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(b) If the street address of a registered agent's office is changed, the registered agent may change the street address of the registered office of any corporation for which the registered agent is the registered agent by notifying the corporation in writing of the change and by signing, either manually or in facsimile, and delivering to the Secretary of State Department of Commerce for filing a statement that complies with the requirements of subsection (a) and recites that the corporation has been notified of the change."

SECTION 251. Section 33-31-1509 of the 1976 Code, as added by Act 384 of 1994, is amended to read:

"Section 33-31-1509. (a) The registered agent of a foreign corporation may resign as agent by signing and delivering to the Secretary of State Department of Commerce the original and two exact or conformed copies of a statement of resignation. The statement may include a statement that the registered office is also discontinued.

(b) After filing the statement, the Secretary of State Department of Commerce shall mail one copy to the registered office, if not discontinued, and the other copy to the corporation at its principal office as shown in its application for certificate of authority or most recent notice of change of principal office.

(c) The agency appointment is terminated, and the registered office discontinued if so provided, on the thirty-first day after the date on which the statement was filed."

SECTION 252. Section 33-31-1515 of the 1976 Code, as added by Act 384 of 1994, is amended to read:

"Section 33-31-1515. If a foreign corporation changes the location of its principal office, then within thirty days of the date of the change the corporation shall file a notice of change of principal office with the Secretary of State Department of Commerce. The notice of change shall set forth:

(1) the name of the corporation; and

(2) the current street address, with zip code, of the corporation's principal office and the address of the former principal office."

SECTION 253. Section 33-31-1520 of the 1976 Code, as added by Act 384 of 1994, is amended to read:

"Section 33-31-1520. (a) A foreign corporation authorized to transact business in this State may not withdraw from this State until it obtains a certificate of withdrawal from the Secretary of State Department of Commerce.

(1) the name of the foreign corporation and the name of the state or country under whose law it is incorporated;

(2) that it is not transacting business in this State and that it surrenders its authority to transact business in this State;

(3) that it revokes the authority of its registered agent to accept service on its behalf and appoints the Secretary of State Director of the Department of Commerce as its agent for service of process in any proceeding based on a cause of action arising during the time it was authorized to do business in this State;

(4) a mailing address to which the Secretary of State Director of the Department of Commerce may mail a copy of any process served on him under item (3); and

(5) a commitment to notify the Secretary of State Department of Commerce during the six years following the delivery of the certificate of withdrawal of any change in the mailing address.

(c) After the withdrawal of the corporation is effective, service of process on the Secretary of State Director of the Department of Commerce under this section is service on the foreign corporation. Upon receipt of process, the Secretary of State director shall mail a copy of the process to the foreign corporation at the post office address set forth in its application for withdrawal."

SECTION 254. Section 33-31-1530 of the 1976 Code, as added by Act 384 of 1994, is amended to read:

"Section 33-31-1530. (a) The Secretary of State Department of Commerce may commence a proceeding under Section 33-31-1531(a) to revoke the certificate of authority of a foreign corporation authorized to transact business in this State if:

(1) the foreign corporation does not deliver a notice of change of principal office when due;

(2) the foreign corporation is without a registered agent or registered office in this State;

(3) the foreign corporation does not inform the Secretary of State department that its registered agent or registered office has been changed, that its registered agent has resigned, or that its registered office has been discontinued;

(4) the corporation's period of duration, if any, stated in its articles of incorporation expires;

(6) that the corporation has been adjudicated bankrupt pursuant to Chapter 7 of the United States Bankruptcy Code.

(b) The Richland County Court of Common Pleas under Section 33-31-1531(b) may revoke the certificate of authority of a foreign corporation authorized to transact business in this State in a proceeding by the Attorney General if it is established that:

(1) the corporation obtained its articles of incorporation through fraud;

(2) the corporation has continued to exceed or abuse the authority conferred upon it by law;

(3) the corporation is a public benefit corporation and the assets are being misapplied or wasted;

(4) the corporation is a public benefit corporation and it is no longer able to carry out its purposes;

(5) the corporation has improperly solicited money or has fraudulently used the money solicited; or,

(6) the corporation has carried on, conducted, or transacted its business or affairs in a persistently fraudulent or illegal manner.

