South Carolina · Chapter NP
South Carolina Nonprofit Corporation Act (S.C. Code Title 33 Ch. 31) — Plain-English Summary
Every section of this body of law translated into plain English for South Carolina board members and homeowners.
General provisions
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§33-31-140
Defines articles, board of directors, bylaws, member, notice, and the other corporate words the South Carolina Nonprofit Corporation Act uses. Most incorpora…
Records
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§33-31-1601
A corporation must keep permanent minutes of member and board meetings and of actions without a meeting, maintain accounting records, and keep an alphabetica…
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§33-31-1602
A member may inspect the §33-31-1601(e) records at a reasonable time and place on at least five business days' written notice, no reason required. Accounting…
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§33-31-1603
A member's agent or attorney has the same inspection rights. The corporation may impose a reasonable charge covering the costs of labor and material for copies.
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§33-31-1604
If the corporation refuses a required inspection, the circuit court may summarily order inspection and copying and may award costs and attorney fees unless t…
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§33-31-1605
Without consent of the board, a membership list or any part of it may not be used to solicit money or property unless the money or property will be used sole…
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§33-31-1620
A corporation, on written demand from a member, shall furnish the latest annual financial statements, which may be consolidated or combined, including a bala…
Incorporation
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§33-31-201
One or more persons may incorporate a South Carolina nonprofit by delivering articles of incorporation to the Secretary of State.
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§33-31-202
Articles must state the corporate name, registered office and agent, incorporators, and whether the corporation will have members.
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§33-31-206
The incorporators or the board adopt bylaws. Bylaws may contain any provision for managing the corporation that is not inconsistent with law or the articles.…
Purposes and powers
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§33-31-301
A nonprofit corporation may engage in any lawful activity unless the articles state a narrower purpose. An association's purpose is typically operating the c…
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§33-31-302
Unless the articles say otherwise, a nonprofit has perpetual duration and the powers of an individual to carry on its affairs. The Horizontal Property Act ad…
Members
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§33-31-601
The articles or bylaws may set membership criteria. No one is a member without consent. In a regime or a planned community, membership is automatic with owne…
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§33-31-610
All members have the same rights and obligations as to voting, dissolution, redemption, and transfer unless the articles or bylaws create classes. A regime's…
Member meetings
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§33-31-701
A corporation with members must hold a membership meeting annually at a time stated in or fixed in accordance with the bylaws. Annual and regular meetings ma…
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§33-31-702
A corporation with members must hold a special meeting of members on call of the board or of persons authorized in the articles or bylaws, or on written dema…
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§33-31-704
Member-meeting notice must be fair and reasonable. Notice is fair and reasonable if it states place, date, and time and is given no fewer than 10 days and no…
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§33-31-705
A member may waive notice in writing. Attendance waives objection to notice unless the member objects at the beginning of the meeting to holding it.
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§33-31-707
Unless the articles or bylaws forbid it, members may take any action they could take at a meeting by written ballot, with the form and timing this section re…
Voting
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§33-31-720
After the record date the corporation prepares an alphabetical list of members entitled to notice and to vote. Members may inspect the list as this section p…
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§33-31-721
Unless the articles or bylaws provide otherwise, each member has one vote. A regime's master-deed percentages, not this default, control allocated votes in a…
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§33-31-722
Unless the articles or bylaws require a greater or lesser number, a members' quorum is 10 percent of the votes entitled to be cast. A horizontal property reg…
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§33-31-723
If a quorum is present, a majority of the votes cast is the act of the members unless the articles, bylaws, or this chapter require a greater number.
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§33-31-724
Unless the articles or bylaws provide otherwise, a member may vote by proxy. A proxy is valid for 11 months unless it states a longer term.
Directors
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§33-31-801
Each corporation must have a board of directors. All corporate powers are exercised by or under the authority of the board, and affairs are managed under its…
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§33-31-802
A director must be an individual. The articles or bylaws may prescribe other qualifications. A regime or HOA often requires directors to be owners.
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§33-31-803
A board must consist of three or more individuals, with the number specified in or fixed in accordance with the articles or bylaws.
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§33-31-804
If the corporation has members, all directors (except the initial board) are elected at the first annual members' meeting and at each annual meeting thereaft…
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§33-31-805
The terms of the initial directors expire at the first members' meeting at which directors are elected. The terms of all other directors expire at the next a…
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§33-31-807
A director may resign at any time by delivering written notice to the board, its presiding officer, or the corporation.
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§33-31-808
The members may remove one or more directors elected by them with or without cause unless the articles provide that directors may be removed only for cause. …
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§33-31-811
Unless the articles or bylaws provide otherwise, the remaining directors may fill a vacancy, including a vacancy from an increase in the number of directors,…
Board meetings
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§33-31-820
A board may hold regular or special meetings in or out of this State. Unless the articles or bylaws provide otherwise, the board may let directors participat…
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§33-31-821
Unless the articles or bylaws provide otherwise, the board may act without a meeting if the action is taken by all members of the board and evidenced by sign…
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§33-31-822
Regular board meetings may be held without notice unless the articles, bylaws, or this chapter require it. Special meetings must be preceded by at least two …
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§33-31-824
Unless the articles or bylaws require more, a board quorum is a majority of the directors in office immediately before the meeting. The articles or bylaws ma…
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§33-31-825
Unless the articles or bylaws provide otherwise, the board may create committees and appoint directors to serve on them. A committee may exercise board autho…
Director duties
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§33-31-830
A director shall discharge duties in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, an…
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§33-31-831
A conflict-of-interest transaction is not voidable if it is fair to the corporation or is authorized after disclosure as this section provides.
Officers
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§33-31-840
A corporation has the officers described in its bylaws or appointed by the board in accordance with the bylaws. The same individual may simultaneously hold m…
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§33-31-842
An officer with discretionary authority shall discharge duties in good faith, with ordinary care, and in a manner the officer reasonably believes to be in th…
Frequently asked about Chapter NP
- What is South Carolina Chapter NP?
- South Carolina Chapter NP — the South Carolina Nonprofit Corporation Act (S.C. Code Title 33 Ch. 31) — is the body of law that governs how every South Carolina nonprofit corporation is structured, operated, and held accountable. It covers governance, voting, records, assessments, fining, and most of the day-to-day legal questions a board will face.
- How many sections are in Chapter NP?
- Chapter NP contains 41 sections in this reference. Each is summarized in plain English on its own page, with links to the official text at scstatehouse.gov.
- Is the summary on this site legal advice?
- No. These pages are plain-English summaries prepared by SoShiny for board members and managers. For binding legal advice or interpretation of how a section applies to your specific situation, consult a South Carolina-licensed attorney.
- How often does South Carolina Chapter NP change?
- The South Carolina General Assembly can amend any chapter in any session. We update these summaries when we re-import the official text — see the 'Last updated' date on each section page.
- Does SoShiny enforce Chapter NP for me?
- No software 'enforces' a statute — but SoShiny is built around it. Voting, meeting minutes, records access, fining workflow, and audit trails are designed to meet this body of law's requirements out of the box, so the board can demonstrate good-faith compliance if challenged.
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