reglab/housing_qa huggingface dataset:
SC Code § 33-46-230 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 46 - Telephone Cooperative Act|Section 33-46-230. Articles of incorporation.

 The articles of incorporation shall recite in the caption that they are executed pursuant to this chapter, must be signed and acknowledged by each of the incorporators, and shall state:  (1) the name of the telephone cooperative;  (2) the address of its principal office;  (3) the name and address of the incorporators;  (4) the name and address of the persons who shall constitute its first board of directors; and  (5) any provisions not inconsistent with this chapter considered necessary or advisable for the conduct of its business and affairs.  Such articles of incorporation must be submitted to the Secretary of State for filing as provided in this chapter. It is not necessary to set forth in the articles of incorporation of a telephone cooperative the purpose for which it is organized or any of the corporate powers vested in a telephone cooperative under this chapter. Nothing in this chapter shall be interpreted to require a corporation created pursuant to Title 33, Chapter 45 and existing before the enactment of this chapter to amend its charter unless the corporation elects to convert pursuant to Article 8.  HISTORY: 1994 Act No. 392, Section 1.
SC Code § 33-46-240 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 46 - Telephone Cooperative Act|Section 33-46-240. Naming of telephone cooperative.

 The name of each telephone cooperative shall include the words "Telephone" and "Cooperative" and the abbreviation "Inc."; provided, however, such limitations do not apply if, from an affidavit made by the president or vice president of a telephone cooperative and filed with the Secretary of State, it appears that the telephone cooperative desires to transact business in another state and is precluded therefrom by reason of its name.  HISTORY: 1994 Act No. 392, Section 1.
SC Code § 33-46-310 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 46 - Telephone Cooperative Act|Section 33-46-310. Representation of ownership interests; voting.

 A telephone cooperative by vote of a majority of the incorporators when originally organized or thereafter by vote of three-fourths of the members present in person or by proxy at a regular or special meeting of the telephone cooperative may elect to have the ownership interest in the telephone cooperative represented by shares, by certificates of membership, or by other evidence of membership. The rights and responsibilities of the members are as defined in the bylaws. No member except a telephone cooperative shall own more than one-fifth of all shares or certificates of membership of the telephone cooperative.  HISTORY: 1994 Act No. 392, Section 1.
SC Code § 33-46-320 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 46 - Telephone Cooperative Act|Section 33-46-320. Bylaws; adoption, amendment, or repeal; contents.

 The original bylaws of a telephone cooperative must be adopted by its board of directors. Thereafter, bylaws must be adopted, amended, or repealed in accordance with the provisions of the bylaws. The bylaws shall set forth the rights and duties of members and directors and may contain other provisions for the regulation and management of the affairs of the telephone cooperative not inconsistent with this chapter or with its articles of incorporation.  HISTORY: 1994 Act No. 392, Section 1.
SC Code § 33-46-330 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 46 - Telephone Cooperative Act|Section 33-46-330. Sale of assets; procedures.

