reglab/housing_qa huggingface dataset:
SC Code § 33-31-805 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 31 - South Carolina Nonprofit Corporation Act|Section 33-31-805. Terms of directors generally.

 (a) The articles or bylaws may specify the terms of directors. Except for designated or appointed directors, the terms of directors may not exceed five years. In the absence of a term specified in the articles or bylaws, the term of each director is one year. Directors may be elected for successive terms.  (b) A decrease in the number of directors or term of office does not shorten an incumbent director's term.  (c) Except as provided in the articles or bylaws:  (1) the term of a director filling a vacancy in the office of a director elected by members expires at the next election of directors by members; and  (2) the term of a director filling another vacancy expires at the end of the unexpired term that such director is filling.  (d) Despite the expiration of a director's term, the director continues to serve until the director's successor is elected, designated or appointed, and qualifies, or until there is a decrease in the number of directors.  HISTORY: 1994 Act No. 384, Section 1.
SC Code § 33-31-806 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 31 - South Carolina Nonprofit Corporation Act|Section 33-31-806. Staggered terms for directors.

 The articles or bylaws may provide for staggering the terms of directors by dividing the total number of directors into groups. The terms of office of the several groups need not be uniform.  HISTORY: 1994 Act No. 384, Section 1.
SC Code § 33-31-807 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 31 - South Carolina Nonprofit Corporation Act|Section 33-31-807. Resignation of directors.

 (a) A director may resign at any time by delivering written notice to the board of directors, its presiding officer, or to the president or secretary.  (b) A resignation is effective when the notice is effective unless the notice specifies a later effective date. If a resignation is made effective at a later date, the board may fill the pending vacancy before the effective date if the board provides that the successor does not take office until the effective date.  HISTORY: 1994 Act No. 384, Section 1.
SC Code § 33-31-808 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 31 - South Carolina Nonprofit Corporation Act|Section 33-31-808. Removal of directors elected by members or directors.

 (a) The members may remove one or more directors elected by them without cause.  (b) If a director is elected by a class, chapter, or other organizational unit or by region or other geographic grouping, the director may be removed only by the members of that class, chapter, unit, or grouping.  (c) Except as provided in subsection (i), a director may be removed under subsection (a) or (b) only if the number of votes cast to remove the director would be sufficient to elect the director at a meeting to elect directors  (d) If cumulative voting is authorized, a director may not be removed if the number of votes, or if the director was elected by a class, chapter, unit or grouping of members, the number of votes of that class, chapter, unit or grouping, sufficient to elect the director under cumulative voting is voted against the director's removal.  (e) A director elected by members may be removed by the members only at a meeting called for the purpose of removing the director and the meeting notice must state that the purpose, or one of the purposes, of the meeting is removal of the director.  (f) In computing whether a director is protected from removal under subsections (b) through (d), it should be assumed that the votes against removal are cast in an election for the number of directors of the class to which the director to be removed belonged on the date of that director's election.  (g) An entire board of directors may be removed under subsections (a) through (e).  (h) A director elected by the board may be removed without cause by the vote of two-thirds of the directors then in office or such greater number as is set forth in the articles or bylaws. However, a director elected by the board to fill the vacancy of a director elected by the members may be removed without cause by the members, but not the board.  (i) If, at the beginning of a director's term, the articles or bylaws provide that the director may be removed for reasons set forth in the articles or bylaws, the board may remove the director for such reasons. The director may be removed only if a majority of the directors then in office vote for the removal.  (j) The articles or bylaws of a religious corporation may:  (1) limit the application of this section; and  (2) set forth the vote and procedures by which the board or any person may remove with or without cause a director elected by the members or the board.  (k) For purposes of this section, "members" refers to members entitled to vote for directors.  HISTORY: 1994 Act No. 384, Section 1.
SC Code § 33-31-809 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 31 - South Carolina Nonprofit Corporation Act|Section 33-31-809. Removal of designated or appointed directors.

