What the statute requires
- Governing statute
- South Carolina Nonprofit Corporation Act of 1994, S.C. Code sections 33-31-101 to 33-31-1708
- Minimum directors
- 3. Section 33-31-803(a) says a board of directors "must consist of three or more directors," with the number specified in or fixed in accordance with the articles or bylaws. Subsection (b) adds that the number may be increased or decreased but never below three. There is no smaller floor for a corporation without members. Section 33-31-802 requires directors to be natural persons and lets the articles or bylaws add other qualifications.
- Term length
- The articles or bylaws may specify terms, and apart from designated or appointed directors, a term may not exceed five years (section 33-31-805(a)). If no term is specified, each director serves one year. Directors may be elected for successive terms. A director whose term has expired keeps serving until a successor is elected, designated, or appointed and qualifies, or until the number of directors is reduced.
- Term limits
- Not specified by statute.
- Quorum
- A majority of the directors in office immediately before the meeting begins, unless the articles or bylaws say otherwise (section 33-31-824(a)). The articles or bylaws may never set the quorum below the greater of one-third of the directors in office or two directors. If a quorum is present when a vote is taken, a majority of the directors present is the act of the board unless a greater number is required.
- Annual meeting
- A corporation with members must hold a membership meeting annually at a time stated in or fixed in accordance with the bylaws (section 33-31-701(a)). At that meeting the president and the chief financial officer report on the activities and financial condition of the corporation. Failing to hold the meeting on time does not affect the validity of corporate action. Since 2023 members may participate and vote by remote communication if the board authorizes it. The Act sets no minimum number of board meetings and no annual meeting requirement for a corporation without members.
- Conflict of interest
- Section 33-31-831 defines a conflict of interest transaction as one with the corporation in which a director has a direct or indirect interest. For a public benefit or religious corporation the transaction may be authorized, approved, or ratified by the board or a committee if the material facts of the transaction and the director's interest are disclosed or known and the approving directors reasonably believe in good faith that the transaction is fair, or it may be approved by the Attorney General or by the circuit court for Richland County in an action joining the Attorney General. Approval takes an affirmative vote of a majority of the directors with no direct or indirect interest, and a transaction may not be approved by a single director. A conflict transaction is also safe if it was fair to the corporation when it was entered into.
- Removing a director
- Members may remove a director they elected without cause, and only at a meeting called for that purpose with notice saying so (section 33-31-808). A director may be removed only if the votes cast to remove would have been enough to elect that director. A director elected by the board may be removed without cause by a vote of two-thirds of the directors then in office, or a greater number set in the articles or bylaws, except that a board-elected director filling a member-elected seat may be removed only by the members. If the articles or bylaws listed removal grounds when the term began, the board may remove for those grounds on a majority vote of the directors then in office. Section 33-31-810 lets the circuit court remove a director for fraudulent or dishonest conduct or gross abuse of authority or discretion, on a case brought by the corporation, by members holding five percent of the voting power, or by the Attorney General for a public benefit corporation.
- Recurring state filing
- Chapter 31 does not require a nonprofit corporation to file an annual report with the Secretary of State. A charitable organization that solicits contributions in South Carolina does file with the Secretary of State: a registration statement under S.C. Code section 33-56-30 with a fifty dollar fee, and an annual report of financial activities under section 33-56-60 covering the preceding fiscal year, due within four and one-half months of the close of that year unless an extension is granted. A completed IRS Form 990, 990-EZ, or 990-PF may be filed instead of the state financial report form.
What's particular to South Carolina
South Carolina sorts every nonprofit corporation into one of three boxes, and the box changes the rules. Section 33-31-1706 makes any corporation recognized as exempt under section 501(c)(3) a public benefit corporation, treats corporations organized primarily or exclusively for religious purposes as religious corporations, and sweeps everything else into the mutual benefit category. Public benefit and religious corporations get the Attorney General's oversight, and mutual benefit corporations follow a different conflict-of-interest route.
The Attorney General is an available approval route, not just an enforcer. Under section 33-31-831(b)(2) a public benefit or religious corporation may clear a conflict of interest transaction by obtaining approval from the Attorney General, or from the circuit court for Richland County with the Attorney General joined as a party, either before or after the transaction closes.
Public benefit and religious corporations may not lend money to or guarantee the obligation of a director or officer at all (section 33-31-832(a)). The prohibition is absolute for those two categories, with no disclosure-and-approval exception.
Boards without members carry a longer notice fuse. Section 33-31-822(c) says that in a corporation without members, a board action to remove a director, or to approve anything that would need member approval if there were members, is not valid unless every director received at least seven days' written notice that the matter would be voted on, or waived notice.
This is a summary, not legal advice.
We cite the statute so you can read it yourself, and we last checked these on September 2, 2026. Statutes change, courts interpret them, and your own bylaws may impose stricter rules than the state does. Before you rely on any of this for a decision that matters, have a lawyer licensed in South Carolina review it.
Knowing the rule is the easy part.
Staying compliant means knowing whose term ends in March, whether you'll still have quorum after it does, and who hasn't signed this year's conflict of interest form. Board Manager tracks all three and tells you before they become a problem.
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