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The court of common pleas of Richland County may order any other form of relief which it deems proper in the circumstances.

(c) The authority of a foreign corporation to transact business in this State ceases on the date shown on the certificate revoking its certificate of authority.

(d) The Secretary of State's or Richland County Court of Common Pleas revocation of a foreign corporation's certificate of authority appoints the Secretary of State the foreign corporation's agent for service of process in any proceeding based on a cause of action that arose during the time the foreign corporation was authorized to transact business in this State. Service of process on the Secretary of State under this subsection is service on the foreign corporation. Upon receipt of process, the Secretary of State shall mail a copy of the process to the secretary of the foreign corporation at its principal office shown in its most recent notice of change of principal office or in any subsequent communications received from the corporation stating the current mailing address of its principal office, or, if none are on file, in its application for a certificate of authority.

(e) Revocation of a foreign corporation's certificate of authority does not terminate the authority of the registered agent of the corporation.
OFFICIAL COMMENT

Section 15.31 sets forth the method by which the certificate of authority may be revoked. The foreign corporation must be advised of the proposed revocation and have an adequate opportunity to take action to prevent the revocation from taking place. A foreign corporation that believes that it has been improperly treated may seek judicial review of the revocation pursuant to section 15.32.

Section 15.31 is based on section 14.21. See Official Comment to Section 14.21 for an explanation of the policies underlying section 15.31.
SOUTH CAROLINA REPORTERS' COMMENTS

This section is somewhat similar to both Sections 33-31-1421 and 33-15-310 of the South Carolina Business Corporation Act. The second part of subsection (c) is very similar to Section 33-31-1430(b) and is not a Model Act provision. See the South Carolina Reporters' Comments to sections 33-31-1421 and 33-31-1430.

Section 33-31-1532. Appeal from revocation.

(a) A foreign corporation may appeal the Secretary of State's revocation of its certificate of authority to the Richland County Court of Common Pleas within thirty days after the service of the certificate of revocation

(b) The court may summarily order the Secretary of State to reinstate the certificate of authority or may take any other action the court considers appropriate.

(c) The court's final decision may be appealed as in other civil proceedings.
OFFICIAL COMMENT

Section 15.32 authorizes a foreign corporation to appeal from the secretary of state's revocation of its certificate of authority. States adopting this section should indicate the court in which the appeal should be filed. Normally this should be a court in the county of the corporation's principal office or a court in the state capitol. States adopting this section should also specify the party who has the burden of proof and the standard for judicial review. See Official Comment to Section 1.26.
SOUTH CAROLINA REPORTERS' COMMENTS

This section is similar to the formerly applicable statute, Section 33-15-320 of the South Carolina Business Corporation Act.

Section 33-31-1601. Corporate records.

(a) A corporation shall keep as permanent records minutes of all meetings of its members and board of directors, a record of all actions taken by the members or directors without a meeting, and a record of all actions taken by committees of the board of directors as authorized by Section 33-31-825(d).

(b) A corporation shall maintain appropriate accounting records.

(c) A corporation or its agent shall maintain a record of its members in a form that permits preparation of a list of the name and address of all members, in alphabetical order by class, showing the number of votes each member is entitled to cast.

(d) A corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.

(e) A corporation shall keep a copy of the following records at its principal office:

(2) its bylaws or restated bylaws and all amendments to them currently in effect;

(3) resolutions adopted by its board of directors relating to the characteristics, qualifications, rights, limitations, and obligations of members or any class or category of members;

(4) the minutes of all meetings of members and records of all actions approved by the members for the past three years;

(5) all written communications to members generally within the past three years, including the financial statements furnished for the past three years under Section 33-31-1620;

(6) a list of the names and business or home addresses of its current directors and officers; and

(7) its most recent report of each type required to be filed by it with the Secretary of State under this chapter.
OFFICIAL COMMENT

Section 16.01 requires corporations to keep specified records. The remainder of the chapter deals with members' rights to inspect, copy and receive copies of these records and reports.

1. Permanent Records

Section 16.01(a) requires a corporation to keep permanent records of: (i) minutes of all meetings of its members and a record of all actions taken by its members by written ballot and written consent without a meeting (see sections 7.04 and 7.08); and (ii) minutes of all meetings of its directors, all actions taken by directors without a meeting, and all actions taken by committees of the board in place of the board (see section 8.25).

