South Carolina § 33-2-107 Emergency bylaws.

South Carolina Statutes

§ 33-2-107 — Emergency bylaws.

South Carolina § 33-2-107

Title 33CORPORATIONS, PARTNERSHIPS AND ASSOCIATIONS

Ch. 2INCORPORATION

This text of South Carolina § 33-2-107 (Emergency bylaws.) 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. § 33-2-107 (2026).

Text

(a)Unless the articles of incorporation provide otherwise, the board of directors of a corporation may adopt bylaws to be effective only in an emergency defined in subsection (d) of this section. The emergency bylaws, which are subject to amendment or repeal by the shareholders, may make all provisions necessary for managing the corporation during the emergency, including:

(1)procedures for calling a meeting of the board of directors;

(2)quorum requirements for the meeting; and (3) designation of additional or substitute directors.

(b)All provisions of the regular bylaws consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends.

(c)Corporate action taken in good faith in accordance with the emergency byl

Free access — add to your briefcase to read the full text and ask questions with AI

(a) Unless the articles of incorporation provide otherwise, the board of directors of a corporation may adopt bylaws to be effective only in an emergency defined in subsection (d) of this section. The emergency bylaws, which are subject to amendment or repeal by the shareholders, may make all provisions necessary for managing the corporation during the emergency, including: (1) procedures for calling a meeting of the board of directors; (2) quorum requirements for the meeting; and (3) designation of additional or substitute directors. (b) All provisions of the regular bylaws consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends. (c) Corporate action taken in good faith in accordance with the emergency bylaws: (1) binds the corporation; and (2) may not be used to impose liability on a corporate director, officer, employee, or agent. (d) An emergency exists for purposes of this section if a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event.

Legislative History

HISTORY: Derived from 1976 Code SECTION 33-11-20 [1962 Code SECTION 12-16.2; 1962 (52) 1996; 1981 Act No. 146, SECTION 2; Repealed 1988 Act No. 444, SECTION 2]; 1988 Act No. 444, SECTION 2.