Journal of the House of Representatives
of the Second Session of the 111th General Assembly
of the State of South Carolina
being the Regular Session Beginning Tuesday, January 9, 1996

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| Printed Page 2710, Apr. 24 | Printed Page 2730, Apr. 24 |
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(c) the date of the filing of its articles of incorporation in the Office of the Secretary of State Department of Commerce; and

(d) the amendment to its articles of incorporation.

The officers executing the articles of amendment shall also make and annex thereto an affidavit stating that the provisions of this section were complied with. The articles of amendment and affidavit must be submitted to the Secretary of State Department of Commerce for filing as provided in this chapter."

SECTION 377. Section 33-46-610 of the 1976 Code, as added by Act 392 of 1994, is amended to read:

"Section 33-46-610. A telephone cooperative may, without amending its articles of incorporation, upon authorization of its board of directors, change the location of its principal office by filing a certificate of change of principal office, executed and acknowledged on behalf of the telephone cooperative by the director carrying out the duties performed generally by the president or vice president under its seal attested by the director carrying out the duties of secretary, with the Office of the Secretary of State Department of Commerce and also in each county office in which the articles of incorporation or any prior certificate of change of principal office of such telephone cooperative has been filed. Such telephone cooperative shall also within thirty days after filing such certificate of change of principal office in any county office file therein certified copies of its articles of incorporation and all amendments thereto if the same are not already on file therein."

SECTION 378. Section 33-46-620 of the 1976 Code, as added by Act 392 of 1994, is amended to read:

"Section 33-46-620. Any two or more telephone cooperatives, each of which is hereinafter designated a `consolidating cooperative', may consolidate into a new telephone cooperative, hereinafter designated the `new cooperative', by complying with the following requirements:

(1) The proposition for the consolidation of the consolidating cooperatives into the new cooperative and proposed articles of consolidation to give effect thereto must be first approved by the board of directors of each consolidating cooperative. The proposed articles of consolidation shall recite in the caption that they are executed pursuant to this chapter and shall state:

(a) the name of each consolidating telephone cooperative, the address of its principal office, and the date of the filing of its articles of incorporation in the Office of with the Secretary of State Department of Commerce;

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(b) the name of the new telephone cooperative and the address of its principal office;

(c) the names and addresses of the persons who shall constitute the first board of directors of the new cooperative;

(d) the terms and conditions of the consolidation and the mode of carrying the same into effect, including the manner and basis of converting memberships in each consolidating cooperative into memberships in the new cooperative and the issuance of certificates of membership or other evidence of membership in respect of such converted memberships; and

(e) any provisions not inconsistent with this chapter considered necessary or advisable for the conduct of the business and affairs of the new telephone cooperative.

(2) The proposition for the consolidation of the consolidating telephone cooperatives into the new telephone cooperative and the proposed articles of consolidation approved by the board of directors of each consolidating telephone cooperative must then be submitted to a vote of the members of each consolidating cooperative at any annual or special meeting thereof, the notice of which shall set forth full particulars concerning the proposed consolidation. The proposed consolidation and the proposed articles of consolidation must be considered approved upon the affirmative vote of not less than two-thirds of those members of each consolidating telephone cooperative present and voting thereon at such meeting.

(3) Upon such approval by the members of the respective consolidating telephone cooperatives, articles of consolidation in the form approved must be executed and acknowledged on behalf of each consolidating cooperative by the director carrying out the duties performed generally by the president or vice president, and its seal must be affixed thereto and attested by the director carrying out the duties of secretary. The director carrying out the duties performed generally by the president or vice president of each consolidating telephone cooperative executing such articles of consolidation shall also make and annex thereto an affidavit stating that the provisions of this section were complied with by such telephone cooperative. The articles of consolidation and affidavits must be submitted to the Secretary of State Department of Commerce for filing as provided in this chapter."

