| Printed Page 2720, Apr. 24 | Printed Page 2740, Apr. 24 |

SECTION 396. Section 33-49-830 of the 1976 Code is amended to read:

"Section 33-49-830. Any two or more cooperatives, each of which is hereinafter designated a `consolidating cooperative,' may consolidate into a new 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 shall be first approved by the board of trustees 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 cooperative, the address of its principal office and the date of the filing of its articles of incorporation in the office of the Secretary of State Department of Commerce,

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

(c) the names and addresses of the persons who shall constitute the first board of trustees 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 in respect of such converted memberships and

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

(2) The proposition for the consolidation of the consolidating cooperatives into the new cooperative and the proposed articles of consolidation approved by the board of trustees of each consolidating cooperative shall 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

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

SECTION 397. Section 33-49-840 of the 1976 Code is amended to read:

"Section 33-49-840. Any one or more cooperatives, each of which is hereinafter designated a `merging cooperative,' may merge into another 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 shall be first approved by the board of trustees of each merging cooperative and by the board of trustees 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 the memberships in the merging cooperative or cooperatives into memberships in the surviving cooperative and the issuance of certificates of membership in respect of such converted memberships and

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

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

SECTION 398. Section 33-49-1010 of the 1976 Code is amended to read:

"Section 33-49-1010. A 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 cooperative by a majority of the incorporators, which shall state:

(1) The name of the cooperative;

(2) The address of its principal office;

(3) The date of its incorporation;

(4) That the cooperative has not commenced 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 cooperative remains unpaid; and

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

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

SECTION 399. Section 33-49-1050 of the 1976 Code is amended to read:

SECTION 400. Section 33-49-1060 of the 1976 Code is amended to read:

"Section 33-49-1060. After the filing of the certificate and affidavit by the Secretary of State Department of Commerce the board of trustees shall immediately cause notice of the winding up proceedings to be mailed 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 cooperative is located."

SECTION 401. Section 33-49-1080 of the 1976 Code is amended to read:

"Section 33-49-1080. When all debts, liabilities and obligations of the cooperative have been paid and discharged or adequate provision shall have been made therefor and all the remaining property and assets of the cooperative shall have been distributed to the members pursuant to the provisions of Section 33-49-1070, the board of trustees shall authorize the execution of articles of dissolution, which shall thereupon 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. Such articles of dissolution shall recite in the caption that they are executed pursuant to this chapter and shall state:

(1) The name of the cooperative;

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

(3) That the 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 cooperative have been paid and discharged or that adequate provision has been made therefor;

(5) That all the remaining property and assets of the cooperative have been distributed among the members in accordance with the provisions of Section 33-49-1070; and

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

SECTION 402. Section 33-49-1220 of the 1976 Code is amended to read:

"Section 33-49-1220. The proposition for the conversion of such corporation into a cooperative and the proposed articles of conversion to give effect thereto shall be first approved by the board of trustees or the board of directors, as the case may be, 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 prior to its conversion into a 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 cooperative nonprofit membership corporation subject to this chapter;

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

(8) Any provisions not inconsistent with this chapter deemed necessary or advisable for the conduct of the business and affairs of such corporation."

SECTION 403. Section 33-49-1240 of the 1976 Code is amended to read:

"Section 33-49-1240. Upon such approval by the members or stockholders of such corporation, articles of conversion in the form approved by such members or stockholders shall be executed and acknowledged on behalf of such corporation by its president or vice-president, and its corporate seal shall be affixed thereto and attested by its secretary. The president or vice-president 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

SECTION 404. Section 33-49-1320 of the 1976 Code is amended to read:

"Section 33-49-1320. Any such foreign corporation, as a prerequisite to the extension of its lines into and the transaction of business in this State, shall by an instrument executed and acknowledged in its behalf by its president or vice-president under its corporate seal attested by its secretary designate the Secretary of State Department of Commerce its agent to accept service of process in its behalf."

