reglab/statecodes huggingface dataset:
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 36 - Corporations Not-for-profit Financed By Federal Or State Loans › Section 33-36-290. Effect of irregularity in complying with provisions of chapter.

An irregularity in complying with the provisions of this chapter does not vitiate the incorporation until a direct proceeding to set aside and annul the charter is instituted by the proper authorities of the State. All acts done and contracts entered into have the same force and effect as if no irregularity had existed.
HISTORY: 2000 Act No. 404, Section 2.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 36 - Corporations Not-for-profit Financed By Federal Or State Loans › Section 33-36-300. Amendment of bylaws; emergency bylaws.

The original bylaws of a corporation not-for-profit must be adopted by its incorporators. After that, bylaws must be adopted, amended, or repealed by the members, except that the corporation's governing body may enact emergency bylaws in the same manner as provided for nonprofit corporations in Section 33-31-207. The governing board also may adopt changes to the bylaws by a two-thirds vote when necessary to conform with state or federal laws governing the operation of the corporation or the services provided by the corporation. This power to amend the bylaws by the board may not be used to conform to permissive powers granted in state or federal legislation or to undertake services not already provided by the corporation.
HISTORY: 2000 Act No. 404, Section 2.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 36 - Corporations Not-for-profit Financed By Federal Or State Loans › Section 33-36-410. Use of services provided as condition of membership.

A person who is not an incorporator may not become a member of a corporation not-for-profit unless the person agrees to use the services furnished by the corporation when the service is available through its facilities. The bylaws of a corporation not-for-profit may provide that a person, including an incorporator, ceases to be a member if he fails or refuses to use the services made available by the corporation. The bylaws may prescribe additional qualifications and limitations in respect to membership.
HISTORY: 2000 Act No. 404, Section 2.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 36 - Corporations Not-for-profit Financed By Federal Or State Loans › Section 33-36-420. Annual meetings.

(A) An annual meeting of the membership of a corporation not-for-profit must be held at times provided in the bylaws. A special meeting of the membership may be called by a majority of its governing board, by not less than ten percent of the membership, or by the principal officer of its governing board.
(B) Meetings must be held at places provided in the bylaws and, in the absence of a provision, the principal office of the corporation is the location of all meetings.
(C) Except as otherwise provided, written or printed notice stating the time and place of each meeting of members and, in the case of a special meeting, the purpose for which the meeting is called, must be given to each member, personally or by mail, not less than ten nor more than twenty-five days before the date of the meeting.
HISTORY: 2000 Act No. 404, Section 2.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 36 - Corporations Not-for-profit Financed By Federal Or State Loans › Section 33-36-430. Quorum.

A quorum must be provided in the bylaws, except that the number required by the bylaws may not be less than the number of the governing board who conduct the business of the corporation between meetings of the membership.
HISTORY: 2000 Act No. 404, Section 2.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 36 - Corporations Not-for-profit Financed By Federal Or State Loans › Section 33-36-440. Voting.

Each member is entitled to one vote on each matter submitted to a vote at a membership meeting. Voting must be in person, unless the bylaws provide specifically for voting by proxy and the conditions under which proxy voting may be exercised.
HISTORY: 2000 Act No. 404, Section 2.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 36 - Corporations Not-for-profit Financed By Federal Or State Loans › Section 33-36-450. Member petitions.

(A) Notwithstanding another provision of this chapter, any proposition embodied in a petition signed by at least ten percent of the members of the corporation, except for dissolution or sale of a substantial portion of the assets of the corporation, must be submitted to the members of the corporation. The submission to the membership must occur at a special meeting of the membership held within forty-five days after the presentation of the petition unless the next annual meeting of members falls within ninety days after the presentation or unless the petition requests the issue be raised at the annual meeting.
(B) The approval of the board is not required for a proposition signed by ten percent of the membership, except for dissolution or the vote to sell a substantial portion of the assets of the corporation, to be submitted to the membership for vote and adopted at a regular or special meeting.
(C) The board must exercise its best efforts to carry out the directives of the membership which are adopted pursuant to a ten percent or greater membership petition, and failure by a board member to exercise his best efforts to carry out the directive is just cause for removal from the board.
HISTORY: 2000 Act No. 404, Section 2.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 36 - Corporations Not-for-profit Financed By Federal Or State Loans › Section 33-36-460. Private property of members exempted from liability for debt of corporation.

