Corporate Board Meeting and Written-Consent Requirements in South Carolina

At a glance

Requirements one by one

The board ordinarily directs the corporation

The South Carolina Business Corporation Act of 1988 is Chapters 1 through 20 of Title 33. Under § 33-8-101, corporate powers ordinarily are exercised “by or under the authority of” the board and the corporation's affairs are managed under its direction. The Act, articles, or a qualifying unanimous shareholder agreement may change that allocation.

Section 33-8-103 permits one or more directors. The articles or bylaws specify or provide the method for fixing the number, including a fixed number or a variable range.

Ordinary call procedure comes from the governing documents

S.C. Code Ann. §§ 33-8-200 through 33-8-230 cover ordinary meetings, consent, notice, and waiver. Section 33-8-200 permits regular and special meetings in or outside South Carolina unless the articles or bylaws provide otherwise. The board-meeting article does not name a default ordinary caller or adjournment rule, so the current articles and bylaws must supply those mechanics.

South Carolina has a separate catastrophic-emergency route. Section 33-2-107 permits emergency bylaws to set call procedures, quorum requirements, and additional or substitute directors when a quorum cannot readily be assembled because of a catastrophic event. Under § 33-3-103, notice then goes only to directors practicable to reach by any practicable method, and officers may be treated as directors as needed to achieve quorum.

Special meetings default to two days' notice

Under § 33-8-220, regular meetings may occur without notice unless the articles or bylaws say otherwise. Special meetings require at least two days' notice of the date, time, and place unless those documents set a longer or shorter period. The notice need not state the purpose unless the articles or bylaws require it.

S.C. Code Ann. § 33-1-410 permits personal, telephone, wire or wireless, mail, and private-carrier notice and supplies effectiveness rules. A director may waive notice before or after the meeting by a signed writing filed with the minutes or records. Attendance also waives notice unless the director timely objects and then does not vote for or assent to the action.

Remote participation must be simultaneous

Unless the articles or bylaws provide otherwise, § 33-8-200(b) lets the board permit any or all directors to use a communications method through which all participating directors can simultaneously hear each other. Qualifying remote participation counts as presence in person. A sequence of emails is not a remote meeting under this real-time standard.

Fixed and variable boards use different quorum baselines

Section 33-8-240 uses the directors then in office for a fixed board. A variable-range board instead uses the prescribed number or, if none has been prescribed, the directors in office immediately before the meeting begins. The default quorum is a majority of the relevant number.

The articles or bylaws may require more or may authorize less, but the reduced quorum cannot be below one-third of the fixed or prescribed number. Because subsection (c) requires quorum “when a vote is taken,” the ordinary action rule does not support a vote after quorum has been lost.

A majority present acts, and presence can imply assent

With quorum present, § 33-8-240(c) makes the affirmative vote of a majority of directors present the ordinary act of the board unless the articles or bylaws require more.

A present director is considered to assent unless the director timely objects to the meeting, has dissent or abstention entered in the minutes, or gives written notice to the presiding officer before adjournment or to the corporation immediately afterward. A director who voted for the action cannot use the dissent or abstention route.

Written action defaults to unanimity and last-signature effect

Unless the articles or bylaws provide otherwise, § 33-8-210 requires assent by all board members. One or more written consents must describe the action, each director must sign, and the consents must be included in the minutes or filed with the corporate records.

The action becomes effective when the last director signs unless the consent states a different effective date. The section does not add a separate delivery, collection-period, revocation, or nonconsenter-notice rule. When the participants agree to transact electronically, §§ 26-6-50 and 26-6-70 allow an electronic record and electronic signature to satisfy writing and signature requirements.

Committees need at least two directors

Under § 33-8-250, the board may create a committee of two or more directors. Creation and appointment require the greater of a majority of all directors in office or the number the articles or bylaws require for board action. Sections 33-8-200 through 33-8-240 apply to committee meetings, consent, notice, waiver, quorum, and voting.

A delegation cannot authorize the committee to approve the statute's listed distribution, shareholder-required, vacancy, charter, bylaw, merger, share- reacquisition, and share-issuance matters beyond the stated exceptions. The statute also says delegation or committee action alone does not establish a director's compliance with the separate conduct standard.

Board and committee action belongs in permanent records

Section 33-16-101 requires permanent minutes of board meetings and permanent records of board action without a meeting and committee action taken in the board's place. Records may be written or in another form capable of conversion to writing within a reasonable time.

Procedure does not settle every conflict or duty issue. S.C. Code Ann. §§ 33-8-300 and 33-8-310 separately address director conduct and interested-director transactions, including a conflict-specific ratification route that cannot be completed by a single director.

What trips people up

The fixed-board quorum formula follows directors then in office, not the last authorized number. If a fixed seven-seat board has two vacancies, five directors are then in office and the default quorum is three. A variable-range board may instead use its prescribed number even when vacancies exist.

The consent's effective time is signature-based. Filing the consents with the records is required, but § 33-8-210 makes the ordinary effective event the last director's signature, unless the consent itself chooses another date.

Committee creation uses a board-wide threshold. Two directors may be enough to staff a committee, but appointing them still requires the greater approval number stated in § 33-8-250(b).

Common questions

May a private corporation's board change its own size?

Only within the statutory boundary. If the articles or bylaws give a private corporation's board that power, § 33-8-103 allows a change of thirty percent or less from the number last approved by shareholders. Only shareholders may make a change of more than thirty percent.

What happens if the corporation has no directors in office?

Section 33-8-110(d) allows an officer, shareholder, or listed shareholder fiduciary to call a special shareholders' meeting to elect directors or ask a court to require an election.

Does a properly recorded vote eliminate conflict concerns?

No. Section 33-8-310 separately addresses interested-director transactions. Its board or committee safe-harbor route requires disclosure and a majority of directors without a direct or indirect interest, and a single director cannot approve or ratify the transaction under that route.

Statutes and sources

• S.C. Code Ann. §§ 33-1-101, 33-1-400, and 33-1-410 — Act name, domestic- corporation and electronic-transmission definitions, and notice methods. Current official Chapter 1, accessed August 16, 2026: https://www.scstatehouse.gov/code/t33c001.php
• S.C. Code Ann. §§ 33-2-107 and 33-3-103 — emergency bylaws, emergency notice, substitute directors, and catastrophic-event boundary. Current official Chapters 2 and 3, accessed August 16, 2026: https://www.scstatehouse.gov/code/t33c002.php and https://www.scstatehouse.gov/code/t33c003.php
• S.C. Code Ann. §§ 33-8-101, 33-8-103, 33-8-110, and 33-8-200 through 33-8-310 — board authority and size, meetings, notice, waiver, remote participation, quorum, voting, consent, committees, duties, and conflicts. Current official Chapter 8, accessed August 16, 2026: https://www.scstatehouse.gov/code/t33c008.php
• S.C. Code Ann. § 33-16-101 — permanent board and committee records. Current official Chapter 16, accessed August 16, 2026: https://www.scstatehouse.gov/code/t33c016.php
• S.C. Code Ann. §§ 26-6-20, 26-6-50, and 26-6-70 — agreed electronic records and signatures. Current official Chapter 6, accessed August 16, 2026: https://www.scstatehouse.gov/code/t26c006.php