A corporation is required to keep permanent records of board committee actions only when: (i) the committee takes action in place of the board, and (ii) the committee is appointed pursuant to section 8.25. If the committee is appointed pursuant to section 8.25 but does not take action in place of the board, section 16.01(a) does not require a record of its activities. If the action taken is only advisory, section 16.01(a) does not require a record of the deliberations or advice.

Section 16.01(a) does not require a corporation to keep permanent records of non-board committee actions.

The underlying rationale of section 16.01(a) is that there should be a permanent record of actions taken by the members, the board and committees of the board acting in place of the board. The section does not require that the minutes or record of an action include a discussion of or reasons for an action. The amount of detail is left to the discretion of

2. Accounting Records

Section 16.01(b) requires a corporation to maintain "appropriate accounting records." The required records are the current accounting records of the corporation. Section 16.01(b) does not require that these records be kept permanent or address the question of how long accounting records should be kept. For tax, regulatory and record-keeping reasons each nonprofit corporation should determine how long it should keep its accounting records.

The question of what accounting records are "appropriate" depends on the nature, size and other characteristics of the corporation. Numerous nonprofit corporations have a relatively small amount of money and operate with volunteer staffs. In such cases, "appropriate accounting records" may be composed of checkbooks, canceled checks and receipts. In the case of entities with significant funds, more detailed accounting records are appropri- ate.

"Appropriate" records should allow the financial statements to be prepared in a fashion that fairly presents the financial condition and results of operations of the corporation. There is no requirement that accounting records be kept in accordance with generally accepted accounting principles. Many nonprofit corporations operate on a cash rather than an accrual basis. As accounting for nonprofit organizations is presently in a state of transition, no particular approach is required by the Model Act.

3. Membership Lists

Section 16.01(c) requires a corporation to maintain a record of its current members in a form that allows preparation of an alphabetical list of members, their addresses, by class, and an indication of the number of votes each member is entitled to cast. The records themselves do not have to be kept in this form. Sections 16.02 through 16.05 deal with the circumstances under which membership lists are available for inspection and copying.

4. Form of Records

Section 16.01(d) requires that corporate records be maintained in written form or another form capable of conversion into a written form within a reasonable time. This allows nonprofit organizations to keep records on microfilm or microfiche, in computer memory or in any other appropriate manner. The records must, however, be kept in a form that

5. Records Required at Principal Office

Section 16.01(e) requires that specified corporate records be kept at the principal office of the corporation. For domestic corporations the principal office of the corporation is defined in section 1.40(26) as an office in the state designated in the annual report filed pursuant to section 16.22. Section 16.22 requires a corporation to designate annually the address of its principal office in the state. In some instances, particularly for small nonprofit corporations, the home of an officer or director may be the principal office of the corporation.
SOUTH CAROLINA REPORTERS' COMMENTS

This section makes two changes from the previously applicable statute, Section 33-16-101 of the South Carolina Business Corporation Act: The requirement under subsection (d)(4) that records of members' actions be maintained has been lowered from ten to three years, and the requirement that tax returns be maintained has been deleted. In addition, under prior law, nonprofit corporations were required to make an annual report to the Department of Revenue and Taxation, and this report was required to be maintained. Nonprofit corporations are no longer required to make such reports. In certain circumstances, reports must be made to the Secretary of State, and the most recent of each of such reports must be maintained under subsection (e)(7).

Section 33-31-1602. Inspection of records by members.

(a) Subject to subsection (e) and Section 33-31-1603(c), a member is entitled to inspect and copy, at a reasonable time and location specified by the corporation, any of the records of the corporation described in Section 33-31-1601(e) if the member gives the corporation written notice or a written demand at least five business days before the date on which the member wishes to inspect and copy.

(b) Subject to subsection (e), a member is entitled to inspect and copy, at a reasonable time and reasonable location specified by the corporation, any of the following records of the corporation if the member meets the requirements of subsection (c) and gives the corporation written notice at least five business days before the date on which the member wishes to inspect and copy:

(1) excerpts from any records required to be maintained under Section 33-31-1601(a), to the extent not subject to inspection under Section 33-31-1602(a);

(2) accounting records of the corporation; and

(3) subject to Section 33-31-1605, the membership list.

(1) the member's demand is made in good faith and for a proper purpose;

(2) the member describes with reasonable particularity the purpose and the records the member desires to inspect; and

(3) the records are directly connected with this purpose.