SECTION 379. Section 33-46-630 of the 1976 Code, as added by Act 392 of 1994, is amended to read:

"Section 33-46-630. Any one or more telephone cooperatives, each of which is hereinafter designated a `merging cooperative', may merge into

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another telephone cooperative, hereinafter designated the `surviving cooperative', by complying with the following requirements:

(1) The proposition for the merger of the merging cooperatives into the surviving cooperative and proposed articles of merger to give effect thereto must be first approved by the board of directors of each merging cooperative and by the board of directors of the surviving cooperative. The proposed articles of merger shall recite in the caption that they are executed pursuant to this chapter and shall state:

(a) the name of each merging cooperative, the address of its principal office, and the date of the filing of its articles of incorporation in the Office of with the Secretary of State Department of Commerce;

(b) the name of the surviving cooperative and the address of its principal office;

(c) a statement that the merging cooperative elects to be merged into the surviving cooperative;

(d) the terms and conditions of the merger and the mode of carrying the same into effect, including the manner and basis of converting memberships in the merging cooperative or cooperatives into memberships in the surviving cooperative and the issuance of certificates of membership or other evidence of membership in respect of such converted memberships; and

(e) any provisions not inconsistent with this chapter considered necessary or advisable for the conduct of the business and affairs of the new telephone cooperative.

(2) The proposition for the merger of the merging cooperatives into the surviving cooperative and the proposed articles of merger approved by the board of directors of the respective telephone cooperatives, parties to the proposed merger, must then be submitted to a vote of the members of each such telephone cooperative at any annual or special meeting thereof, the notice of which shall set forth full particulars concerning the proposed merger. The proposed merger and the proposed articles of merger must be considered approved upon the affirmative vote of not less than two-thirds of those members of each telephone cooperative present and voting thereon at such meeting.

(3) Upon such approval by the members of the respective telephone cooperatives, parties to the proposed merger, articles of merger in the form approved must be executed and acknowledged on behalf of each such cooperative by the director carrying out the duties generally of the president or vice president, and its seal must be affixed thereto and attested by the director carrying out the duties of secretary. The director carrying out the duties of president or vice president of each telephone

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cooperative executing such articles of merger shall also make and annex thereto an affidavit stating that the provisions of this section were complied with by such telephone cooperative. The articles of merger and affidavits must be submitted to the Secretary of State Department of Commerce for filing as provided in this chapter."

SECTION 380. Section 33-46-650 of the 1976 Code, as added by Act 392 of 1994, is amended to read:

"Section 33-46-650. Any telephone cooperative may merge into a corporation which is not another telephone cooperative by complying with the following requirements:

(1) The proposition for the merger of the telephone cooperative into the corporation and proposed articles of merger to give effect thereto must be first approved by the board of directors of the cooperative. The proposed articles of merger shall recite in the caption that they are executed pursuant to this chapter and shall state:

(a) the name of the telephone cooperative, the address of its principal office, and the date of the filing of the articles of incorporation in the Office of the Secretary of State;

(b) the name of the corporation and the address of its principal office;

(c) a statement that the telephone cooperative elects to be merged into the corporation;

(d) the terms and conditions of the merger and the mode of carrying the same into effect, including the manner and basis of converting memberships in the telephone cooperative into shares of stock in the corporation; and

(e) any provisions not inconsistent with this chapter considered necessary or advisable for the conduct of the business and affairs of the new corporation.

(2) The proposition for the merger and the proposed articles of merger approved by the board of directors of the telephone cooperative must then be submitted to a vote of the members of such telephone cooperative at any annual or special meeting thereof, the notice of which shall set forth full particulars concerning the proposed merger. The proposed merger and the proposed articles of merger must be considered approved upon the affirmative vote of not less than two-thirds of the members of the telephone cooperative.