 A telephone cooperative may sell its assets as follows:  (A) A sale (which term includes a sale, lease, exchange, or other disposition of assets, except a mortgage of or other security interest in the assets) of all, or substantially all, the property and assets, with or without the goodwill, of a telephone cooperative may be made upon such terms and conditions and for such consideration (which may consist in whole or in part of money or property, real or personal, including shares of any other corporation, domestic or foreign) as is authorized in the following manner:  (1) The board of directors shall adopt a resolution recommending such sale and directing the submission thereof to a vote at a meeting of members, which may be either an annual or a special meeting.  (2) Written or printed notice must be given to each member of record entitled to vote at such meeting within the time and in the manner provided for the giving of notice of meetings of members. The notice shall state whether the meeting is an annual or a special meeting and shall state that the purpose, or one of the purposes, of the meeting is to consider the proposed sale.  (3) At such meeting, the members may authorize such sale and may fix or may authorize the board of directors to fix any or all of the terms and conditions thereof, including the consideration to be received by the telephone cooperative. Each member of the telephone cooperative is entitled to vote thereon. Such authorization requires the affirmative vote of at least two-thirds of all the members of the telephone cooperative.  (B) The articles of incorporation or bylaws of any telephone cooperative may contain a provision prescribing for approval of any sale of assets by a vote greater than, but in no event less than, two-thirds of all members.  (C) After such authorization by a vote of the membership, the board of directors, in its discretion, may abandon such sale of assets, subject to the rights of third parties under any contract relating thereto, without further action or approval by members.  (D) A sale (which term includes a sale, lease, exchange, or any other disposition of assets, except a mortgage of or other security interest in the assets) of less than all or substantially all of the property and assets of the cooperative may be undertaken without following the procedures of this section upon determination of the board of directors that such sale will not affect the quality of service provided by the cooperative or the economic stability of the cooperative. After the board of directors makes this finding, the assets may be sold upon such terms and conditions and for such consideration as determined by the board, provided that two-thirds of the directors vote to approve the terms, conditions, and price and thereafter two-thirds of the board approves the sale.  HISTORY: 1994 Act No. 392, Section 1.
SC Code § 33-46-340 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 46 - Telephone Cooperative Act|Section 33-46-340. Authority to mortgage or pledge of security of assets.

 A mortgage or pledge of or other security interest in all or any part of the assets of a telephone cooperative, whether or not in the usual and regular course of business, may be made by authority of the board of directors of the telephone cooperative without authorization of the members, unless the articles of incorporation or bylaws require otherwise.  HISTORY: 1994 Act No. 392, Section 1.
SC Code § 33-46-400 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 46 - Telephone Cooperative Act|Section 33-46-400. Membership of telephone cooperative.

 No person who is not an incorporator shall become a member of a telephone cooperative unless such person agrees to use telephone service furnished by the cooperative when such telephone service is available through its facilities. The bylaws of the telephone cooperative may provide for any or all of the following matters:  (1) the requirement of membership in the telephone cooperative or ownership of shares;  (2) the method, time, and manner of permitting members to withdraw or to transfer shares;  (3) the manner of assignment and transfer of the interest of members and of the shares (if any) and conditions upon which membership of any member shall cease;  (4) the automatic suspension of the rights of a member when he ceases to be eligible for membership in the telephone cooperative and the mode, manner, and effect of expulsion of a member;  (5) the manner of determining the value of a member's interest and provision for the purchase of that interest by the telephone cooperative upon the death, withdrawal, or other termination of the member's membership;  (6) the property rights of members upon dissolution;  (7) the time, place, and manner of calling and conducting its meetings;  (8) the rights of members to vote by proxy and the condition, manner, form, and effect of such votes;  (9) the number of directors constituting a quorum;  (10) the qualifications, compensation, duties, and terms of officers and directors, the time of their election, and the mode and manner of giving notice thereof;  (11) the mode, method, and manner of determining the members' patronage capital and of crediting the members' patronage capital to the members' accounts, together with the mode, time, manner, and priority of retiring or otherwise making provisions for payment of such patronage capital credits;  (12) any other provisions that may be necessary, convenient, or appropriate to accomplish the purpose for which the telephone cooperative is organized.  Provided, however, that any bylaw provisions in conflict with the provisions of this chapter are of no force or effect.  HISTORY: 1994 Act No. 392, Section 1.
SC Code § 33-46-420 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 46 - Telephone Cooperative Act|Section 33-46-420. Meetings.

 An annual meeting of the members must be held at such time as is provided in the bylaws. Special meetings of the members may be called by the president of the board of directors, by any three directors, or by not less than ten percent of the members. Meetings of members must be held at such place as may be provided in the bylaws. In the absence of any such provision, all meetings must be held in the county in which the principal office of the telephone cooperative is located.  HISTORY: 1994 Act No. 392, Section 1.
SC Code § 33-46-430 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 46 - Telephone Cooperative Act|Section 33-46-430. Voting procedures.