The private property of the members of a corporation not-for-profit is exempt from execution for the debts of the corporation, and a member is not liable or responsible for debts of the corporation.
HISTORY: 2000 Act No. 404, Section 2.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 36 - Corporations Not-for-profit Financed By Federal Or State Loans › Section 33-36-610. Governing board; powers; membership.

(A) The business and affairs of the corporation must be managed by a board of not less than three persons, each of whom must be a member of the corporation or an agent of a corporation which is a member. If a husband and wife hold a joint membership in a corporation not-for-profit one, but not both, may be elected to the board.
(B) The board may exercise all the powers of a corporation not-for-profit except those powers conferred upon the members by this chapter, its articles of incorporation, or bylaws.
(C) The bylaws must prescribe the number of board members, their qualifications other than those provided for in this chapter, the manner of holding meetings of the board, and the filling of vacancies on the board. The bylaws also may provide for the removal of a board member from office and for the election of his successors.
HISTORY: 2000 Act No. 404, Section 2.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 36 - Corporations Not-for-profit Financed By Federal Or State Loans › Section 33-36-630. Indemnification of board members who become parties to proceedings.

Unless limited by its articles of incorporation, a corporation not-for-profit must indemnify against reasonable expenses incurred by a board member who is successful on the merits or otherwise in the defense of a proceeding to which he is a party because of his board membership.
HISTORY: 2000 Act No. 404, Section 2.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 36 - Corporations Not-for-profit Financed By Federal Or State Loans › Section 33-36-640. Standards for board members.

General standards for board members are the same as those required of directors of nonprofit corporations under Section 33-31-830.
HISTORY: 2000 Act No. 404, Section 2.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 36 - Corporations Not-for-profit Financed By Federal Or State Loans › Section 33-36-650. Election of board members; district representation; terms.

The bylaws may provide for the division of the service area of the corporation into two or more districts for designating seats on its governing board. The bylaws also may provide that a district have two or more seats on its governing board. One or more members may be elected from each district to fill the seats designated for the district. The entire membership must vote on election of board members even though only members from certain geographic districts are qualified candidates for district board seats. The bylaws may provide further that board elections be staggered so that no less than one-third or more than one-half of all board members' terms expire each year.
HISTORY: 2000 Act No. 404, Section 2.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 36 - Corporations Not-for-profit Financed By Federal Or State Loans › Section 33-36-660. Immunity.

All board members of corporations not-for-profit are immune from suits arising from the conduct of the affairs of the corporation, unless conduct amounts to wilful, wanton, or gross negligence. Nothing in this article grants immunity to a corporation not-for-profit.
HISTORY: 2000 Act No. 404, Section 2.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 36 - Corporations Not-for-profit Financed By Federal Or State Loans › Section 33-36-670. Officers.

A corporation not-for-profit has the officers described in its bylaws, and they are chosen by the board in accordance with the bylaws. A duly appointed officer may have one or more assistant officers if authorized by the bylaws. The bylaws of the corporation must delegate to one officer the customary responsibilities of an officer commonly known as "president", to one officer the customary responsibilities of an officer known as "secretary", and one officer the customary responsibilities of an officer commonly known as "treasurer". The responsibilities of secretary and treasurer may be held by the same person. An officer may be removed from office and his successor selected in the manner prescribed by the bylaws.
HISTORY: 2000 Act No. 404, Section 2.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 36 - Corporations Not-for-profit Financed By Federal Or State Loans › Section 33-36-810. Sale of assets.

(A) A corporation not-for-profit may sell its assets. A "sale" means a sale, lease, exchange, donation, or other disposition of assets, except a mortgage of or other security interest in the assets.
(B) A sale of all or substantially all the property and assets, with or without the goodwill of a corporation not-for-profit, may be made upon terms and conditions and for consideration, which may consist in whole or in part of money or property, real or personal, including shares of any other corporation, domestic or foreign, as are authorized, in the following manner:
(1) Two-thirds of the board must adopt a resolution recommending the sale and directing the submission of it to a vote at a special or annual meeting of members.
(2) Written or printed notice must be given to each member of record entitled to vote at the meeting, within the time and in the manner provided for the giving of notice of meetings of members, and must state that the purpose of the meeting is to consider the proposed sale.
(3) At the meeting the members may authorize the sale by an affirmative vote of at least two-thirds of all the members, and may fix, or authorize the board to fix, the terms and conditions of the sale and the consideration to be received by the corporation.
HISTORY: 2000 Act No. 404, Section 2.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 36 - Corporations Not-for-profit Financed By Federal Or State Loans › Section 33-36-820. Consolidation.