The enumeration of the grounds in items (1) through (6) revoking the authority shall not exclude actions or special proceedings by the Attorney General or other state official for revoking the authority of a foreign nonprofit corporation for other causes as provided in this chapter or in any other statute of this State."

SECTION 255. Section 33-31-1531 of the 1976 Code, as added by Act 384 of 1994, is amended to read:

"Section 33-31-1531. (a) Upon determining that one or more grounds exist under Section 33-31-1530(a) to revoke a certificate of authority of a foreign nonprofit corporation, the Secretary of State Department of Commerce may serve the foreign corporation with written notice of that determination pursuant to Section 33-31-1510.

If the foreign corporation does not correct each ground for revocation or demonstrate to the reasonable satisfaction of the Secretary of State department that each ground for revocation determined by the Secretary of State department does not exist within sixty days after service of the notice is perfected under Section 33-31-1510, the Secretary of State department shall revoke the foreign corporation's certificate of authority

(b) If the court of Common Pleas of Richland County determines that one or more grounds for revoking the foreign nonprofit's authority to transact business as described in Section 33-31-1530(b) exists, it may enter a decree dissolving the corporation and specifying the effective date of the dissolution, and the clerk of the court shall deliver a certified copy of the decree to the Secretary of State Department of Commerce, who shall file it without charging any fee.

Before revoking the foreign nonprofit corporation's authority to transact business in this State, the court shall consider whether:

(1) there are reasonable alternatives to revoking the authority;

(2) revoking the authority is in the public interest, if the corporation is a public benefit corporation; and,

(3) revoking the authority is the best way of protecting the interests of members, if the corporation is a mutual benefit corporation.

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 Department of Commerce's or Richland County Court of Common Pleas revocation of a foreign corporation's certificate of authority appoints the Secretary of State Director of the Department of Commerce 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 director under this subsection is service on the foreign corporation. Upon receipt of process, the Secretary of State director 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."

"Section 33-31-1532. (a) A foreign corporation may appeal the Secretary of State's Department of Commerce'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 was received. The foreign corporation appeals by petitioning the court to set aside the revocation and attaching to the petition copies of its certificate of authority and the Secretary of State's Department of Commerce's certificate of revocation.

(b) The court may summarily order the Secretary of State Department of Commerce 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."

SECTION 257. Section 33-31-1601 of the 1976 Code, as added by Act 384 of 1994, is amended to read:

"Section 33-31-1601. (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:

(1) its articles or restated articles of incorporation and all amendments to them currently in effect;

(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;

(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 Department of Commerce under this chapter."

SECTION 258. Section 33-31-1701 of the 1976, as added by Act 384 of 1994, is amended to read:

"Section 33-31-1701. (a) This chapter applies to all domestic corporations which on this chapter's effective date were governed by Title 33, Chapter 31 of the 1976 Code.

(b) This chapter applies to each domestic corporation in existence on its effective date, organized other than under Title 33, Chapter 31, Code of Laws of South Carolina, 1976, upon such corporation's filing with the Secretary of State Department of Commerce an irrevocable election to be governed by the provisions of this chapter. The irrevocable election shall contain all the information required by, and may include any other matter permitted by, Section 33-31-202 (except that information required by subsection (a)(4), relating to the incorporators, is not required). The irrevocable election shall be signed by the presiding officer of its board (or other governing body), its president, by another of its officers, or any other person, regardless of designation, whose functions are those of, or equivalent to such officer.

(c) This chapter applies to all domestic corporations resulting from the merger of any corporation with a corporation organized under this chapter, when the latter is designated as the surviving corporation."

