reglab/housing_qa huggingface dataset:
SC Code § 33-8-510 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 8 - Directors And Officers|Section 33-8-510. Authority to indemnify.

 (a) Except as provided in subsection (d), a corporation may indemnify an individual made a party to a proceeding because he is or was a director against liability incurred in the proceeding if:  (1) he conducted himself in good faith; and  (2) he reasonably believed:  (i) in the case of conduct in his official capacity with the corporation, that his conduct was in its best interest; and  (ii) in all other cases, that his conduct was at least not opposed to its best interest; and  (3) in the case of any criminal proceeding, he 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 he reasonably believed to be in the interests of the participants in and beneficiaries of the plan is conduct that satisfies the requirement 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 him, whether or not involving action in his official capacity, in which he was adjudged liable on the basis that personal benefit was improperly received by him.  (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: 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1976 Code Section 33-13-180 [1962 Code Section 12-18.18; 1962 (52) 1996; 1973 (58) 381; 1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 2], and Section 33-13-190 [1962 Code Section 12-18.19; 1962 (52) 1996; 1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 2]; 1988 Act No. 444, Section 2.
SC Code § 33-8-520 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 8 - Directors And Officers|Section 33-8-520. 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 any proceeding to which he was a party because he is or was a director of the corporation against reasonable expenses incurred by him in connection with the proceeding.  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 AJ 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.
SC Code § 33-8-530 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 8 - Directors And Officers|Section 33-8-530. Advance 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 standard of conduct described in Section 33-8-510;  (2) the director furnishes the corporation a written undertaking, executed personally or on his behalf, to repay the advance if it is ultimately determined that he 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 subchapter.  (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 33-8-550.  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.
SC Code § 33-8-540 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 8 - Directors And Officers|Section 33-8-540. Court-ordered indemnification.

 Unless a corporation's articles of incorporation provide otherwise, 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 if it determines:  (1) the director is entitled to mandatory indemnification under Section 33-8-520, 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 he met the standard of conduct set forth in Section 33-8-510 or was adjudged liable as described in Section 33-8-510(d), but if he was adjudged so liable his indemnification is limited to reasonable expenses incurred.  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.
SC Code § 33-8-550 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 8 - Directors And Officers|Section 33-8-550. Determination and authorization of indemnification.

 (a) A corporation may not indemnify a director under Section 33-8-510 unless authorized in the specific case after a determination has been made that indemnification of the director is permissible in the circumstances because he has met the standard of conduct set forth in Section 33-8-510.  (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 subdivision (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 of directors cannot be obtained under subdivision (1) and a committee cannot be designated under subdivision (2), selected by majority vote of the full board of directors (in which selection directors who are parties may participate); or  (4) by the shareholders, but shares owned by or voted under the control of directors who are at the time parties to the proceeding may not be voted 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.  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.
SC Code § 33-8-560 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 8 - Directors And Officers|Section 33-8-560. Indemnification of officers, employees, and agents.

 Unless a corporation's articles of incorporation provide otherwise:  (1) an officer of the corporation who is not a director is entitled to mandatory indemnification under Section 33-8-520, and is entitled to apply for court-ordered indemnification under Section 33-8-540, in each case to the same extent as a director;  (2) the corporation may indemnify and advance expenses under this subchapter 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: 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.
SC Code § 33-8-570 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 8 - Directors And Officers|Section 33-8-570. 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 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 him against the same liability under Section 33-8-510 or 33-8-520.  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.
SC Code § 33-8-580 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 8 - Directors And Officers|Section 33-8-580. 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 shareholders or board of directors, or in a contract or otherwise is valid only if and to the extent the provision is consistent with this article. 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 article does not limit a corporation's power to pay or reimburse expenses incurred by a director in connection with his appearance as a witness in a proceeding at a time when he has not been made a named defendant or respondent to the proceeding.  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.
SC Code § 33-9-110 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 9 - Domestication Of A Foreign Corporation|Section 33-9-110. Effect of domestication.

 (a) A corporation that is domesticated pursuant to this chapter is for all purposes the same entity that existed before the domestication.  (b) When a domestication is effective:  (1) the title to all real and personal property, both tangible and intangible, of the corporation remains in the corporation without reversion or impairment;  (2) the debts, liabilities, and other obligations of the corporation remain the obligations of the corporation;  (3) an action or proceeding pending against the corporation may be continued against the corporation as if the domestication had not occurred;  (4) the articles of domestication are the articles of incorporation of the corporation;  (5) the shares of the corporation issued and outstanding before the domestication are the shares issued and outstanding of the corporation; and  (6) except as prohibited by other law, all the rights, privileges, immunities, powers, and purposes of the domesticating corporation remain vested in the corporation.  (c) The owner liability of a shareholder in a foreign corporation that is domesticated in this State:  (1) is not discharged as to owner liability pursuant to the laws of the foreign jurisdiction to the extent the owner liability arose before the effective time of the articles of domestication;  (2) does not attach pursuant to the laws of the foreign jurisdiction for any debt, obligation, or liability of the corporation that arises after the effective time of the articles of domestication;  (3) is governed by provisions of the laws of the foreign jurisdiction as to the collection or discharge of owner liability preserved by item (1), as if the domestication had not occurred; and  (4) is subject to the right of contribution from other shareholders as provided by the laws of the foreign jurisdiction with respect to owner liability preserved by item (1), as if the domestication had not occurred.  (d) A shareholder who becomes subject to owner liability for some or all of the debts, obligations, or liabilities of the corporation as a result of its domestication in this State has owner liability only for those debts, obligations, or liabilities of the corporation that arise after the effective time of the articles of domestication.  HISTORY: 2004 Act No. 221, Section 1.
SC Code § 33-10-101 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 10 - Amendment Of Articles Of Incorporation And Bylaws|Section 33-10-101. Authority to amend.