Two or more corporations not-for-profit, each of which is designated a "consolidating corporation", may consolidate into a new corporation not-for-profit, designated the "new corporation", by complying with the following requirements:
(1) The proposition for consolidating into a new corporation and proposed articles of consolidation must be approved first by the board of each consolidating corporation. The proposed articles of consolidation must recite in the caption that they are executed pursuant to this chapter and must state:
(a) the name of each consolidating corporation, the address of its principal office, and the date of the filing of its articles of incorporation with the Secretary of State;
(b) the name of the new corporation and the address of its principal office;
(c) the names and addresses of the persons who constitute the first board of the new corporation;
(d) the terms and conditions of the consolidation and the mode of effecting it, including the manner and basis of converting memberships in each consolidating corporation into memberships in the new corporation and the issuance of certificates of membership for the converted memberships; and
(e) any provisions not inconsistent with this chapter considered necessary or advisable for the conduct of the business and affairs of the new corporation.
(2) Upon approval by the board of each consolidating corporation, the proposition for consolidating and the proposed articles of consolidation must be submitted to a vote of the members of each consolidating corporation at an annual or special meeting, the notice of which must explain fully the proposed consolidation. The proposed consolidation and the proposed articles of consolidation are approved upon the affirmative vote of not less than two-thirds of those members of each consolidating corporation voting at the meeting.
(3)(a) Upon approval by the members of the respective consolidating corporations, articles of consolidation in the approved form must be executed and acknowledged on behalf of each consolidating corporation by the officers specified in their bylaws, and attested under seal by the officer specified in their bylaws.
(b) The chief officer of each consolidating corporation, by whatever name designated in the bylaws, must execute the articles of consolidation and make and attach to them an affidavit stating that the provisions of this section were duly complied with by the corporation not-for-profit.
(c) The articles of consolidation and affidavits must be submitted to the Secretary of State for filing as provided in this chapter.
HISTORY: 2000 Act No. 404, Section 2.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 36 - Corporations Not-for-profit Financed By Federal Or State Loans › Section 33-36-830. Merger.

Any one or more corporations not-for-profit, each of which is designated a "merging corporation", may merge into another corporation not-for-profit, designated the "surviving corporation", by complying with the following requirements:
(1) The proposition for merging into a surviving corporation and proposed articles of merger must be approved first by the board of each merging corporation and by the board of the surviving corporation. The proposed articles of merger must recite in the caption that they are executed pursuant to this chapter and must state:
(a) the name of each merging corporation, the address of its principal office, and the date of the filing of its articles of incorporation with the Secretary of State;
(b) the name of the surviving corporation and the address of its principal office;
(c) a statement that each merging corporation elects to be merged into the surviving corporation;
(d) the terms and conditions of the merger and the mode of effecting it, including the manner and basis of converting the memberships in the merging corporation or corporations into memberships in the surviving corporation and the issuance of certificates of membership for the converted memberships; and
(e) any provisions not inconsistent with this chapter considered necessary or advisable for the conduct of the business and affairs of the surviving corporation.
(2) After approval by the boards of the respective parties to the proposed merger, the proposition for merging into a surviving corporation and the proposed articles of merger must be submitted to a vote of the members of each corporation at an annual or special meeting, the notice of which must explain fully the proposed merger. The proposed merger and the proposed articles of merger are approved upon the affirmative vote of not less than two-thirds of those members of each corporation voting at the meeting.
(3)(a) Upon approval by the members of the respective parties to the proposed merger, articles of merger in the approved form must be executed and acknowledged on behalf of each such corporation by its chief officer, by whatever name designated in its bylaws, and attested under seal by the officer specified in its bylaws.
(b) The chief officer of each corporation executing the articles of merger also must make and attach to them an affidavit stating that the provisions of this section were duly complied with by the corporation.
(c) The articles of merger and affidavits must be submitted to the Secretary of State for filing as provided in this chapter.
HISTORY: 2000 Act No. 404, Section 2.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 36 - Corporations Not-for-profit Financed By Federal Or State Loans › Section 33-36-840. Effect of consolidation or merger.