SECTION 259. Section 33-31-1706 of the 1976 Code, as added by Act 384 of 1994, is amended to read:

"Section 33-31-1706. (a) On the effective date of this chapter, each domestic corporation that is or becomes subject to this chapter shall be designated as a public benefit, mutual benefit, or religious corporation as follows:

(1) any corporation designated by statute as a public benefit corporation, a mutual benefit corporation, or a religious corporation is the type of corporation designated by statute;

(2) any corporation that does not come within subsection (1) but is organized primarily or exclusively for religious purposes is a religious corporation;

(4) any corporation that does not come within subsection (1), (2) or (3), but that is organized for a public or charitable purpose and that upon dissolution must distribute its assets to a public benefit corporation, the United States, a state, or a person that is recognized as exempt under section 501(c)(3) of the Internal Revenue Code or any successor provision, is a public benefit corporation; and

(5) any corporation that does not come within subsection (1), (2), (3), or (4) is a mutual benefit corporation.

(b) In any filing with the Secretary of State Department of Commerce, an existing corporation may elect designation as a public benefit, mutual benefit, or religious corporation."

SECTION 300. Section 33-31-1707 of the 1976 Code, as added by Act 384 of 1994, is amended to read:

"Section 33-31-1707. (a) All domestic corporations in existence on May 10, 1994 which are governed by this chapter, and all foreign nonprofit corporations authorized to transact business in this State on May 10, 1994 which do not then have on file with the then Secretary of State either a current registered office or a current registered agent at that office shall file on or before January 2, 1996, `Notification by Existing Corporation' form. Such form shall designate:

(1) the name of the corporation;

(2) the street address of the registered office in this State with zip code; and,

(3) the name of the registered agent whose office address shall be identical with the registered office.

(b) If any domestic or foreign corporation fails to make the filing required by subsection (a) on or before January 2, 1996, it is considered as of January 2, 1996, to have designated the Secretary of State Director of the Department of Commerce as its agent upon whom process against it may be served in any action or proceeding arising in any court in this State. Service of process is made by delivering to and leaving with the Secretary of State director, or with any person designated by him to receive such service, duplicate copies of the process, notice, or demand. The Secretary of State director immediately shall cause copies to be forwarded by certified mail addressed to the corporation at (1) the headquarters or principal office of the domestic corporation designated upon its declaration and petition for incorporation or application for qualification of a foreign corporation, (2) the last address of the domestic

(c) All domestic corporations in existence on May 10, 1994 which are governed by this chapter, and all foreign nonprofit corporations authorized to transact business in this State on May 10, 1994 whose headquarters or principal office as listed upon its declaration and petition for incorporation as a domestic nonprofit corporation or application for certificate of authority to transact business as a foreign nonprofit corporation which is no longer the location of the corporation's principal office shall file (1) a Notice of Change of Principal Office as is required by Section 33-31-505 or Section 33-31-1515, or (2) may designate upon the notice filed pursuant to subsection (a) the current street address along with the zip code of the corporation's principal office and the address of the former principal office (which filing shall serve as a Notification of Change of Principal Office). Any such domestic corporation may also elect a designation as a public benefit, mutual benefit, or religious corporation as is provided in Section 33-31-1706(b)."

SECTION 301. Section 33-35-30 of the 1976 Code is amended to read:

"Section 33-35-30. Corporations may be organized hereunder by any three or more persons who shall make, subscribe, acknowledge and file articles of incorporation in the office of the Secretary of State Department of Commerce, and shall obtain approval thereof by the Secretary of State department.

The articles of incorporation shall contain:

(1) The name of the proposed corporation, which shall include the word `Incorporated' or `Inc.' The name shall not be the same as, or deceptively similar to, the name of any other domestic corporation, or any foreign corporation authorized to do business in this State.

(2) The purpose for which the corporation is organized.