 (a) A corporation may amend its articles of incorporation to add or change a provision that is required or permitted in the articles of incorporation or to delete a provision not required in the articles of incorporation. Whether a provision is required or permitted in the articles of incorporation is determined as of the effective date of the amendment.  (b) A shareholder of the corporation does not have a vested property right resulting from any provision in the articles of incorporation, including provisions relating to management, control, capital structure, dividend entitlement, or purpose or duration of the corporation.  HISTORY: Derived from 1976 Code Section 33-15-10 [1962 Code Section 12-19.1; 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, 1851, 1892; R. S. 1499; 1886 (19) 846; 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 § 33-10-102 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 10 - Amendment Of Articles Of Incorporation And Bylaws|Section 33-10-102. Amendment by board of directors.

 Unless the articles of incorporation provide otherwise, a corporation's board of directors may adopt one or more amendments to the corporation's articles of incorporation without shareholder action to:  (1) delete the names and addresses of the initial directors;  (2) 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;  (3) change each issued and unissued authorized share of an outstanding class into a greater number of whole shares if the corporation has only shares of that class outstanding;  (4) 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 for the name; or  (5) make any other change expressly permitted by Chapters 1 thru 20 of this title to be made without shareholder action.  HISTORY: Derived from 1976 Code Section 33-15-30 [1962 Code Section 12-19.3; 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; repealed by implication by 1981 Act No. 146 Section 2; Repealed, 1988 Act No. 444 Section 2], and 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 § 33-10-104 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 10 - Amendment Of Articles Of Incorporation And Bylaws|Section 33-10-104. Voting on amendments by voting groups.

 (a) The holders of the outstanding shares of a class are entitled to vote as a separate voting group (if shareholder voting is otherwise required by Chapters 1 thru 20 of this title) on a proposed amendment if the amendment would:  (1) increase or decrease the aggregate number of authorized shares of the class;  (2) effect an exchange or reclassification of all or part of the shares of the class into shares of another class;  (3) effect an exchange or reclassification, or create the right of exchange, of all or part of the shares of another class into shares of the class;  (4) change the designation, rights, preferences, or limitations of all or part of the shares of the class;  (5) change the shares of all or part of the class into a different number of shares of the same class;  (6) create a new class of shares having rights or preferences with respect to distributions or to dissolution that are prior, superior, or substantially equal to the shares of the class;  (7) increase the rights, preferences, or number of authorized shares of any class that, after giving effect to the amendment, have rights or preferences with respect to distributions or to dissolution that are prior, superior, or substantially equal to the shares of the class;  (8) limit or deny an existing preemptive right of all or part of the shares of the class; or  (9) cancel or otherwise affect rights to distributions or dividends that have accumulated but not yet been declared on all or part of the shares of the class.  (b) If a proposed amendment would affect a series of a class of shares in one or more of the ways described in subsection (a), the shares of that series are entitled to vote as a separate voting group on the proposed amendment.  (c) If a proposed amendment that entitles two or more series of a class of shares to vote as separate voting groups under this section would affect those two or more series in the same or a substantially similar way, the shares of all the series so affected must vote together as a single voting group on the proposed amendment.  (d) Shares are entitled to the voting rights granted by this section although the articles of incorporation provide that the shares are nonvoting shares.  HISTORY: Derived from 1976 Code Section 33-15-50 [1962 Code Section 12-19.5; 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 § 33-10-105 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 10 - Amendment Of Articles Of Incorporation And Bylaws|Section 33-10-105. Amendment before issuance of shares.

 (a) If a corporation has not yet issued shares, its board of directors or, if directors have not been named, its incorporators may adopt amendments to the corporation's articles of incorporation by a unanimous vote.  (b) If any amendment permitted by subsection (a) effects a material change in the articles of incorporation, subscribers not assenting to the amendment may rescind their subscriptions without liability, notwithstanding any contrary provision of the subscription agreement or Chapters 1 thru 20 of this title.  HISTORY: Derived from 1976 Code Section 33-15-20 [1962 Code Section 12-19.2; 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.