The effect of consolidation or merger is as follows:
(1) The several parties to the consolidation or merger are a single corporation not-for-profit. In the case of a consolidation, it is the new corporation provided for in the articles of consolidation and, in the case of a merger, it is the surviving corporation. The separate existence of all corporate parties to the consolidation or merger, except the new or surviving corporation, ceases.
(2) The new or surviving corporation has all the rights, privileges, immunities, and powers and is subject to all the duties and liabilities of a corporation not-for-profit organized pursuant to this chapter, and possesses all the rights, privileges, immunities, and franchises of a public or private nature, and all property, real and personal, applications for membership, all debts due on whatever account, and all other choses in action of each of the consolidating or merging corporations. Every interest of, or belonging or due to, each of the consolidating or merging corporations are transferred to and vested in the new or surviving corporation without further act or deed. The title to real estate, or an interest in real estate, vested in a consolidating or merging corporation does not revert or is not impaired by reason of the consolidation or merger.
(3) The new or surviving corporation is responsible and liable for all of the liabilities and obligations of each of the consolidating or merging corporations, and a claim existing or action or proceeding pending by or against any of the corporations may be prosecuted as if the consolidation or merger had not taken place, except that the new or surviving corporation may be substituted in its place.
(4) Neither the rights of creditors nor liens upon the property of consolidating or merging corporations are impaired by consolidation or merger.
(5) In the case of a consolidation, the articles of consolidation are the articles of incorporation of the new corporation, and in the case of a merger, the articles of incorporation of the surviving corporation are considered to be amended to the extent that the changes are provided for in the articles of merger.
HISTORY: 2000 Act No. 404, Section 2.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 36 - Corporations Not-for-profit Financed By Federal Or State Loans › Section 33-36-1010. Voluntary dissolution of corporation-not-for profit which has not commenced business.

A corporation not-for-profit which has not commenced business may dissolve voluntarily by delivering to the Secretary of State for filing articles of dissolution, executed and acknowledged on behalf of the corporation, and stating:
(1) the name of the corporation;
(2) the address of its principal office;
(3) the date of its incorporation;
(4) that the corporation has not commenced business;
(5) that the amount, if any, actually paid in an amount of membership fees, less any part disbursed for necessary expenses, has been returned to those entitled to it;
(6) that no debt of the corporation remains unpaid; and
(7) that a majority of the incorporators elects that the corporation be dissolved.
HISTORY: 2000 Act No. 404, Section 2.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 36 - Corporations Not-for-profit Financed By Federal Or State Loans › Section 33-36-1020. Voluntary dissolution of corporation not-for-profit which has commenced business.

A corporation not-for-profit which has commenced business may dissolve voluntarily and wind up its affairs in the following manner:
(1) Two-thirds of the board shall adopt a resolution recommending dissolution and directing the submission of the question to a vote at an annual or special meeting of members.
(2) Written or printed notice must be given to each member of record entitled to vote at the meeting within the time and in the manner provided for the giving of notice of meetings of members and must state that the purpose of the meeting is to consider the dissolution.
(3) At the meeting the members may authorize the dissolution and may fix, or authorize the board to fix, its terms and conditions. Each member may vote and the authorization requires the affirmative vote of at least two-thirds of all the members.
HISTORY: 2000 Act No. 404, Section 2.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 36 - Corporations Not-for-profit Financed By Federal Or State Loans › Section 33-36-1030. Certificate of election to dissolve; affidavit of compliance.

(A) Upon meeting the requirements of Section 33-36-1020, a certificate of election to dissolve must be executed and acknowledged on behalf of the corporation by its chief officer, by whatever name designated by the bylaws, and attested under seal by the officer specified in its bylaws.
(B) The certificate must state:
(1) the name of the corporation;
(2) the address of its principal office;
(3) the names and addresses of its board members; and
(4) the total number of members of the corporation, the number voting for dissolution, and the number voting against dissolution.
(C) The corporate officer executing the certificate of election to dissolve also must make, as an attachment to the certificate, an affidavit stating compliance with the provisions of Section 33-36-1020.
HISTORY: 2000 Act No. 404, Section 2.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 36 - Corporations Not-for-profit Financed By Federal Or State Loans › Section 33-36-1040. Submission of certificate of dissolution and affidavit to Secretary of State.

The certificate of dissolution and affidavit must be submitted to the Secretary of State for filing and the corporation not-for-profit must cease to carry on its business, except as is necessary for the winding up of its business. Its corporate existence continues until articles of dissolution have been filed by the Secretary of State.
HISTORY: 2000 Act No. 404, Section 2.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 36 - Corporations Not-for-profit Financed By Federal Or State Loans › Section 33-36-1050. Winding up and settling affairs.

