South Carolina § 33-8-110 Vacancy on board.

South Carolina Statutes

§ 33-8-110 — Vacancy on board.

South Carolina § 33-8-110

Title 33CORPORATIONS, PARTNERSHIPS AND ASSOCIATIONS

Ch. 8DIRECTORS AND OFFICERS

This text of South Carolina § 33-8-110 (Vacancy on board.) 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. § 33-8-110 (2026).

Text

(a)Unless the articles of incorporation provide otherwise, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors:

(1)the shareholders may fill the vacancy;

(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)If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group may fill the vacancy.

(c)A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under Section 33-8-108(b) or otherwise) may be filled before th

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(a) Unless the articles of incorporation provide otherwise, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors: (1) the shareholders may fill the vacancy; (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) If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group may fill the vacancy. (c) A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under Section 33-8-108(b) or otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs. (d) If, by reason of death, resignation, or other cause, a corporation has no directors in office, then any officer or any shareholder or an executor, administrator, trustee, or guardian of a shareholder or other fiduciary entrusted with like responsibility for the person or estate of a shareholder may call for a special meeting of shareholders to elect directors or may apply to the court for an order requiring election of directors.

Legislative History

HISTORY: Derived from 1976 Code SECTION 33-13-60 [1962 Code SECTION 12-18.6; 1962 (52) 1996; 1969 (56) 701; 1981 Act No. 146, SECTION 2; Repealed, 1988 Act No. 444, SECTION 2]; 1988 Act No. 444, SECTION 2.