Nonprofit Corporation Bylaw Adoption and Amendment Requirements in South Carolina

At a glance

Requirements one by one

Initial adoption and organization

Section 33-31-206(a) says the incorporators or board “shall adopt bylaws for the corporation.” If initial directors are named in the articles, those directors organize after incorporation, appoint officers, and adopt bylaws. Otherwise incorporators meet to elect directors or a board that completes organization under § 33-31-205(a). Incorporators may use written consents signed by each incorporator instead of a meeting under subsection (b).

Content and later board power

Bylaws may regulate management and affairs if consistent with law and the articles under § 33-31-206(b). The board may amend or repeal them under § 33-31-1021(a), subject to a statutory or articles reservation, a particular member-protected clause, or required approval under § 33-31-1030. Members can amend or repeal even if the board also has power. When the corporation has no members or none entitled to vote on a bylaw amendment, § 33-31-1020 permits incorporator amendments until directors are chosen and board amendments thereafter; a board amendment then requires a majority of directors in office.

Member voting and classes

For member action, § 33-31-723(a) ordinarily requires affirmative votes of the votes represented and voting at quorum, with those affirmative votes also constituting a majority of the required quorum. Section 33-31-722(a) sets a default quorum of 10% of entitled votes. Section 33-31-704 permits written member consent representing at least 80% of voting power unless the articles or bylaws limit or prohibit it, followed by notice to nonsigners.

Section 33-31-1022 makes class approval depend on the entity type. A public benefit class votes separately on unequal changes to its voting rights; a mutual benefit class has a broader list of protected membership rights; a religious class gets a separate vote only if the articles or bylaws provide one. When required, the default class vote is two-thirds of votes cast by the class or a majority of its voting power, whichever is less.

Amendment notice and protected provisions

A member meeting to adopt, amend, or repeal bylaws needs a notice identifying that purpose and a copy or summary of the proposal under § 33-31-1021(c). Section 33-31-705 requires fair and reasonable notice consistent with the bylaws; its stated safe harbor is generally 10 to 60 days before the meeting, or at least 30 days for specified mail. For a board amendment without voting members, § 33-31-1020 requires purpose and proposal notice under the seven-day written-notice provision in § 33-31-822(c).

A dues-only amendment needs member approval unless the articles say otherwise under § 33-31-1021(d). Members control a bylaw fixing a higher member quorum or vote under § 33-31-1023; member-adopted higher board quorum or vote rules receive protection under § 33-31-1024. The same-or-greater rule in §§ 33-31-722(c), -723(c), and -1023 applies to changing quorum or voting thresholds. Only articles of a public benefit or religious corporation may require a specified third person's written approval under § 33-31-1030. Section 33-31-1031 adds notice and a two-thirds-of-each-class vote for specified amendments terminating or canceling memberships.

Emergency bylaws and access

Unless the articles provide otherwise, directors may adopt, amend, or repeal emergency-only bylaws under § 33-31-207. A catastrophic event that prevents a director quorum from being readily assembled triggers them. Consistent regular bylaws remain effective; emergency bylaws cease to apply when the emergency ends, and members may amend or repeal them.

Section 33-31-1601(e) requires the current bylaws and amendments at the principal office. Under § 33-31-1602(a), a member may inspect and copy them at a reasonable time and location after giving at least five business days' written notice or demand.

What trips people up

A board's ordinary amendment power can stop at a member-protected clause. Section 33-31-1021(a)(2) allows members to bar board adoption, amendment, or repeal of a particular bylaw or any bylaw on the same subject. The no-voting-member majority-of-directors-in-office rule in § 33-31-1020 is also different from the ordinary majority-present board vote in § 33-31-824(b).

Common questions

Do religious corporations use the same automatic class vote as mutual benefit corporations? No. Section 33-31-1022(c) gives a religious class a separate bylaw vote only when its articles or bylaws provide one.

May the board change dues by itself? A dues-only amendment needs member approval unless the articles say otherwise under § 33-31-1021(d).

Where are the current bylaws kept? Section 33-31-1601(e)(2) requires them and their current amendments at the principal office.

Statutes and sources

• S.C. Code § 33-31-205, accessed 2026-09-30.
• S.C. Code § 33-31-206, accessed 2026-09-30.
• S.C. Code § 33-31-207, accessed 2026-09-30.
• S.C. Code § 33-31-1020, accessed 2026-09-30.
• S.C. Code § 33-31-1021, accessed 2026-09-30.
• S.C. Code § 33-31-1022, accessed 2026-09-30.
• S.C. Code § 33-31-1023, accessed 2026-09-30.
• S.C. Code § 33-31-1024, accessed 2026-09-30.
• S.C. Code § 33-31-1030, accessed 2026-09-30.
• S.C. Code § 33-31-1031, accessed 2026-09-30.
• S.C. Code § 33-31-722, accessed 2026-09-30.
• S.C. Code § 33-31-723, accessed 2026-09-30.
• S.C. Code § 33-31-704, accessed 2026-09-30.
• S.C. Code § 33-31-705, accessed 2026-09-30.
• S.C. Code § 33-31-822, accessed 2026-09-30.
• S.C. Code § 33-31-824, accessed 2026-09-30.
• S.C. Code § 33-31-1601, accessed 2026-09-30.
• S.C. Code § 33-31-1602, accessed 2026-09-30.