The board has full power to wind up and settle the affairs of the corporation not-for-profit. It shall collect the debts owing to the corporation, sell and dispose of its property and assets, and pay, satisfy, and discharge its debts, obligations, and liabilities. After paying or adequately providing for the payment of all debts, obligations, and liabilities, the board shall dispose of the residual assets in accordance with the requirements of Section 501(c)(12) of the United States Internal Revenue Code of 1986.
HISTORY: 2000 Act No. 404, Section 2.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 36 - Corporations Not-for-profit Financed By Federal Or State Loans › Section 33-36-1060. Notice of winding up proceedings.

Upon the filing of the certificate of dissolution by the Secretary of State, the board immediately shall cause notice of the winding up proceedings to be mailed to each known creditor and claimant and to be published once a week for two successive weeks in a newspaper of general circulation in the county in which the principal office of the corporation is located.
HISTORY: 2000 Act No. 404, Section 2.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 36 - Corporations Not-for-profit Financed By Federal Or State Loans › Section 33-36-1070. Articles of dissolution.

(A) When all debts, liabilities, and obligations of the corporation have been paid and all remaining property and assets distributed, the board shall authorize the execution of articles of dissolution, executed and acknowledged on behalf of the corporation by its chief officer, by whatever name designated in its bylaws, and attested under seal by the officer specified in its bylaws.
(B) The articles of dissolution must recite in the caption that they are executed pursuant to this chapter and must state:
(1) the name of the corporation;
(2) the address of the principal office;
(3) that the corporation has delivered to the Secretary of State a certificate of election to dissolve and the date on which the certificate was filed by the Secretary of State in the records of his office;
(4) that all debts, obligations, and liabilities of the corporation have been paid and discharged or that adequate provisions have been made for payment or discharge;
(5) that all residual assets of the corporation have been distributed in accordance with Section 501(c)(12) of the 1986 Internal Revenue Code;
(6) that no actions or suits are pending against the corporation.
(C) The officer executing the articles of dissolution also shall make and attach to them an affidavit stating that the provisions of this article have been duly complied with. The articles of dissolution and affidavit, accompanied by proof of the publication required in Section 33-36-1060, must be submitted to the Secretary of State for filing.
HISTORY: 2000 Act No. 404, Section 2.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 36 - Corporations Not-for-profit Financed By Federal Or State Loans › Section 33-36-1210. Corporations organized under Chapter 35 of Title 33.

A domestic corporation organized and governed pursuant to Chapter 35 of Title 33 before the effective date of this chapter is deemed to have been organized pursuant to this chapter as of its effective date and must be governed by the provisions of this chapter.
HISTORY: 2000 Act No. 404, Section 2.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 36 - Corporations Not-for-profit Financed By Federal Or State Loans › Section 33-36-1310. Election procedures for nonprofit corporation providing water and sewer services to become a public service district.

(A) For the exclusive purposes of participating in a joint municipal water system as authorized under Chapter 25, Title 6, a nonprofit corporation incorporated for the purposes of providing water or water and sewer services, pursuant to the provisions of this chapter may elect, by resolution, to become a public service district, a public body politic and corporate:
(1) before January 1, 2002, upon a majority vote of its members constituting a quorum present at a duly called and noticed meeting; or
(2) on and after January 1, 2002, upon a majority vote of fifteen percent of its members present or by proxy at a duly called and noticed meeting.
(B) Notice of this meeting must be given by regular mail, addressed to the last known address of the member, and mailed not less than ten days prior to the meeting. The secretary of the corporation shall certify the date of mailing. The notice shall state the purpose, time, and place of the meeting.
(C) Upon a favorable vote, the chief executive officer of the corporation shall petition the Secretary of State to issue a new charter to convert and constitute the nonprofit corporation a public service district, a public body politic and corporate.
HISTORY: 2001 Act No. 78, Section 2.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 36 - Corporations Not-for-profit Financed By Federal Or State Loans › Section 33-36-1320. Petition for charter.

(A) The petition shall include:
(1) the name of the district;
(2) an attached copy of the resolution adopted, certified by the secretary of the corporation;
(3) the name of the current board of directors, their terms of office, and expiration dates;
(4) the desire to become a public body corporate and politic; and
(5) a word description and an attached map showing the present and existing boundaries of the service area.
(B) Upon receipt of the petition, the Secretary of State must verify the contents of the petition and their compliance with subsection (A). Upon verification, the Secretary of State must issue a new charter, referencing the petition, and designating the corporation as a public service district, a public body politic and corporate of the State.
HISTORY: 2001 Act No. 78, Section 2.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 36 - Corporations Not-for-profit Financed By Federal Or State Loans › Section 33-36-1340. Election of commissioners.

