Nonprofit Corporation Director Removal and Vacancy Requirements in South Carolina

At a glance

Requirements one by one

Match removal power to the seat

South Carolina members entitled to elect directors ordinarily do so at annual meetings unless articles or bylaws specify another election method, appointment, or designation. Without members entitled to elect, the documents control selection; absent a method, the board elects (§ 33-31-804).

Members may remove a director they elected without cause. A group-elected director may be removed only by the class, chapter, unit, region, or geographic group that elected the seat. Votes cast for removal must suffice to elect the director, with a cumulative-vote safeguard for votes cast against removal (§ 33-31-808(a)–(d)).

A board-elected director can be removed without cause by two-thirds of directors then in office, or a greater number in articles or bylaws. Members, rather than the board, may remove without cause a director the board chose to fill a member-elected seat (§ 33-31-808(h)). The board may also remove a director for reasons stated in the articles or bylaws at the start of the term by a majority of directors then in office (§ 33-31-808(i)). A religious corporation's documents may limit these routes or specify another vote or procedure (§ 33-31-808(j)).

A designated director may be removed through an amendment deleting or changing the designation. The person who appointed a director may ordinarily remove that director without cause by written notice to the director and the presiding officer, president, or secretary. Appointer removal takes effect when notice is effective unless it gives a future date (§ 33-31-809).

Court removal

The circuit court for the corporation's South Carolina principal-office county, or registered-office county if no in-state principal office exists, may remove a director. The corporation, members holding at least five percent of any class's power to elect directors, or the attorney general for a public benefit corporation may begin the proceeding. The court must find specified fraud, dishonesty, gross abuse, or a final duty-violation judgment and removal in the corporation's best interest; it may bar board service for a period. A religious corporation's documents may limit or prohibit this route (§ 33-31-810).

Resignation and vacancies

A director may resign by written notice to the board, its presiding officer, president, or secretary. Resignation is effective when notice is effective unless a later date is specified. The board may fill a later vacancy early while delaying the successor's start (§ 33-31-807).

Unless the documents vary the default, members or the board may fill an ordinary vacancy, including an added seat. If members fill a group-elected seat, only that group's members vote. A majority of all remaining directors may fill a vacancy even if they lack a quorum (§ 33-31-811(a)). The appointer fills an appointed seat unless documents vary the rule; a designated vacancy follows the documents and cannot be filled by the board without an applicable provision (§ 33-31-811(b)–(c)).

A future vacancy may be filled before it occurs, but the new director cannot take office until then (§ 33-31-811(d)). Unless the documents say otherwise, a member-seat replacement serves to the next director election by members; another replacement serves the unexpired term (§ 33-31-805(c)).

What trips people up

Member removal of a member-elected director takes place only at a purpose-called meeting, with removal in its notice (§ 33-31-808(e)). A board can use unanimous written consent unless articles or bylaws vary that route (§ 33-31-821). For a corporation without members, however, board removal is invalid unless each director gets at least seven days' written notice of a board-meeting vote or waives notice (§ 33-31-822(c)). An ordinary special board meeting otherwise requires at least two days' notice of date, time, and place (§ 33-31-822(b)).

Common questions

May a board below quorum fill a vacancy? Yes. A majority of all remaining directors may fill an ordinary vacancy, subject to document and seat-specific rules (§ 33-31-811(a)(3)).

Can members remove a board-filled member seat without cause? Yes. The board cannot use its own without-cause removal power for that seat (§ 33-31-808(h)).

Can the attorney general ask to remove a director? For a public benefit corporation, yes, if the statutory grounds and best-interest findings are met (§ 33-31-810(a)).

Statutes and sources

The official South Carolina Code, Chapter 33-31 was accessed October 2, 2026. Verbatim statutory text appears in the source entries above.

• S.C. Code § 33-31-804: official text, accessed October 2, 2026.
• S.C. Code § 33-31-805: official text, accessed October 2, 2026.
• S.C. Code § 33-31-807: official text, accessed October 2, 2026.
• S.C. Code § 33-31-808: official text, accessed October 2, 2026.
• S.C. Code § 33-31-809: official text, accessed October 2, 2026.
• S.C. Code § 33-31-810: official text, accessed October 2, 2026.
• S.C. Code § 33-31-811: official text, accessed October 2, 2026.
• S.C. Code § 33-31-821: official text, accessed October 2, 2026.
• S.C. Code § 33-31-822: official text, accessed October 2, 2026.