Nonprofit Corporation Board Action Without a Meeting in South Carolina
At a glance
| Governing law and documents | Nonprofit Corporation Act § 33-31-821; articles or bylaws may provide otherwise |
|---|---|
| Covered actions and limits | Action required or permitted at board meeting under ch. 31; committee has delegated-power and subject limits (§§ 33-31-821(a), 33-31-825(d)–(e)) |
| Required consent threshold | Every board member signs; same rule applies to committee members (§§ 33-31-821(a), 33-31-825(c)) |
| Notice and objection | § 33-31-821 requires all members' signatures; it states no separate consent notice or objection procedure |
| Committee action | Board consent rule applies to committees and their members; committee must have delegated authority (§ 33-31-825(c)–(e)) |
| Form, signature, and electronic method | One or more written consents describing action, signed by each director or committee member (§§ 33-31-821(a), 33-31-825(c)) |
| Delivery and records | Include consents in minutes filed with corporate records; permanently keep record of no-meeting actions (§§ 33-31-821(a), 33-31-1601(a)) |
| Effective time and revocation | Effective when last director signs unless consent specifies different effective date (§ 33-31-821(b)) |
| Legal effect and exceptions | Effect of meeting vote; may be described that way in any document (§ 33-31-821(c)) |
Requirements one by one
Signatures and corporate record
S.C. Code § 33-31-821(a) allows an action normally taken at a board meeting to be taken by all board members without a meeting, unless the articles or bylaws provide otherwise. One or more written consents must describe the action, bear every director's signature, and be included in minutes filed with corporate records. S.C. Code § 33-31-1601(a) separately requires a permanent record of actions taken without a meeting.
Effective date and legal effect
S.C. Code § 33-31-821(b) makes the action effective when the last director signs, unless the consent specifies another effective date. Under § 33-31-821(c), it has the effect of a meeting vote and may be described that way in a document.
What trips people up
The statute permits several written consents for one action, but each director still has to sign. The committee rule in § 33-31-825(c) extends this procedure to committee members; a committee's authority remains limited by its delegation and the express exceptions in § 33-31-825(d)–(e).
Common questions
May a committee act without a meeting?
Yes. S.C. Code § 33-31-825(c) applies §§ 33-31-820 through 33-31-824, including the written-consent rule, to committees and their members. S.C. Code § 33-31-825(e) excludes specified matters such as adopting or amending the articles or bylaws.
Is separate notice required after unanimous consent?
S.C. Code § 33-31-821(a) requires every director to sign the written consent and states no separate post-consent notice procedure.
Statutes and sources
- S.C. Code § 33-31-821 — board consent, record, effective date, and vote effect; accessed October 1, 2026.
- S.C. Code § 33-31-825(c)–(e) — committee application and limits; accessed October 1, 2026.
- S.C. Code § 33-31-1601(a) — permanent action records; accessed October 1, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
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