 (a) A designated director may be removed by an amendment to the articles or bylaws deleting or changing the designation.  (b) Appointed directors:  (1) Except as otherwise provided in the articles or bylaws, an appointed director may be removed without cause by the person appointing the director.  (2) The person removing the director shall do so by giving written notice of the removal to the director and either the presiding officer of the board or the corporation's president or secretary.  (3) A removal is effective when the notice is effective unless the notice specifies a future effective date.  HISTORY: 1994 Act No. 384, Section 1.
SC Code § 33-31-810 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 31 - South Carolina Nonprofit Corporation Act|Section 33-31-810. Removal of directors by judicial proceeding.

 (a) The circuit court of the county where a corporation's principal office in this State, or, if none in this State, its registered office, is located may remove any director of the corporation from office in a proceeding commenced either by the corporation, its members holding at least five percent of the voting power of any class to elect directors, or the Attorney General in the case of a public benefit corporation, if the court finds that:  (1) the director engaged in fraudulent or dishonest conduct, or gross abuse of authority or discretion, with respect to the corporation, or a final judgment has been entered finding that the director has violated a duty set forth in Sections 33-31-830 through 33-31-833; and  (2) removal is in the best interest of the corporation.  (b) The court that removes a director may bar the director from serving on the board for a period prescribed by the court.  (c) If members or the Attorney General commence a proceeding under subsection (a), the corporation must be made a party defendant.  (d) If a public benefit corporation or its members commence a proceeding under subsection (a), they shall give the Attorney General written notice of the proceeding.  (e) The articles or bylaws of a religious corporation may limit or prohibit the application of this section.  HISTORY: 1994 Act No. 384, Section 1.
SC Code § 33-31-811 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 31 - South Carolina Nonprofit Corporation Act|Section 33-31-811. Vacancy on board.

 (a) Unless the articles or bylaws provide otherwise, and except as provided in subsections (b) and (c), if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors:  (1) the members, if any, may fill the vacancy; if the vacant office was held by a director elected by a class, chapter, or other organizational unit or by region or other geographic grouping, only members of the class, chapter, unit, or grouping are entitled to vote to fill the vacancy if it is filled by the members;  (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) Unless the articles or bylaws provide otherwise, if a vacant office was held by an appointed director, only the person who appointed the director may fill the vacancy.  (c) If a vacant office was held by a designated director, the vacancy must be filled as provided in the articles or bylaws. In the absence of an applicable article or bylaw provision, the vacancy may not be filled by the board.  (d) A vacancy that will occur at a specific later date, by reason of a resignation effective at a later date under Section 33-31-807(b) or otherwise, may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.  HISTORY: 1994 Act No. 384, Section 1.
SC Code § 33-31-812 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 31 - South Carolina Nonprofit Corporation Act|Section 33-31-812. Compensation of directors.

 Unless the articles or bylaws provide otherwise, a board of directors may fix the compensation of directors.  HISTORY: 1994 Act No. 384, Section 1.  Subarticle B  Meetings and Action of the Board
SC Code § 33-31-820 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 31 - South Carolina Nonprofit Corporation Act|Section 33-31-820. Regular and special meetings.

 (a) If the date, time, and place of a directors' meeting is fixed by the bylaws or the board, the meeting is a regular meeting. All other meetings are special meetings.  (b) A board of directors may hold regular or special meetings in or out of this State.  (c) Unless the articles or bylaws provide otherwise, a board 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 hear each other simultaneously during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.  HISTORY: 1994 Act No. 384, Section 1.
SC Code § 33-31-821 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 31 - South Carolina Nonprofit Corporation Act|Section 33-31-821. Action without meeting.