(A) On the first Tuesday following the first Monday in November in the year immediately following the year of the resolution, the voters shall elect commissioners for all seats on the district's governing body. Candidates must file a statement of intention of candidacy with the entity charged by law with conducting the election. Except for the initial election of commissioners as provided in subsection (B), all commissioners must be elected on an at-large basis for terms of four years with terms staggered so that a simple majority of the commissioners are elected in the next ensuing general election year, and the remaining commissioners are elected at the next following general election. The terms of office of commissioners whose seats are subject to contest in general election shall expire fourteen days following the general election.
(B) For the initial election of commissioners, all seats are considered vacant. From among the commissioners elected in the initial election, a simple majority thereof shall serve terms which expire fourteen days following the general election held two years after the initial election. Those commissioners entitled to serve the initial four-year terms are those commissioners equal in number to a simple majority of the membership who received the highest number of votes cast in the initial election. The remaining commissioners shall serve terms which expire fourteen days following the general election held the year following the initial election.
(C) The county election commission is charged with conducting and supervising the elections for commissioners in the manner governed by the election laws of this State, mutatis mutandis. Vacancies must be filled in the manner provided in Section 7-13-190.
HISTORY: 2001 Act No. 78, Section 2.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 36 - Corporations Not-for-profit Financed By Federal Or State Loans › Section 33-36-1350. Election of officers by the board.

The board shall annually elect its officers, a chairperson, vice chairperson, and a secretary and treasurer. The latter two offices may be combined.
HISTORY: 2001 Act No. 78, Section 2.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 36 - Corporations Not-for-profit Financed By Federal Or State Loans › Section 33-36-1370. District to assume all assets, properties and liabilities of antecedent nonprofit corporation.

Districts converted pursuant to this article shall assume all assets, properties, and liabilities of the antecedent nonprofit corporation.
HISTORY: 2001 Act No. 78, Section 2.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 37 - Business Development Corporations › Section 33-37-10. Definitions.

As used in this chapter:
(1) "Corporation" means a South Carolina business development corporation created pursuant to this chapter.
(2) "Area of operations" means the entirety of the areas that comprise Federal Reserve Districts Five and Six as the geographic area in which the corporation is authorized to transact business pursuant to this chapter.
(3) "Financial institution" means any banking corporation or trust company, building and loan association, insurance company or related corporation, partnership, foundation, federal or state agency, or other institution engaged primarily in lending or investing funds including, without limitation, the Small Business Administration, an agency of the United States Government.
(4) "Member" means a financial institution authorized to do business in this State which undertakes to lend money to a corporation created pursuant to this chapter, upon its call and as provided by this chapter.
(5) "Board of directors" means the board of directors of the corporation created pursuant to this chapter.
(6) "Loan call" means the right of the corporation to call for loans by the members to the corporation as provided in Section 33-37-460 of this chapter.
(7) "Loan call agreement" means the loan agreement between the corporation and its members describing the terms, conditions, and loan limits of the corporation's right to make loan calls to its members.
(8) "Loan limit" means, for a member, the maximum amount subject to loan call at any one time by the corporation to the member as provided in the loan call agreement.
HISTORY: 1962 Code Section 12-1101; 1958 (50) 1886; 1960 (51) 1937; 2000 Act No. 234, Section 1; 2015 Act No. 60 (S.389), Section 1, eff June 4, 2015.
Effect of Amendment
2015 Act No. 60, Section 1, added (2), definition of "Area of operations", and redesignated the paragraphs accordingly.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 37 - Business Development Corporations › Section 33-37-20. Deposit of funds.

The corporation shall not deposit any of its funds in any banking institution unless the institution has been designated as a depository by a vote of a majority of the directors present at an authorized meeting of the board of directors, exclusive of any director who is an officer or director of the depository so designated.
HISTORY: 1962 Code Section 12-1102; 1958 (50) 1886; 2015 Act No. 60 (S.389), Section 1, eff June 4, 2015.
Effect of Amendment
2015 Act No. 60, Section 1, substituted "unless the institution" for "unless such institution".
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 37 - Business Development Corporations › Section 33-37-30, 33-37-40. Reserved.

HISTORY: Former 33-37-30, titled Corporation shall not accept deposits, had the following history: 1962 Code Section 12-1103; 1958 (50) 1886. Reserved by 2015 Act No. 60, Section 1, eff June 4, 2015.
HISTORY: Former 33-37-40, titled Establishment and maintenance of surplus, had the following history: 1962 Code Section 12-1104; 1958 (50) 1886. Reserved by 2015 Act No. 60, Section 1, eff June 4, 2015.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 37 - Business Development Corporations › Section 33-37-50. Offices.