(3) The qualification of members and the manner of their admission.

(4) The term for which it is to exist, which may be perpetual.

(5) The names and residences of the subscribers.

(6) By what officers the affairs of the corporation are to be managed, and the times at which they will be elected or appointed.

(7) The names of the officers who are to serve until the first election or appointment under the articles of incorporation.

(9) By whom the bylaws of the corporation are to be made, altered or rescinded.

(10) By whom and in what manner amendments to the articles of incorporation may be proposed and adopted.

(11) Any provision which the incorporators may choose to insert for the conduct of the affairs of the corporation and any provision creating, dividing, limiting and regulating the powers of the corporation, the directors, managers or trustees, and the members, including, but not limited to, provisions establishing classes of membership and limiting voting rights to one or more of such classes.

(12) The articles of incorporation shall be in writing, subscribed by not less than three natural persons competent to contract and acknowledged by all of the subscribers before an officer authorized to take acknowledgments, and filed in the office of the Secretary of State Department of Commerce for approval. A duplicate copy so subscribed and acknowledged may also be filed."

SECTION 302. Section 33-35-40 of the 1976 Code is amended to read:

"Section 33-35-40. When the articles of incorporation have been filed in the office of the Secretary of State Department of Commerce and approved by him it and the filing fee herein specified has been paid, the subscribers thereof and their associates and successors shall constitute a corporation. The approval of the articles of incorporation by the Secretary of State department shall be indicated by his endorsement thereof with the date and time of approval on the original. The original shall be filed in the records of his office. If a duplicate is received with the original, it shall, on receipt of the fee required for certified copies, be so endorsed, certified and returned to the person from whom it is received."

SECTION 303. Section 33-35-50 of the 1976 Code, as last amended by Act 361 of 1992, is further amended to read:

"Section 33-35-50. Upon filing any articles of incorporation, amendment thereof or other paper relating to the incorporation, merger, consolidation or dissolution of any corporation not for profit in the office of the Secretary of State Department of Commerce, the following fees shall be paid to him it for the use of the State:

(1) A filing fee of ten dollars for the filing and approval of articles of incorporation.

(3) A fee of five dollars in each case for filing papers relating to dissolution or amendment of articles of incorporation.

(4) A fee of ten dollars for filing the annual report.

[For tax years beginning on or after January 1, 1993, this section reads as follows:] Upon filing any articles of incorporation, amendment thereof, or other paper relating to the incorporation, merger, consolidation, or dissolution of any corporation not for profit in the office of the Secretary of State Department of Commerce, the following fees must be paid to him it for the use of the State:

(1) a filing fee of ten dollars for the filing and approval of articles of incorporation;

(2) a fee of one dollar for the first page, fifty cents for each additional page and two dollars for authentication for furnishing certified copies of articles of incorporation or other documents concerning a corporation not for profit;

(3) a fee of five dollars in each case for filing papers relating to dissolution or amendment of articles of incorporation."

SECTION 304. Section 33-35-60 of the 1976 Code is amended to read:

"Section 33-35-60. Any corporation incorporated hereunder may amend its charter by resolution as provided in the bylaws. In any case, the charter or articles of incorporation shall be amended and the amendment incorporated therein only when the amendment has been filed with the Secretary of State Department of Commerce, approved by him it, and all filing fees have been paid."

SECTION 305. Section 33-35-70 of the 1976 Code is amended to read:

"Section 33-35-70. The Secretary of State Department of Commerce shall conform any articles of incorporation supplied by his its office for `corporations not for profit' to the provisions of Sections 33-35-10 and 33-35-20."

SECTION 306. Section 33-35-120 of the 1976 Code is amended to read:

"Section 33-35-120. Any corporation organized for the purposes herein mentioned which shall have accomplished the purpose for which it has been organized or which may desire to wind up its affairs may do so upon a vote of a two-thirds majority of its members at a meeting of which

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