(3) Upon such approval by the members of the telephone cooperative, articles of merger in the form approved must be executed and acknowledged on behalf of the cooperative by the director carrying out the duties generally of the president or vice president, and its seal must be

Printed Page 2724 . . . . . Wednesday, April 24, 1996
affixed thereto and attested by the director carrying out the duties of secretary. The director carrying out the duties of the president or vice president of the telephone cooperative executing such articles of merger shall also make and annex thereto an affidavit stating that the provisions of this section were complied with by such telephone cooperative. The articles of merger and affidavits must be submitted to the Secretary of State Department of Commerce for filing as provided in this chapter."

SECTION 381. Section 33-46-700 of the 1976 Code, as added by Act 392 of 1994, is amended to read:

"Section 33-46-700. A telephone cooperative which has not commenced business may dissolve voluntarily by delivering to the Secretary of State Department of Commerce articles of dissolution, executed and acknowledged on behalf of the telephone cooperative by a majority of the incorporators, and shall state:

(1) the name of the telephone cooperative;

(2) the address of its principal office;

(3) the date of its incorporation;

(4) that the telephone cooperative has not commenced any business;

(5) that the amount, if any, actually paid in on account of membership fees, less any part thereof disbursed for necessary expenses, has been returned to those entitled thereto and that all easements have been released to the grantors;

(6) that no debt of the telephone cooperative remains unpaid; and

(7) that a majority of the incorporators elect that the telephone cooperative be dissolved.

The articles of dissolution must be submitted to the Secretary of State Department of Commerce for filing as provided in this chapter."

SECTION 382. Section 33-46-740 of the 1976 Code, as added by Act 392 of 1994, is amended to read:

"Section 33-46-740. Such certificate and affidavit must be submitted to the Secretary of State Department of Commerce for filing as provided in this chapter and thereupon the telephone cooperative shall cease to carry on its business except insofar as may be necessary for the winding up thereof, but its corporate existence shall continue until articles of dissolution have been filed by the Secretary of State Department of Commerce."

SECTION 383. Section 33-46-750 of the 1976 Code, as added by Act 392 of 1994, is amended to read:

"Section 33-46-750. After the filing of the certificate and affidavit by the Secretary of State Department of Commerce, the board of directors shall immediately cause notice of the winding up proceedings to be mailed

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to each known creditor and claimant and to be published once a week for two successive weeks in a newspaper of general circulation in the county in which the principal office of the telephone cooperative is located."

SECTION 384. Section 33-46-770 of the 1976 Code, as added by Act 392 of 1994, is amended to read:

"Section 33-46-770. When all debts, liabilities, and obligations of the telephone cooperative have been paid and discharged or adequate provisions have been made therefor, and all the remaining property and assets of the telephone cooperative have been distributed to the members pursuant to the provisions of Section 33-46-460, the board of directors shall authorize the execution of articles of dissolution, which must thereupon be executed and acknowledged on behalf of the cooperative by the director carrying out the duties generally of the president or vice president, and its corporate seal must be affixed thereto and attested by the director carrying out the duties of secretary. The articles of dissolution shall recite in the caption that they are executed pursuant to this chapter and shall state:

(1) the name of the telephone cooperative;

(2) the address of the principal office of the telephone cooperative;

(3) that the telephone cooperative has theretofore delivered to the Secretary of State Department of Commerce a certificate of election to dissolve and the date on which the certificate was filed by the Secretary of State Department of Commerce in the records of his office;

(4) that all debts, obligations, and liabilities of the telephone cooperative have been paid and discharged or that adequate provisions have been made therefor;

(5) that all the remaining property and assets of the telephone cooperative have been distributed among the members in accordance with the provisions of Section 33-46-460; and

(6) that there are no actions or suits pending against the telephone cooperative.

The director executing the articles of dissolution shall also make and annex thereto an affidavit stating that the provisions of this article have been complied with. The articles of dissolution and affidavit accompanied by proof of the publication required in Section 33-46-750 must be submitted to the Secretary of State Department of Commerce for filing as provided in this chapter."