 (a) Unless the articles or bylaws provide otherwise, action required or permitted by this chapter to be taken at a board of directors' meeting may be taken without a meeting if the action is taken by all members of the board. The action must be evidenced by one or more written consents describing the action taken, signed by each director, and included in the minutes filed with the corporate records reflecting the action taken.  (b) Action taken under this section is effective when the last director signs the consent, unless the consent specifies a different effective date.  (c) A consent signed under this section has the effect of a meeting vote and may be described as such in any document.  HISTORY: 1994 Act No. 384, Section 1.
SC Code § 33-31-822 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 31 - South Carolina Nonprofit Corporation Act|Section 33-31-822. Call and notice of meetings.

 (a) Unless the articles, bylaws, or subsection (c) provides otherwise, regular meetings of the board may be held without notice.  (b) Unless the articles, bylaws, or this chapter provides otherwise, special meetings of the board must be preceded by at least two days' notice to each director of the date, time, and place, but not the purpose, of the meeting.  (c) In corporations without members, a board action to remove a director or to approve a matter that would require approval by the members if the corporation had members, is not valid unless each director is given at least seven days' written notice that the matter will be voted upon at a directors' meeting or unless notice is waived pursuant to Section 33-31-823.  (d) Unless the articles or bylaws provide otherwise, the presiding officer of the board, the president, or at least twenty percent of the directors then in office may call and give notice of a meeting of the board.  HISTORY: 1994 Act No. 384, Section 1.
SC Code § 33-31-823 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 31 - South Carolina Nonprofit Corporation Act|Section 33-31-823. Waiver of notice.

 (a) A director may waive any notice required by this chapter, the articles, or bylaws. Except as provided in subsection (b), the waiver must be in writing, signed by the director entitled to the notice, and filed with the minutes or the corporate records.  (b) A director's attendance at or participation in a meeting waives any required notice of the meeting unless the director, upon arriving at the meeting or prior to the vote on a matter not noticed in conformity with this chapter, the articles, or bylaws, objects to lack of notice and does not thereafter vote for or assent to the objected to action.  HISTORY: 1994 Act No. 384, Section 1.
SC Code § 33-31-824 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 31 - South Carolina Nonprofit Corporation Act|Section 33-31-824. Quorum and voting.

 (a) Except as otherwise provided in this chapter, the articles, or bylaws, a quorum of a board of directors consists of a majority of the directors in office immediately before a meeting begins. In no event may the articles or bylaws authorize a quorum of fewer than the greater of one-third of the number of directors in office or two directors.  (b) 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 unless this chapter, the articles, or bylaws require the vote of a greater number of directors.  (c) 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) the director objects at the beginning of the meeting, or promptly upon arrival, to holding the meeting or transacting business at the meeting;  (2) the director votes against the action and the vote is entered in the minutes of the meeting;  (3) the director's dissent or abstention from the action taken is entered in the minutes of the meeting; or  (4) the director delivers written notice of 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.  HISTORY: 1994 Act No. 384, Section 1.
SC Code § 33-31-825 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 31 - South Carolina Nonprofit Corporation Act|Section 33-31-825. Committees.

