One holdout blocked a needed master-deed correction. A court dispensed with the unanimity requirement entirely
One holdout blocked a needed master-deed correction. A court dispensed with the unanimity requirement entirely
2026-09-19 · South Carolina · Courts
A Hilton Head horizontal property regime could not get the unanimous consent its correction required, because the owners who had encroached on limited common elements would not give it. A master ordered a special meeting and dispensed with the unanimity requirement. The Court of Appeals affirmed.1
Unpublished Opinion No. 2025-UP-181 was heard April 2, 2024 and filed June 4, 2025. It carries the Rule 268(d)(2), SCACR banner, so it has no precedential value — a limitation that matters here more than usual, and is addressed below.
The problem
South Beach Village Lagoon Villas II is an incorporated nonprofit regime in Beaufort County. Its master deed needed correcting: one unit's owners had encroached roughly 170 square feet onto limited common elements. Those owners refused to consent to the correction.
Section 27-31-60 of the Horizontal Property Act provides that ownership percentages "shall not be altered without the acquiescence of the co-owners representing all the apartments." Read strictly, one objector is a permanent veto.
The route the regime took
It petitioned under Section 33-31-160 of the Nonprofit Corporation Act. Subsection (c) allows a court order that "may dispense with any requirement relating to the holding of or voting at meetings or obtaining votes, including any requirement as to quorums or as to the number or percentage of votes needed for approval."
The master ordered a special meeting and dispensed with unanimity. The amendment passed with 52.183%. Notably, the objecting owners' own percentage interest actually rose slightly, from 15.939% to 15.995%.
How the court reconciled two statutes
The Court of Appeals held Section 33-31-160(c) confers broad equitable authority — an "escape valve" — and that this authority is not defeated by Section 27-31-60's unanimity language. Statutes are to be harmonised to avoid an absurd result, and leaving unanimity in place would have frozen the regime's finances and maintenance indefinitely.
The reasoning turns on incorporation. The Nonprofit Corporation Act supplied the remedy, which means the route was available because this regime was incorporated. A regime that never filed articles with the Secretary of State does not have the Nonprofit Corporation Act to petition under.
That distinction runs through South Carolina association law generally. The Department of Consumer Affairs makes the same point in its annual report, and directs homeowners to the Secretary of State's business entity search to find out whether their association is in fact incorporated.
Why the unpublished status matters more than usual
An unpublished South Carolina opinion carries no precedential value. It may be persuasive; it cannot be cited as binding authority. And the question here is one on which the published authority points in a more restrictive direction.
Six months after Taylor, the Court of Appeals published Heatley v. Mariner's Cay Marina Condo, LLC, holding a declarant's amendment void where it divested vested common-element interests without owner consent, and holding that Section 27-31-60 does not supply an amendment mechanism for divestment because it addresses relative percentage ownership.
The two decisions are not necessarily in conflict. They involve different actors and different moves:
- Heatley concerns a declarant unilaterally converting common elements into units it owned, outside any court process, with no consent from anyone.
- Taylor concerns an incorporated association petitioning a court, which ordered a meeting, at which a majority voted, to correct an encroachment — with the objectors' percentage interest slightly increased rather than reduced.
Still, the honest characterisation is that amendment power in a South Carolina regime is unresolved rather than settled. The restrictive statement is published; the permissive route is not. A board relying on Taylor is relying on persuasive authority about a statute the published case reads narrowly.
The third piece: how long anyone has to object
A separate unpublished decision supplies the time limit. In Leonard v. WildeWood Sections I-IV Homeowners Association, 2026-UP-339, filed July 1, 2026, challenges to an assignment of deed restrictions, to an amendment, and to a fee assessment were all held time-barred by the three-year limitations period in Section 15-3-530(1).2
So the practical sequence in South Carolina is: an amendment's validity may be genuinely contestable, and the window to contest it is three years — running, for a rule or assessment, from its adoption.
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