South Carolina: Corporate Board Meeting and Written-Consent Requirements

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