The corporation may have offices in those places within or outside of the State, other than the location of the principal office as set forth in the declaration of charter as required in Section 33-37-210, as may be fixed by the board of directors.
HISTORY: 1962 Code Section 12-1105; 1958 (50) 1886; 2015 Act No. 60 (S.389), Section 1, eff June 4, 2015.
Effect of Amendment
2015 Act No. 60, Section 1, substituted "in those places within or outside of the State" for "in such places within the State".
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 37 - Business Development Corporations › Section 33-37-60. Credit of State is not pledged.

Under no circumstances is the credit of the State pledged in this chapter.
HISTORY: 1962 Code Section 12-1106; 1958 (50) 1886; 2015 Act No. 60 (S.389), Section 1, eff June 4, 2015.
Effect of Amendment
2015 Act No. 60, Section 1, reenacted this section with no change.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 37 - Business Development Corporations › Section 33-37-70. Corporation, its subsidiary, and securities issued thereby exempt from taxes and fees.

The corporation and its subsidiary corporation are not subject to taxes based upon or measured by income which are levied now or later by the State. The securities, evidences of indebtedness, and shares of the capital stock issued by the corporation and its subsidiary corporation, their transfer, income from them, and deposits of financial institutions invested in them are free at all times from taxation within the State. The corporation and its subsidiary corporation are not subject to a corporation license tax or fee imposed by Chapter 20, Title 12. Notwithstanding the above provisions, should the corporation or any of the corporation's subsidiaries apply for and receive a charter to operate as a bank, then the corporation or the subsidiary chartered as a bank is subject to all taxes or license fees applicable to banks.
HISTORY: 1962 Code Section 12-1107; 1958 (50) 1886; 1996 Act No. 353, Section 1; 2000 Act No. 234, Section 2; 2015 Act No. 60 (S.389), Section 1, eff June 4, 2015.
Effect of Amendment
2015 Act No. 60, Section 1, substituted "Chapter 20, Title 12" for "Chapter 20 of Title 12", and added the last sentence, relating to banks.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 37 - Business Development Corporations › Section 33-37-80. Tax credit for nondeductible losses arising from sale or other disposition of securities of corporation.

Any stockholder, member, or other holder of any securities, evidences of indebtedness, or shares of the capital stock of the corporation or any of its subsidiaries who realizes a loss from the sale, redemption or other disposition of any securities, evidences of indebtedness, or shares of the capital stock of the corporation, including any such loss realized on a partial or complete liquidation of the corporation, and who is not entitled to deduct such loss in computing any of the stockholder's, member's or other holder's taxes to the State, must be entitled to credit against any taxes subsequently becoming due to the State from the stockholder, member or other holder a percentage of such loss equivalent to the highest rate of tax assessed for the year in which the loss occurs upon mercantile and business corporations.
HISTORY: 1962 Code Section 12-1108; 1958 (50) 1886; 2015 Act No. 60 (S.389), Section 1, eff June 4, 2015.
Effect of Amendment
2015 Act No. 60, Section 1, inserted a comma following "member" and the two instances of "indebtedness", inserted "or any of its subsidiaries" before "who realizes a loss", substituted "any of the stockholder's" for "any of such stockholder's", substituted "must be entitled" for "shall be entitled", and substituted "due to the State from the stockholder" for "due to the State from such stockholder".
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 37 - Business Development Corporations › Section 33-37-210. Filing declaration of charter; contents.