SECTION 385. Section 33-46-810 of the 1976 Code, as added by Act 392 of 1994, is amended to read:

"Section 33-46-810. The proposition for the conversion of such corporation into a telephone cooperative and the proposed articles of

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conversion to give effect thereto must be first approved by the board of directors of such corporation. The proposed articles of conversion shall recite in the caption that they are executed pursuant to this chapter and shall state:

(1) the name of the corporation before its conversion into a telephone cooperative;

(2) the address of the principal office of such corporation;

(3) the date of the filing of the articles of incorporation of such corporation in the Office of with the Secretary of State Department of Commerce;

(4) the statute or statutes under which such corporation was organized;

(5) the name assumed by such corporation;

(6) a statement that such corporation elects to become a telephone cooperative nonprofit membership corporation subject to this chapter;

(7) the manner and basis of converting memberships or shares of stock in such corporation into memberships in the telephone cooperative after completion of the conversion; and

(8) any provision not inconsistent with this chapter considered necessary or advisable for the conduct of the business and affairs of such telephone cooperative."

SECTION 386. Section 33-46-830 of the 1976 Code, as added by Act 392 of 1994, is amended to read:

"Section 33-46-830. Upon such approval by the members or shareholders of such corporation, the articles of conversion in the form approved by the board of directors must be executed and acknowledged on behalf of such corporation by the director carrying out the duties generally of the president or vice president, and its corporate seal must be affixed thereto and attested by the director carrying out the duties of secretary. The director executing such articles of conversion on behalf of such corporation shall also make and annex thereto an affidavit stating that the provisions of this article with respect to the approval of its directors and its members or shareholders of the proposition for the conversion of such corporation into a telephone cooperative and such articles of conversion were complied with. Such articles of conversion and affidavit must be submitted to the Secretary of State Department of Commerce for filing as provided in this chapter."

SECTION 387. Section 33-47-90 of the 1976 Code is amended to read:

"Section 33-47-90. Any corporation or association organized under previously existing statutes may by a majority vote of its stockholders or

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members be brought under the provisions of this chapter by limiting its membership and adopting the other restrictions as provided herein. It shall make out in duplicate a statement signed and sworn to by its directors, upon forms supplied by the Secretary of State Department of Commerce, to the effect that the corporation or association has by a majority vote of its stockholders or members decided to accept the benefits and be bound by the provisions of this chapter. Articles of incorporation shall be filed as required in Sections 33-47-210 and 33-47-220, except that they shall be signed by the members of the board of directors. The filing fee shall be two and one-half dollars."

SECTION 388. Section 33-49-80 of the 1976 Code is amended to read:

"Section 33-49-80. Articles of incorporation, amendment, consolidation, merger, conversion or dissolution and certificates of election to dissolve and affidavits of compliance, as the case may be, when executed and acknowledged and accompanied by such affidavits as may be required by the applicable provisions of this chapter shall be presented to the Secretary of State Department of Commerce for filing in the records of his office. If the Secretary of State Department of Commerce shall find that the articles presented conform to the requirements of this chapter, he shall, upon the payment of fees as in this chapter provided, file the articles so presented in the records of his office and upon such filing the incorporation, amendment, consolidation, merger, conversion or dissolution provided for therein shall be in effect."

SECTION 389. Section 33-49-90 of the 1976 Code is amended to read:

"Section 33-49-90. The Secretary of State Department of Commerce immediately upon the filing in his office of any articles pursuant to this chapter shall transmit a certified copy thereof to the county clerk of the county in which the principal office of each cooperative or corporation affected by such incorporation, amendment, consolidation, merger, conversion or dissolution shall be located. Any such clerk, upon receipt of any such certified copy, shall file and index the same in the records of his office but the failure of the Secretary of State Department of Commerce or of a clerk of a county to comply with the provisions of this section shall not invalidate such articles. In addition the Secretary of State Department of Commerce shall forward to the clerk of court or register of mesne conveyance of any county in which such cooperative owns property affected a certified copy of any such document. The clerk of court or register of mesne conveyance shall file such document in an appropriate book or file to be provided for such purpose."