SECTION 405. Section 33-53-10 of the 1976 Code is amended to read:

"Section 33-53-10. Every business trust created at common law in this State or doing business in this State under an express trust instrument by which property is held and managed by one or more trustees for the benefit and profit of such persons as may be or may become holders of transferable certificates evidencing beneficial interest in the trust estate shall record the trust instrument creating such trust and any amendment thereto with the register of mesne conveyances, or with the clerk of court in those counties where the office of register of mesne conveyances has been abolished, of the county in which it has its principal place of business in this State, and shall also file a verified copy of such instrument and any amendments thereto with the Secretary of State Department of Commerce."

SECTION 406. Section 33-56-20 of the 1976 Code, as added by Act 461 of 1994, is amended by deleting:

"(5) `Secretary' means the Secretary of State."

SECTION 407. Section 33-56-30 of the 1976 Code, as added by Act 461 of 1994, is amended to read:

"Section 33-56-30. Except as otherwise provided in this chapter, every charitable organization which intends to solicit contributions within this State or have contributions solicited on its behalf shall file a registration statement with the secretary Attorney General on forms prescribed by the secretary Attorney General by July first of each year but in all cases prior to solicitation. It is the duty of the chief executive officer or chief financial officer of each charitable organization to file the statements required under this chapter. The statements must be sworn to and contain:

(1) the name of the organization;

(3) the principal address of the organization and the address of any offices in this State. If the organization does not maintain an office, the name and address of the person having custody of its financial records;

(4) the names and addresses of the chief executive officer and chief financial officer;

(5) the names and addresses of any chapters, branches, or affiliates in this State;

(6) the place and date the organization was legally established, the form of its organization, and a reference to any determination of its tax exempt status under the Internal Revenue Code;

(7) whether the organization intends to use professional solicitors or hire individuals to solicit;

(8) whether it is certified as a tax exempt organization and is authorized by any other governmental authority in this State to solicit contributions;

(9) whether it is or has ever been enjoined by any court from soliciting contributions; and

(10) the general purpose for which the contributions to be solicited shall be used.

The registration forms and other documents prescribed by the Secretary of State Attorney General must be signed by the chief executive officer and chief financial officer of the charitable organization and certified as true. Every charitable organization which submits a registration to the secretary Attorney General must pay an annual registration fee of fifty dollars."

SECTION 408. Section 33-56-40 of the 1976 Code, as added by Act 461 of 1994, is amended to read:

"Section 33-56-40. The Children's Trust Fund of South Carolina as established by Section 20-7-5010 is required to register with the Secretary of State Attorney General but is not required to pay the annual registration fee provided for in Section 33-56-30."

SECTION 409. Section 33-56-50 of the 1976 Code, as added by Act 461 of 1994, is amended to read:

"Section 33-56-50. The following are not required to file registration statements with the Secretary of State Attorney General, provided none of its fund-raising activities are carried on by professional solicitors:

(1) an educational institution which solicits contributions only from its students and their families, alumni, faculty, friends and other constituencies, trustees, corporations, foundations, and individuals who are interested in and supportive of the programs of the institution;

(3) charitable organizations which do not intend to solicit nor receive contributions from the public in excess of five twenty thousand dollars during a calendar year or do not receive contributions from more than ten persons during a calendar year, if all of their functions, including fund-raising activities, are carried on by persons who are unpaid for their services and if no part of their assets or income inures to the benefit of or is paid to any officer or member. If the contributions raised from the public, whether all of the contributions are or are not received by a charitable organization during any calendar year, are in excess of five twenty thousand dollars, within thirty days after the date the contributions exceed five twenty thousand dollars, it must register with and report to the department as required by this chapter;

(4) organizations which solicit exclusively to their members, including utility cooperatives; and

(5) any veteran's organization which has a congressional charter.

Any charitable organization claiming to be exempt from the registration provisions of this chapter and which will or does solicit charitable contributions shall submit annually to the secretary Attorney General on forms to be prescribed by the secretary Attorney General, the name, address, and purpose of the organization and a statement setting forth the reason for the claim for exemption. If exempted, the secretary Attorney General or his appropriate division shall issue a letter of exemption which may be exhibited to the public. No filing fee is required of an exempt organization.