Twenty-five or more persons, a majority of whom shall be residents of this State, who may desire to create a business development corporation under the provisions of this chapter for the purpose of promoting, developing, and advancing the prosperity and economic welfare of the State and, to that end, to exercise the powers and privileges provided in this chapter, may be incorporated in the following manner. Those persons shall, by declaration of charter filed with the Secretary of State, under their hands and seals, set forth:
(1) the name of the corporation, which shall include the words "Business Development Corporation of South Carolina";
(2) the location of the principal office of the corporation; and
(3) the purposes for which the corporation is founded, which must be to: (i) promote, stimulate, develop, and advance the business prosperity and economic welfare of the corporation's area of operations and its citizens; (ii) encourage and assist through loans, investments, or other business transactions, in the location of new business and industry in its area of operations, and to rehabilitate and assist existing business and industry; (iii) stimulate and assist in the expansion of all kinds of business activity which will tend to promote the business development and maintain the economic stability of its area of operations, provide maximum opportunities for employment, encourage thrift, and improve the standard of living of the citizens of its area of operations; (iv) cooperate and act in conjunction with other organizations, public or private, in the promotion and advancement of industrial, commercial, agricultural, and recreational developments in its area of operations; and (v) provide financing for the promotion, development, and conduct of all kinds of business activity in its area of operations. However, in no event shall the corporation or its subsidiaries use state or federal funds provided for use exclusively in South Carolina in any other state as long as the programs providing these funds exist in South Carolina.
HISTORY: 1962 Code Section 12-1121; 1958 (50) 1886; 2015 Act No. 60 (S.389), Section 1, eff June 4, 2015.
Effect of Amendment
2015 Act No. 60, Section 1, in the first paragraph, substituted "Those persons" for "Such persons"; in (1), (2) and (3), changed "The" to lower case; and in (3), added the roman number designators, inserted numerous references to areas of operations, and added the last sentence, related to the use of funds in other states.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 37 - Business Development Corporations › Section 33-37-220. Additional contents of declaration of charter.

The declaration of charter shall state:
(a) the amount of total authorized capital stock and the number of shares in which it is divided;
(b) the par value of each share;
(c) the amount of capital stock with which the corporation will commence business;
(d) if there is more than one class of stock, a description of the different classes; and
(e) the names and post office addresses of the subscribers of stock and the number of shares subscribed by each. The aggregate of the subscription is the amount of capital with which the corporation will commence business. The declaration of charter may also contain any provision consistent with the laws of this State for the regulation of the affairs of the corporation or creating, defining, limiting, and regulating its powers. The declaration of charter must be in accordance with the provisions of Section 33-2-102.
HISTORY: 1962 Code Section 12-1122; 1958 (50) 1886; 2015 Act No. 60 (S.389), Section 1, eff June 4, 2015.
Code Commissioner's Note
The reference in subsection (e) to Section 33-37-30 was changed to Section 33-2-102 at the direction of the Code Commissioner to reflect the recodification by 1988 Act No. 444, Section 2.
Effect of Amendment
2015 Act No. 60, Section 1, in the introductory paragraph, substituted "state" for "set forth"; in (a) through (d), substituted semicolons for commas; in (e), substituted "post office" for "post-office", substituted "is the amount" for "shall be the amount", inserted a comma following "limiting", substituted "charter must be" for "charter shall be", and substituted "Section" for a section symbol.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 37 - Business Development Corporations › Section 33-37-230. Charter shall be void unless business begun within three years.

If a corporation organized pursuant to this chapter shall fail to begin business within three years from the effective date of its charter, then the charter shall become null and void.
HISTORY: 1962 Code Section 12-1123; 1958 (50) 1886; 2015 Act No. 60 (S.389), Section 1, eff June 4, 2015.
Effect of Amendment
2015 Act No. 60, Section 1, reenacted this section with no change.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 37 - Business Development Corporations › Section 33-37-240. Calling first meeting; organization; quorum.

The first meeting of the corporation must be called by a notice signed by three or more of the incorporators, stating the time, place, and purpose of the meeting, a copy of the notice must be mailed or delivered to each incorporator at least five days before the day appointed for the meeting. The first meeting may be held without such notice upon agreement in writing to that effect signed by all the incorporators. There must be recorded in the minutes of the meeting a copy of the notice or the unanimous agreement of the incorporators.
At the first meeting the incorporators shall organize by choosing by ballot a temporary clerk, by the adoption of bylaws, by the election by ballot of directors, and by action upon those other matters within the powers of the corporation as the incorporators may see fit. The temporary clerk must be sworn and shall make and attest a record of the proceedings. Ten of the incorporators shall be a quorum for the transaction of business.
HISTORY: 1962 Code Section 12-1124; 1958 (50) 1886; 2015 Act No. 60 (S.389), Section 1, eff June 4, 2015.
Effect of Amendment
2015 Act No. 60, Section 1, in the first paragraph, substituted "must be called" for "shall be called", inserted a comma following "place", substituted "copy of which notice shall be" for "copy of the notice must be", substituted "There must be recorded" for "There shall be recorded", and substituted "or the unanimous agreement" for "or of such unanimous agreement"; in the second paragraph, substituted "At the first meeting" for "At such first meeting", substituted "organize by choosing by ballot" for "organize by the choice by ballot of", inserted a comma following "directors", substituted "upon those other matters" for "upon such other matters", and substituted "clerk must be sworn" for "clerk shall be sworn".