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SECTION 390. Section 33-49-100 of the 1976 Code is amended to read:

"Section 33-49-100. The Secretary of State Department of Commerce shall charge and collect for:

(1) Filing articles of incorporation, ten dollars;

(2) Filing articles of amendment, three dollars;

(3) Filing articles of consolidation or merger, five dollars;

(4) Filing articles of conversion, three dollars;

(5) Filing certificate of election to dissolve, three dollars;

(6) Filing articles of dissolution, five dollars; and

(7) Filing certificate of change of principal office, three dollars."

SECTION 391. Section 33-49-110 of the 1976 Code is amended to read:

"Section 33-49-110. All papers filed in the office of with the Secretary of State Department of Commerce pursuant to the provisions of this chapter shall be filed in quadruplicate."

SECTION 392. Section 33-49-230 of the 1976 Code is amended to read:

"Section 33-49-230. The articles of incorporation of a cooperative shall recite in the caption that they are executed pursuant to this chapter, shall be signed and acknowledged by each of the incorporators and shall state:

(1) The name of the cooperative;

(2) The address of its principal office;

(3) The names and addresses of the incorporators;

(4) The names and addresses of the persons who shall constitute its first board of trustees; and

(5) Any provisions not inconsistent with this chapter deemed necessary or advisable for the conduct of its business and affairs.

Such articles of incorporation shall be submitted to the Secretary of State Department of Commerce for filing as provided in this chapter.

It shall not be necessary to set forth in the articles of incorporation of a cooperative the purpose for which it is organized or any of the corporate powers vested in a cooperative under this chapter."

SECTION 393. Section 33-49-240 of the 1976 Code is amended to read:

"Section 33-49-240. The name of each cooperative shall include the words `electric' and `cooperative' and the abbreviation `Inc.'; provided, however, such limitation shall not apply if, from an affidavit made by the president or vice-president of a cooperative and filed with the Secretary of State Department of Commerce, it shall appear that the cooperative

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desires to transact business in another state and is precluded therefrom by reason of its name. The name of a cooperative shall distinguish it from any other corporation organized under the laws of or authorized to transact business in this State. The words `electric' and `cooperative' shall not both be used in the name of any corporation organized under the laws of or authorized to transact business in this State, except a cooperative or a corporation transacting business in this State pursuant to the provisions of this chapter."

SECTION 394. Section 33-49-810 of the 1976 Code is amended to read:

"Section 33-49-810. A cooperative may amend its articles of incorporation by complying with the following requirements:

(1) The proposed amendment shall be first approved by the board of trustees and shall then be submitted to a vote of the members at any annual or special meeting thereof, the notice of which shall set forth the proposed amendment. The proposed amendment, with such changes as the members shall choose to make therein, shall be deemed to be approved on the affirmative vote of not less than two thirds of those members voting thereon at such special meeting.

(2) Upon such approval by the members, articles of amendment shall be executed and acknowledged on behalf of the cooperative by its president or vice-president and its corporate seal shall be affixed thereto and attested by its secretary. The articles of amendment shall recite in the caption that they are executed pursuant to this chapter and shall state

(a) the name of the cooperative,

(b) the address of its principal office,

(c) the date of the filing of its articles of incorporation in the office of with the Secretary of State Department of Commerce and

(d) the amendment to its articles of incorporation.

The president or vice-president executing such articles of amendment shall also make and annex thereto an affidavit stating that the provisions of this section were duly complied with. Such articles of amendment and affidavit shall be submitted to the Secretary of State Department of Commerce for filing as provided in this chapter."

SECTION 395. Section 33-49-820 of the 1976 Code is amended to read:

"Section 33-49-820. A cooperative may, without amending its articles of incorporation, upon authorization of its board of trustees, change the location of its principal office by filing a certificate of change of principal office, executed and acknowledged by its president or vice-president under its seal attested by its secretary, in the office of with the Secretary of State

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