SECTION 410. Section 33-56-60 of the 1976 Code, as added by Act 461 of 1994, is amended to read:

"Section 33-56-60. (A) Each charitable organization soliciting funds in this State and not exempt under Section 33-56-50, whether individually or collectively with other organizations, shall file a report of its financial activities, on forms prescribed by the Secretary of State Attorney General, certified to be true by the chief executive officer and the chief financial officer of it, in the office of the Secretary of State Attorney General. The report must cover the preceding fiscal year and must be filed within two and one-half months of the close of the organization's fiscal year unless a written extension has been granted by the secretary Attorney General.

The report must include:

(2) specific and itemized expense statements disclosing program services, public information expenditures, fund-raising costs, payments to affiliates, management costs, and salaries paid; and

(3) balance sheet disclosures containing total assets and liabilities.

(B) However, if a charitable organization is required to file Internal Revenue Service Form 990 with the Internal Revenue Service, the organization may file such form with the secretary Attorney General in lieu of the report required under subsection (A) of this section, provided that the form may exclude such information which the Internal Revenue Service would not release pursuant to a Freedom of Information request.

(C) An organization failing to file the report required by this section may be enjoined from further solicitation of funds in this State in an action brought by the Attorney General or secretary. An organization failing to file a timely report required by this section may be assessed by the secretary Attorney General administrative fines not to exceed two thousand dollars."

SECTION 411. Section 33-56-70 of the 1976 Code, as added by Act 461 of 1994, is amended to read:

"Section 33-56-70. Every contract or agreement between professional fund-raising counsel or professional solicitor and a charitable organization must be in writing and filed with the Secretary of State Attorney General within ten days after the contract is made. Every agreement or written statement of the nature of the arrangement to prevail in the absence of a contract between a professional fund-raising counsel or solicitor and a charitable organization must be filed with the Secretary of State Attorney General within ten days after the contract or written agreement is made. Every contract filed under this section must disclose the amount of compensation the professional fund-raising counsel or solicitor will receive, or if there is no flat fee, the percentage of collected revenues the professional fund-raising counsel or solicitor will receive. Every contract or agreement filed under this section must disclose the name and residence address of each person directing or supervising the conduct of services. Every contract or agreement filed under this section and involving telephone solicitation must disclose the location and telephone numbers from which the soliciting will be conducted.

A professional fund-raising counsel, professional solicitor, or charitable organization failing to comply with this section is liable for an administrative fine not to exceed ten dollars for each day of noncompliance, with a maximum fine under each nonregistered agreement of two thousand dollars."

SECTION 412. Section 33-56-80 of the 1976 Code, as added by Act 461 of 1994, is amended to read:

"Section 33-56-80. Registration statements and applications, reports, professional fund-raising counsel contracts or professional solicitor contracts, and all other documents and information required to be filed under this chapter or by the Secretary of State Attorney General are public records in the office of the Secretary of State Attorney General and are open to the general public for inspection at such time and under such conditions as the secretary Attorney General may prescribe. The secretary Attorney General shall publish and make available to the public and to persons subject to this chapter explanatory information concerning this chapter, the duties imposed by this chapter, and the means for enforcing this chapter."

SECTION 413. Section 33-56-90(4) of the 1976 Code, as added by Act 461 of 1994, is amended to read:

"(4) Upon request, a professional solicitor shall display or deliver to the solicited party a copy of his registration certification from the secretary Attorney General."

SECTION 414. Section 33-56-100 of the 1976 Code, as added by Act 461 of 1994, is amended to read:

"Section 33-56-100. In accordance with the regulations promulgated by the secretary Attorney General, every charitable organization and professional fundraiser subject to the provisions of this chapter shall keep the true fiscal records as to its activities in this State. The records must be retained for at least three years after the end of the period of registration to which they relate."

| Printed Page 2720, Apr. 24 | Printed Page 2740, Apr. 24 |