Nonprofit Corporation Board Meeting, Notice, Quorum, and Director Proxy Rules in South Carolina

At a glance

Requirements one by one

Meeting type, caller, and notice

Section 33-31-820(a) calls a meeting regular if the bylaws or board fixes its date, time, and place; every other meeting is special. Under § 33-31-822(d), the presiding officer, president, or at least 20 percent of directors in office may call and notify directors unless governing documents change the default. A special meeting ordinarily needs at least two days' notice of its date, time, and place, but not purpose. Under subsection (c), a corporation without members needs seven days' written notice for a board vote removing a director or approving a matter that would require members' approval if it had members, unless notice is waived.

Remote attendance, quorum, and vote

Section 33-31-820(c) permits a communication method by which all participating directors hear one another simultaneously; qualifying remote participants count as present. Section 33-31-824(a) measures default quorum by directors in office immediately before the meeting and forbids a document reduction below the greater of one-third of them or two directors. At a vote with quorum, a majority of directors present ordinarily acts for the board under subsection (b). That board-vote provision counts directors present; it supplies no director-proxy procedure.

Waiver and assent

Section 33-31-823 allows a signed written notice waiver filed with the minutes or records. Attendance also waives notice unless the director objects on arrival or before an improperly noticed matter's vote and then does not vote for or assent to it. Section 33-31-824(c) separately presumes assent to action by a present director unless the director makes the specified opening objection, records a vote against or dissent/abstention, or delivers written dissent/abstention as directed.

What trips people up

The two-day special-meeting default in § 33-31-822(b) does not erase subsection (c)'s seven-day written notice for specified actions of a corporation without members. A notice objection under § 33-31-823 also differs from a director's dissent from the decision under § 33-31-824(c).

Common questions

Can a meeting be held outside the state? Yes. Section 33-31-820(b) permits regular and special board meetings outside South Carolina.

Who calls the first organization meeting? Section 33-31-205(a) assigns the call to a majority of named initial directors, or to a majority of incorporators if the articles name no initial directors.

Statutes and sources

• S.C. Code § 33-31-205, current official chapter accessed September 30, 2026.
• S.C. Code § 33-31-820, current official chapter accessed September 30, 2026.
• S.C. Code § 33-31-822, current official chapter accessed September 30, 2026.
• S.C. Code § 33-31-823, current official chapter accessed September 30, 2026.
• S.C. Code § 33-31-824, current official chapter accessed September 30, 2026.