South Carolina § 33-8-108 Removal of directors by shareholders.

South Carolina Statutes

§ 33-8-108 — Removal of directors by shareholders.

South Carolina § 33-8-108

Title 33CORPORATIONS, PARTNERSHIPS AND ASSOCIATIONS

Ch. 8DIRECTORS AND OFFICERS

This text of South Carolina § 33-8-108 (Removal of directors by shareholders.) 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. § 33-8-108 (2026).

Text

(a)The shareholders may remove one or more directors with or without cause unless the articles of incorporation provide that directors may be removed only for cause.

(b)If a director is elected by a voting group of shareholders, only the shareholders of that voting group may participate in the vote to remove him.

(c)If cumulative voting is authorized, a director may not be removed if the number of votes sufficient to elect him under cumulative voting is voted against his removal. If cumulative voting is not authorized, a director may be removed only if the number of votes cast to remove him exceeds the number of votes cast not to remove him.

(d)A director may be removed by the shareholders only at a meeting called for the purpose of removing him and the meeting notice must state that t

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(a) The shareholders may remove one or more directors with or without cause unless the articles of incorporation provide that directors may be removed only for cause. (b) If a director is elected by a voting group of shareholders, only the shareholders of that voting group may participate in the vote to remove him. (c) If cumulative voting is authorized, a director may not be removed if the number of votes sufficient to elect him under cumulative voting is voted against his removal. If cumulative voting is not authorized, a director may be removed only if the number of votes cast to remove him exceeds the number of votes cast not to remove him. (d) A director may be removed by the shareholders only at a meeting called for the purpose of removing him and the meeting notice must state that the purpose, or one of the purposes, of the meeting is removal of the director. (e) "Cause" for removal of a director under this section means fraudulent or dishonest acts, or gross abuse of authority in the discharge of duties to the corporation, and must be established after written notice of specific charges and opportunity to meet and refute such charges.

Legislative History

HISTORY: Derived from 1976 Code SECTION 33-13-70 [1962 Code SECTION 12-18.7; 1962 (52) 1996; 1981 Act No. 146, SECTION 2; Repealed, 1988 Act No. 444, SECTION 2]; 1988 Act No. 444, SECTION 2.