(d) This section does not affect:

(1) the right of a member to inspect records under Section 33-31-720 or, if the member is in litigation with the corporation, to the same extent as any other litigant; or

(2) the power of a court, independently of this chapter, to compel the production of corporate records for examination.

(e) The articles or bylaws of a religious corporation may limit or abolish the right of a member under this section to inspect and copy any corporate record.
OFFICIAL COMMENT

1. Automatic Access to Certain Records

Section 16.02(a) gives each member the right to inspect and copy at a reasonable time and place the records described in section 16.01(e). This right is conditioned only upon the member giving the corporation written notice of the demand at least five business days before the date on which the member wishes to inspect and copy the records and paying any reasonable charge the corporation may impose pursuant to section 16.03(c). The member does not have to show that the demand is made in good faith for a proper purpose. Nor does the member have the show the purpose for the request or that the records are directly connected with the member's purpose.

2. Limited Access to Certain Records

Section 16.02(b) allows members to copy and inspect specified records, but imposes more conditions that section 16.02(a). Members have the right to inspect the following types of records:

(1) Excerpts of any meetings of the board, records of any action of a committee of the board as authorized by section 8.25 while acting in place of the board, minutes of any meeting of members and records of actions taken by members or directors without a meeting to the extent not subject to inspection under section 16.02(a).

(2) The accounting records of the corporation. See Official Comment to Section 16.01 for a discussion of what accounting records the corporation must keep.

A demand to copy and inspect records under section 16.01(b) must be made in good faith for a proper purpose. See section 16.02(c). The proper purpose must reasonably relate to the member's interest as a member, which may be boarder than a shareholder's interest in a business corporation. In addition, the member must describe with reasonable particularity the purpose and the records the member desires to inspect. The object of this requirement is to inform the corporation in general terms of the object of the member, not to limit the purpose of the inspection rights. Thus, for example, a request to contact fellow members concerning the corporation or a request to examine records to determine whether improper transactions have occurred or a charitable trust breached states a proper purpose.

3. Religious Corporations

The articles or bylaws of religious corporations may limit or abolish the rights of inspection set forth in section 16.02. If no limit is placed on these rights, members of religious corporations have the same inspection rights under section 16.02 as members of other nonprofit corporations. Even if the articles or bylaws limit the rights set forth in section 16.02, a member may still have other inspection rights. See section 16.02(d).

4. Additional Rights of Inspection

The rights set forth in section 16.02 may not be abolished or limited by a public benefit or mutual benefit corporation. Moreover the rights set forth in section 16.02 are not exclusive. Section 16.02(d) "provides that the right of inspection granted by section 16.02 is an independent right of inspection that is not a substitute for or in derogation of rights of inspection that may exist (1) under section 7.20, to inspect the [membership] list following the establishment of a record date for a meeting; (2) as part of a right of discovery that exists in connection with litigation; and (3) as a `common law' right of inspection, if any is found to exist by a court, to examine corporate records. Section [16.02(d)] simply preserves whatever independent right of inspection exists under these sources and does not create or recognize any rights, either expressly or by implication." Official Comment to Model Business Corporation Act Section 16.02.

This section replaces previously applicable statutory law found at Section 33-16-102 of the South Carolina Business Corporation Act. Several changes are made:

(1) Subsection (e) permits the articles or bylaws of a religious corporation to limit or abolish the right to inspect records under this section. Subsections (a) and (b) are made subject to this provision.

(2) There is no provision for inspection of tax returns, as is found at Section 33-16-102(a).

(3) Inspection under subsections (a) and (b) is to be made "at a reasonable time and reasonable location specified by the corporation", not during business hours at the corporation's principal office, as provided by Section 33-16-102.

(4) The right under subsection (b)(3) to see the membership list is made subject to Section 33-31-1605, which imposes limits on the availability of the membership list.

Section 33-31-1603. Scope of inspection rights.

(a) A member's agent or attorney has the same inspection and copying rights as the member the agent or attorney represents.

(b) The right to copy records under Section 33-31-1602 includes, if reasonable, the right to receive copies made by photographic, xerographic, or other means.

(c) The corporation may impose a reasonable charge, covering the costs of labor and material, for copies of any documents provided to the member. The charge may not exceed the estimated cost of production or reproduction of the records.