 (a) Unless prohibited or limited by the articles or bylaws, a board of directors may create one or more committees of the board and appoint members of the board to serve on them. Each committee shall have two or more directors who serve at the pleasure of the board.  (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 or bylaws to take action under Section 33-31-824.  (c) Sections 33-31-820 through 33-31-824, which govern meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the board, apply to committees of the board and their members as well.  (d) To the extent specified by the board of directors or in the articles or bylaws, each committee of the board may exercise the board's authority under Section 33-31-801.  (e) A committee of the board, however, may not:  (1) authorize distributions;  (2) approve or recommend to members dissolution, merger, or the sale, pledge, or transfer of all or substantially all of the corporation's assets;  (3) select, appoint, or remove directors or fill vacancies on the board or on any of its committees; or  (4) adopt, amend, or repeal the articles or bylaws.  (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 33-31-830.  HISTORY: 1994 Act No. 384, Section 1.  Subarticle C  Standards of Conduct
SC Code § 33-31-830 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 31 - South Carolina Nonprofit Corporation Act|Section 33-31-830. 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 the director reasonably believes to be in the best interests of the corporation.  (b) In discharging his or her 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 who the director reasonably believes is 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;  (3) a committee of the board of which the director is not a member, as to matters within its jurisdiction, if the director reasonably believes the committee merits confidence; or  (4) in the case of religious corporations, religious authorities and ministers, priests, rabbis, or other persons whose position or duties in the religious organization the director believes justify reliance and confidence and who the director believes is reliable and competent in the matters presented.  (c) A director is not acting in good faith if the director has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (b) unwarranted.  (d) A director is not liable to the corporation, a member, or any other person for any action taken or not taken as a director, if the director acted in compliance with this section.  (e) A director shall not be deemed to be a trustee with respect to the corporation or with respect to any property held or administered by the corporation, including without limit, property that may be subject to restrictions imposed by the donor or transferror of the property.  (f) An action against a director asserting the director'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 § 33-31-832 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 31 - South Carolina Nonprofit Corporation Act|Section 33-31-832. Loans or guarantees for directors and officers.

 (a) A public benefit or religious corporation may not directly or indirectly lend money to or guarantee the obligation of a director or officer of the corporation.  (b) A mutual benefit corporation may not directly or indirectly lend money to or guarantee the obligation of a director of the corporation unless:  (1) the loan or guarantee is approved by a majority of all classes of members, except the votes of the affected director, if a member, and any votes controlled directly or indirectly by the affected director shall not be counted; 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 or either of them; and  (3) the approving action taken pursuant to (1) or (2) is authorized by the corporation's articles or bylaws.  (c) The fact that a loan or guarantee is made in violation of this section does not affect the borrower's liability on the loan.  HISTORY: 1994 Act No. 384, Section 1.
SC Code § 33-31-833 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 31 - South Carolina Nonprofit Corporation Act|Section 33-31-833. Liability for unlawful distributions.

 (a) Unless a director complies with the applicable standards for conduct described in Section 33-31-830, a director who votes for or assents to a distribution made in violation of this chapter 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 this chapter.  (b) A director held liable for an unlawful distribution under subsection (a) is entitled to contribution:  (1) from every other director who voted for or assented to the distribution without complying with the applicable standards of conduct described in Section 33-31-830; and  (2) from each person who received an unlawful distribution for the amount of the distribution whether or not the person receiving the distribution knew it was made in violation of this chapter.  HISTORY: 1994 Act No. 384, Section 1.
SC Code § 33-31-834 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 31 - South Carolina Nonprofit Corporation Act|Section 33-31-834. Immunity from suit.

 (a) All directors, trustees, or members of the governing bodies of not-for-profit cooperatives, corporations, associations, and organizations described in subsection (b) are immune from suit arising from the conduct of the affairs of these cooperatives, corporations, associations, or organizations. This immunity from suit is removed when the conduct amounts to wilful, wanton, or gross negligence. Nothing in this section may be construed to grant immunity to the not-for-profit cooperatives, corporations, associations, or organizations.  (b) Subsection (a) applies to the following:  (1) electric cooperatives organized under Chapter 49, Title 33;  (2) not-for-profit corporations, associations, and organizations, as recognized in and exempted from taxation under Federal Income Tax Code Section 501(c)(3), (c)(6), or (c)(12).  HISTORY: 1994 Act No. 384, Section 1.  Subarticle D  Officers
SC Code § 33-31-840 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 31 - South Carolina Nonprofit Corporation Act|Section 33-31-840. Required officers.

 (a) Unless otherwise provided in the articles or bylaws, a corporation shall have a president, a secretary, a treasurer, and such other officers as are appointed by the board.  (b) The bylaws or the board shall delegate to one of the officers responsibility for preparing minutes of the directors' and members' meetings and for authenticating records of the corporation.  (c) The same individual may simultaneously hold more than one office in a corporation.  HISTORY: 1994 Act No. 384, Section 1.