reglab/housing_qa huggingface dataset:
SC Code § 33-31-841 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 31 - South Carolina Nonprofit Corporation Act|Section 33-31-841. Duties and authority 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 and authority prescribed in a resolution of the board or by direction of an officer authorized by the board to prescribe the duties and authority of other officers.  HISTORY: 1994 Act No. 384, Section 1.
SC Code § 33-31-842 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 31 - South Carolina Nonprofit Corporation Act|Section 33-31-842. 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 the officer reasonably believes to be in the best interests of the corporation, and its members, if any.  (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 who the officer reasonably believes to be reliable and competent in the matters presented;  (2) legal counsel, public accountants, or other persons as to matters the officer reasonably believes are within the person's professional or expert competence; or  (3) in the case of religious corporations, religious authorities and ministers, priests, rabbis, or other persons whose position or duties in the religious organization the officer believes justify reliance and confidence and who the officer believes to be reliable and competent in the matters presented.  (c) An officer is not acting in good faith if the officer has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (b) unwarranted.  (d) An officer is not liable to the corporation, any member, or other person for any action taken or not taken as an officer, if the officer acted in compliance with this section.  (e) An action against an officer asserting the officer's failure to act in compliance with this section and consequent liability must be commenced before the sooner of (i) three years after the failure complained of or (ii) two years after the harm complained of is, or reasonably should have been, discovered. This limitations period does not apply if the failure to act in compliance with this section has been fraudulently concealed.  HISTORY: 1994 Act No. 384, Section 1.
SC Code § 33-31-843 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 31 - South Carolina Nonprofit Corporation Act|Section 33-31-843. 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 effective unless the notice specifies a future effective date. If a resignation is made effective at a future 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 provides that the successor does not take office until the effective date.  (b) A board may remove an officer at any time with or without cause.  HISTORY: 1994 Act No. 384, Section 1.
SC Code § 33-31-844 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 31 - South Carolina Nonprofit Corporation Act|Section 33-31-844. 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: 1994 Act No. 384, Section 1.  Subarticle E  Indemnification
SC Code § 33-31-850 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 31 - South Carolina Nonprofit Corporation Act|Section 33-31-850. Definitions.

 In this subarticle:  (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 business or nonprofit 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 the director's duties to the corporation also impose duties on, or otherwise involve services by, the director 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 actually 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 33-31-856, 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 business or nonprofit 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 a threatened, pending, or completed action, suit, or proceeding whether civil, criminal, administrative, or investigative and whether formal or informal.  HISTORY: 1994 Act No. 384, Section 1.
SC Code § 33-31-851 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 31 - South Carolina Nonprofit Corporation Act|Section 33-31-851. Authority to indemnify.

 (a) Except as provided in subsection (d), a corporation may indemnify an individual made a party to a proceeding because the individual is or was a director against liability incurred in the proceeding if the individual:  (1) conducted himself in good faith; and  (2) reasonably believed:  (i) in the case of conduct in his official capacity with the corporation, that his conduct was in its best interests; and  (ii) in all other cases, that his conduct was at least not opposed to its best interests; and  (3) in the case of a criminal proceeding, had no reasonable cause to believe his conduct was unlawful.  (b) A director's conduct with respect to an employee benefit plan for a purpose the director reasonably believed to be in the interests of the participants in and beneficiaries of the plan is conduct that satisfies the requirements of subsection (a)(2)(ii).  (c) The termination of a proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that the director did not meet the standard of conduct described in this section.  (d) A corporation may not indemnify a director under this section:  (1) in connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation; or  (2) in connection with any other proceeding charging improper personal benefit to the director, whether or not involving action in his official capacity, in which the director was adjudged liable on the basis that personal benefit was improperly received by the director.  (e) Indemnification permitted under this section in connection with a proceeding by or in the right of the corporation is limited to reasonable expenses incurred in connection with the proceeding.  HISTORY: 1994 Act No. 384, Section 1.
SC Code § 33-31-852 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 31 - South Carolina Nonprofit Corporation Act|Section 33-31-852. Mandatory indemnification.

 Unless limited by its articles of incorporation, a corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of a proceeding to which the director was a party because he is or was a director of the corporation against reasonable expenses actually incurred by the director in connection with the proceeding.  HISTORY: 1994 Act No. 384, Section 1.
SC Code § 33-31-853 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 31 - South Carolina Nonprofit Corporation Act|Section 33-31-853. Advances for expenses.

