South Carolina § 33-10-104 Voting on amendments by voting groups.

South Carolina Statutes

§ 33-10-104 — Voting on amendments by voting groups.

South Carolina § 33-10-104

Title 33CORPORATIONS, PARTNERSHIPS AND ASSOCIATIONS

Ch. 10AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS

This text of South Carolina § 33-10-104 (Voting on amendments by voting groups.) is published on Counsel Stack Legal Research, covering South Carolina primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

S.C. Code Ann. § 33-10-104 (2026).

Text

(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 n

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(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.

Legislative History

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.