shareholders of each domestic corporation party to the merger or share exchange the amount, if any, to which they are entitled under Chapter 13.  (c) This section does not limit the power of a foreign corporation to acquire all or part of the shares of one or more classes or series of a domestic corporation through a voluntary exchange or otherwise.  HISTORY: Derived from 1976 Code Section 33-17-70 [1962 Code Section 12-20.7; 1957 (50) 170; 1962 (52) 1996; 1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 2]; 1988 Act No. 444, Section 2.