 (a) A corporation may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of final disposition of the proceeding if:  (1) the director furnishes the corporation a written affirmation of his good faith belief that he has met the standards of conduct described in Section 33-31-851;  (2) the director furnishes the corporation a written undertaking, executed personally or on the director's behalf, to repay the advance if it is ultimately determined that the director did not meet the standard of conduct; and  (3) a determination is made that the facts then known to those making the determination would not preclude indemnification under this chapter.  (b) The undertaking required by subsection (a)(2) must be an unlimited general obligation of the director but need not be secured and may be accepted without reference to financial ability to make repayment.  (c) Determinations and authorizations of payments under this section must be made in the manner specified in Section 33-31-855.  HISTORY: 1994 Act No. 384, Section 1.
SC Code § 33-31-854 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 31 - South Carolina Nonprofit Corporation Act|Section 33-31-854. Court-ordered indemnification.

 Unless limited by a corporation's articles of incorporation, a director of the corporation who is a party to a proceeding may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction. On receipt of an application, the court after giving any notice the court considers necessary may order indemnification in the amount it considers proper if it determines:  (1) the director is entitled to mandatory indemnification under Section 33-31-852, in which case the court also shall order the corporation to pay the director's reasonable expenses incurred to obtain court-ordered indemnification; or  (2) the director is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the director met the standard of conduct set forth in Section 33-31-851(a) or was adjudged liable as described in Section 33-31-851(d), but if the director was adjudged so liable indemnification is limited to reasonable expenses incurred.  HISTORY: 1994 Act No. 384, Section 1.
SC Code § 33-31-855 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 31 - South Carolina Nonprofit Corporation Act|Section 33-31-855. Determination and authorization of indemnification.

 (a) A corporation may not indemnify a director under Section 33-31-851 unless authorized in the specific case after a determination has been made that indemnification of the director is permissible in the circumstances because the director has met the standard of conduct set forth in Section 33-31-851.  (b) The determination must be made:  (1) by the board of directors by majority vote of a quorum consisting of directors not at the time parties to the proceeding;  (2) if a quorum cannot be obtained under item (1), by majority vote of a committee duly designated by the board of directors, in which designation directors who are parties may participate, consisting solely of two or more directors not at the time parties to the proceeding;  (3) by special legal counsel:  (i) selected by the board of directors or its committee in the manner prescribed in item (1) or (2); or  (ii) if a quorum of the board cannot be obtained under item (1) and a committee cannot be designated under item (2), selected by majority vote of the full board, in which selection directors who are parties may participate; or  (4) by the members of a mutual benefit corporation.  Directors who are at the time parties to the proceeding may not vote on the determination.  (c) Authorization of indemnification and evaluation as to reasonableness of expenses must be made in the same manner as the determination that indemnification is permissible, except that if the determination is made by special legal counsel, authorization of indemnification and evaluation as to reasonableness of expenses must be made by those entitled under subsection (b)(3) to select counsel.  (d) A director of a public benefit corporation may not be indemnified until twenty days after the effective date of written notice to the Attorney General of the proposed indemnification.  HISTORY: 1994 Act No. 384, Section 1.
SC Code § 33-31-856 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 31 - South Carolina Nonprofit Corporation Act|Section 33-31-856. Indemnification of officers, employees, and agents.

 Unless limited by a corporation's articles of incorporation:  (1) an officer of the corporation who is not a director is entitled to mandatory indemnification under Section 33-31-852 and is entitled to apply for court-ordered indemnification under Section 33-31-854 in each case, to the same extent as a director;  (2) the corporation may indemnify and advance expenses under this chapter to an officer, employee, or agent of the corporation who is not a director to the same extent as to a director; and  (3) a corporation also may indemnify and advance expenses to an officer, employee, or agent who is not a director to the extent, consistent with public policy, that may be provided by its articles of incorporation, bylaws, general or specific action of its board of directors, or contract.  HISTORY: 1994 Act No. 384, Section 1.
SC Code § 33-31-857 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 31 - South Carolina Nonprofit Corporation Act|Section 33-31-857. Insurance.

 A corporation may purchase and maintain insurance on behalf of an individual who is or was a director, officer, employee, or agent of the corporation, or who, while a director, officer, employee, or agent of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic business or nonprofit corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, against liability asserted against or incurred by him in that capacity or arising from his status as a director, officer, employee, or agent, whether or not the corporation would have power to indemnify the person against the same liability under Section 33-31-851 or 33-31-852.  HISTORY: 1994 Act No. 384, Section 1.
SC Code § 33-31-858 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 31 - South Carolina Nonprofit Corporation Act|Section 33-31-858. Application of article.

