Nonprofit Corporation Articles Amendment Approval and Filing in South Carolina

At a glance

Requirements one by one

Member, board, and class approval

Under § 33-31-1001(a), the corporation may add or change required or permitted article provisions or delete provisions no longer required.

Under § 33-31-1003(a), voting members ordinarily approve by two-thirds of votes cast or a majority of voting power, whichever is less. A public benefit or religious corporation also needs board approval for an amendment outside the listed director-number, composition, term, and selection subjects. Under § 33-31-1004(a), a public benefit class votes when its voting rights change differently; § 33-31-1004(b) gives mutual benefit classes additional membership-right and class-structure triggers. Religious classes vote separately only if the articles or bylaws so provide under subsection (c). An ordinary required class vote uses the same lesser-of-two-thirds-cast-or-majority-power test. Under § 33-31-1030, articles of a public benefit or religious corporation may reserve written approval to another specified person.

No-voting-member and limited board routes

Under § 33-31-1002(b), incorporators may approve before directors are chosen if no members are entitled to vote on the amendment. Thereafter a majority of directors in office approves. Under § 33-31-1002(a), a board may make specified narrow changes without a member vote unless the articles provide otherwise, such as deleting initial directors' identifying information.

Notice and nonmeeting approval

Under § 33-31-1003(b)–(c), the corporation provides an amendment copy or summary with member meeting notice and consent or ballot solicitations. Under § 33-31-704(a),(d), written consent needs at least 80% of voting power, followed by notice to nonsigners; where notice is required, approval takes effect ten days after it. Under § 33-31-708(a),(c), a written or electronic ballot goes to every entitled voter and must satisfy the meeting quorum and vote tests. Under § 33-31-1031(b)–(d), a membership-termination amendment also requires advance notice and two-thirds of votes cast by each class.

Filing and effective time

Under § 33-31-1005, the articles of amendment give the name, amendment text, adoption date, voting or no-member approval information, any outside approval, and implementation details for an exchange or cancellation of memberships. An officer or authorized alternate signs under § 33-31-120(f)–(g); subsection (i) requires one exact or conformed copy with the fee. Under § 33-31-122(a)(10)–(11), the amendment and amended-restatement filing fees are $10. Under § 33-31-123(a)–(b), the amendment takes effect on filing or at a stated later time up to 90 days after filing. Under § 33-31-1006(b)–(c), the board applies amendment approval to an amended restatement.

What trips people up

Under § 33-31-1001(b), a public benefit or religious corporation becoming a mutual benefit corporation must deliver the Attorney General notice with the proposed amendment or restatement at least 20 days before consummation. The membership-termination rule in § 33-31-1031 uses two-thirds of votes cast by each class, even if the ordinary aggregate test would require less.

Common questions

Can a board make a minor name substitution without a member vote?

Under § 33-31-1002(a)(4), the statute permits the listed corporate-word substitutions and geographic-attribution changes unless the articles provide otherwise.

Is a later effective date allowed?

Yes. Section 33-31-123(b) permits a stated later date within 90 days after filing, with close of business as the time if the document states a date but no time.

Statutes and sources

• S.C. Code §§ 33-31-1001–1006, -1030–1031 — amendment authority, voting, class votes, filing and restatement. South Carolina Legislature, Chapter 31. Accessed 2026-10-01; verbatim provisions above.
• S.C. Code §§ 33-31-120, -122–123, -704, -708 — signer, fee, effective time, consent and ballot. South Carolina Legislature, Chapter 31. Accessed 2026-10-01.