(d) The corporation may comply with a member's demand to inspect the record of members under Section 33-31-1602(b)(3) by providing the member with a list of its members that was complied no earlier than the date of the member's demand.
OFFICIAL COMMENT

Section 16.03 allows a member's agent and attorney to have the same inspection and copying rights as the member. These rights include the right, if reasonable, to receive copies made by photographic, xerographic or other means. In some instances corporations may keep records in bubble memories, computer disks or other nonprinted form. If reasonable, section 16.03 requires corporations to make copies of these records and charge the member for the cost of reproduction. The cost of reproduction includes the cost of preparing the information for reproduction and reproducing the information.

No change was made by this section from the previously applicable statute, Section 33-16-103 of the South Carolina Business Corporation Act.

Section 33-31-1604. Court-ordered inspection.

(a) If a corporation does not allow a member who complies with Section 33-31-1602(a) to inspect and copy any records required by that subsection to be available for inspection, the circuit court in the county where the corporation's principal office in this State, or, if none in this State, its registered office, is located may summarily order inspection and copying of the records demanded at the corporation's expense upon application of the member.

(b) If a corporation does not within a reasonable time allow a member to inspect and copy any other record, the member who complies with Section 33-31-1602(b) and (c) may apply to the circuit court in the county where the corporation's principal office in this State, or if none in this State, its registered office, is located for an order to permit inspection and copying of the records demanded. The court shall dispose of an application under this subsection on an expedited basis.

(c) If the court orders inspection and copying of the records demanded, it also shall order the corporation to pay the member's costs, including reasonable counsel fees, incurred to obtain the order unless the corporation proves that it refused inspection in good faith because it had a reasonable basis for doubt about the right of the member to inspect the records demanded.

(d) If the court orders inspection and copying of the records demanded, it may impose reasonable restrictions on the use or distribution of the records by the demanding member.
OFFICIAL COMMENT

1. Summary Procedure for Refusal to Comply with Section 16.02(a)

Members have the right under section 16.02(a) to inspect the records described in section 16.01(e) imply by showing that they are members of the corporation. If the corporation refuses to allow inspection of the records, the member or members may seek a summary order directing the corporation to allow inspection and copying at the corporation's expense. See section 16.02(e) for a list of the records that are subject to this summary procedure.

2. Expedited Procedure for Refusal to Comply with Section 16.02(b)

Members have the right to inspect and copy certain records under section 16.02(b) and, depending on state law, the common law. Members seeking to enforce these rights are entitled to a hearing on "an expedited basis." However, a member must comply with the requirements of

The Model Act does not indicate who should pay for inspection and copying of records if it is necessary to obtain a court order to enforce section 16.02(b) or common law rights. This matter is left to the discretion of the court.

3. Payment of Costs Including Reasonable Counsel Fees

If a court orders inspection and copying of records the corporation must pay the member's costs "including reasonable counsel fees" incurred in obtaining the order unless the corporation proves that its refusal is in good faith because it had a reasonable basis for doubt about the member's right to inspect the records. "This normally will involve reasonable doubt whether the [member] had the necessary good faith and proper purpose or whether the records demanded are directly connected to the [member's] purpose. The phrase "in good faith because it had a reasonable basis for doubt' establishes a partially objective standard, in that the corporation must be able to point to some objective basis for its doubt that the [member] was acting in good faith or had a purpose that was proper. For example, a corporation may point to earlier conduct of the [member] involving improper use of information obtained from the corporation in the past as indicating that reasonable doubt existed as to his present purpose. A corporation may not avoid the imposition of costs under this section merely by showing it had no information one way or the other about the issues in controversy." Official Comment to Model Business Corporation Act Section 16.04. See section 16.05 for limitations on the uses to which membership lists can be put.
SOUTH CAROLINA REPORTERS' COMMENTS

No change is made by this section from the previously applicable statute, Section 33-16-104 of the South Carolina Business Corporation Act. Under this section, inspection and copying of lists of contributors is not a matter of membership right.

Section 33-31-1605. Limitations on use of membership list.

Without consent of the board, a membership list or any part of a membership list may not be obtained or used by a person for any purpose unrelated to a member's interest as a member. Without limiting the generality of the foregoing, without the consent of the board a membership list or any part of the list may not be:

(1) used to solicit money or property unless the money or property will be used solely to solicit the votes of the members in an election to be held by the corporation;

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