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South Carolina · Through 2025 Session of the General Assembly

S.C. Code Ann. § 33-8-110: Vacancy on board.

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Where this section sits in the code
  1. Title 33 - CORPORATIONS, PARTNERSHIPS AND ASSOCIATIONS
  2. CHAPTER 8 Directors and Officers
  3. ARTICLE 1 Board of Directors

(a) Unless the articles of incorporation provide otherwise, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors:

(1) the shareholders may fill the vacancy;

(2) the board of directors may fill the vacancy; or

(3) if the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.

(b) If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group may fill the vacancy.

(c) A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under Section 33-8-108(b) or otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.

(d) If, by reason of death, resignation, or other cause, a corporation has no directors in office, then any officer or any shareholder or an executor, administrator, trustee, or guardian of a shareholder or other fiduciary entrusted with like responsibility for the person or estate of a shareholder may call for a special meeting of shareholders to elect directors or may apply to the court for an order requiring election of directors.

Collected 2026-09-02T07:02:54Z. Source file · JSON

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