 (a) A provision treating a corporation's indemnification of or advance for expenses to directors that is contained in its articles of incorporation, bylaws, a resolution of its members or board of directors, or in a contract or otherwise, is valid only if and to the extent the provision is consistent with this subchapter. If articles of incorporation limit indemnification or advance for expenses, indemnification and advance for expenses are valid only to the extent consistent with the articles.  (b) This chapter does not limit a corporation's power to pay or reimburse expenses incurred by a director in connection with appearing as a witness in a proceeding at a time when the director has not been made a named defendant or respondent to the proceeding.  HISTORY: 1994 Act No. 384, Section 1.
SC Code § 33-31-1001 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 31 - South Carolina Nonprofit Corporation Act|Section 33-31-1001. Authority to amend articles of incorporation.

 (a) A corporation may amend its articles of incorporation to add or change a provision that is required or permitted in the articles or to delete a provision not required in the articles. Whether a provision is required or permitted in the articles is determined as of the effective date of the amendment.  (b) A corporation either designated on the records of the Office of the Secretary of State as a public benefit or religious corporation, or which qualifies as such pursuant to Section 33-31-1707, may amend or restate its articles of incorporation so that it becomes designated as a mutual benefit corporation only if notice, including a copy of the proposed amendment or restatement, has been delivered to the Attorney General at least twenty days before consummation of the amendment or restatement.  (c) Except as provided in Section 33-31-611(c), a member of the corporation does not have a vested property right resulting from any provision in the articles of incorporation or bylaws.  HISTORY: 1994 Act No. 384, Section 1.
SC Code § 33-31-1002 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 31 - South Carolina Nonprofit Corporation Act|Section 33-31-1002. Amendment of articles by directors.

 (a) Unless the articles provide otherwise, a corporation's board of directors may adopt one or more amendments to the corporation's articles without member approval:  (1) to extend the duration of the corporation if it was incorporated at a time when limited duration was required by law;  (2) to delete the names and addresses of the initial directors;  (3) to delete the name and address of the initial registered agent or registered office, if a statement of change is on file with the Secretary of State;  (4) to change the corporate name by substituting the word "corporation", "incorporated", "company", "limited", or the abbreviation "corp.", "inc.", "co.", or "ltd.", for a similar word or abbreviation in the name, or by adding, deleting, or changing a geographical attribution to the name; or  (5) to make any other change expressly permitted by this chapter to be made by director action;  (6) with respect to a corporation incorporated before the effective date of this chapter, to include, consistent with its purpose, a statement of whether the corporation is a public benefit, mutual benefit, or religious corporation.  (b) If a corporation has no members, or has no members entitled to vote on the amendment to the articles, its incorporators, until directors are chosen, and thereafter its board of directors, may adopt one or more amendments to the corporation's articles subject to any approval required pursuant to Section 33-31-1030. The corporation shall provide notice of any meeting at which an amendment is to be voted upon. The notice must be in accordance with Section 33-31-822(c). The notice also must state that the purpose, or one of the purposes, of the meeting is to consider a proposed amendment to the articles and contain or be accompanied by a copy or summary of the amendment or state the general nature of the amendment. The amendment must be approved by a majority of the directors in office at the time the amendment is adopted.  HISTORY: 1994 Act No. 384, Section 1.
SC Code § 33-31-1003 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 31 - South Carolina Nonprofit Corporation Act|Section 33-31-1003. Amendment of articles by directors and members.

 (a) If the corporation has members entitled to vote on the amendment, unless this chapter, the articles, or bylaws require a greater vote or voting by class, an amendment to a corporation's articles to be adopted must be approved:  (1) by the board if the corporation is a public benefit or religious corporation and the amendment does not relate to the number of directors, the composition of the board, the term of office of directors, or the method or way in which directors are elected or selected;  (2) except as provided in Section 33-31-1002(a), by the members by two-thirds of the votes cast or a majority of the voting power, whichever is less; and  (3) in writing by any person or persons whose approval is required by a provision of the articles authorized by Section 33-31-1030.  (b) If the board or the members seek to have the amendment approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in writing in accordance with Section 33-31-205. The notice must state that the purpose, or one of the purposes, of the meeting is to consider the proposed amendment and contain or be accompanied by a copy or summary of the amendment.  (c) If the board or the members seek to have the amendment approved by the members by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the amendment.  HISTORY: 1994 Act No. 384, Section 1.