 A majority vote of the members present and voting at a meeting having a quorum is required for adoption of any question put to the members, except when a greater affirmative vote is required by this chapter or the bylaws. The foregoing majority requirement notwithstanding, bylaws may provide for a plurality vote of the membership for election of a director when more than two candidates are running for the same seat. When multiple directors are to be elected from the same district, each member has one vote for each vacancy in the district. The vote shall not be cumulative.  HISTORY: 1994 Act No. 392, Section 1.
SC Code § 33-46-440 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 46 - Telephone Cooperative Act|Section 33-46-440. Quorum.

 Each telephone cooperative shall establish in its bylaws what percentage and/or number of its members shall constitute a quorum and whether proxies will be considered in determining whether a quorum is present for the transaction of business at all meetings of the membership. If less than a quorum is present at any meeting, a majority of those present in person may adjourn the meeting from time to time without further notice.  HISTORY: 1994 Act No. 392, Section 1.
SC Code § 33-46-450 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 46 - Telephone Cooperative Act|Section 33-46-450. Entitlement to vote; voting by proxy.

 Each member is entitled to vote on each matter submitted to a vote at a meeting. Unless prohibited by this chapter or by the bylaws, voting may be by proxy.  HISTORY: 1994 Act No. 392, Section 1.
SC Code § 33-46-470 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 46 - Telephone Cooperative Act|Section 33-46-470. Members and their property exempt from liability for cooperative's debts.

 The private property of the members of a telephone cooperative is exempt from execution for the debts of the telephone cooperative, and no member is liable or responsible for any debts of the telephone cooperative.  HISTORY: 1994 Act No. 392, Section 1.
SC Code § 33-46-500 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 46 - Telephone Cooperative Act|Section 33-46-500. Number and qualifications of directors; removal and election of successors.

 (A) The business affairs of a telephone cooperative must be managed by a board of not less than three directors, each of whom must be a member of the telephone cooperative or of another cooperative which is a member of the telephone cooperative. The bylaws must prescribe the number of directors, their qualifications (other than those qualifications provided for in this chapter), the manner of holding meetings of the board, and the filling of vacancies on the board.  (1) If a husband and wife hold a joint membership in a telephone cooperative, one, but not both, may be elected as a director.  (2) The board of directors may exercise all of the powers of a telephone cooperative, except those powers conferred upon the members by this chapter or by the telephone cooperative's articles of incorporation or bylaws.  (B) The bylaws also may provide for the removal of directors from office and for the election of their successors as follows:  (1)(a) A temporary suspension of a director for cause may occur upon the affirmative vote of at least two-thirds of the members of the board. The suspension must be enforced until the next annual or special meeting. At the next meeting, the membership may remove the suspended director for cause from the board by an affirmative vote of a majority of the members present and voting. In the event the members refuse to vote to remove the director, he must be reinstated immediately with all the powers of his office and he shall continue to serve for the remainder of his elected term.  (b) "Cause" for removal of a director under this subsection means fraudulent or dishonest acts, gross abuse of authority in the discharge of duties to the telephone cooperative, or failure to adhere to such obligations, duties, or qualifications as the bylaws may prescribe. Cause may not be found unless written notice of the specific charges and opportunity to meet and refute such charges has been provided to the director.  (c) If a removal occurs pursuant to this subsection, a successor must be elected as provided by the bylaws of the telephone cooperative.  (2) Two-thirds of the members present and voting at a meeting legally called according to the bylaws of the telephone cooperative may remove any director, with or without cause.  HISTORY: 1994 Act No. 392, Section 1.
SC Code § 33-46-510 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 46 - Telephone Cooperative Act|Section 33-46-510. Implementation or exercise of emergency bylaws and powers.

 Unless the articles of incorporation provide otherwise, the board of directors is authorized pursuant to Sections 33-2-107 and 33-3-103 to implement or exercise emergency bylaws and powers.  HISTORY: 1994 Act No. 392, Section 1.
SC Code § 33-46-520 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 46 - Telephone Cooperative Act|Section 33-46-520. Immunity.

 All directors of telephone cooperatives are immune from suits arising from the conduct of the affairs of the telephone cooperative. This immunity from suit is removed when the conduct amounts to wilful, wanton, or gross negligence. Nothing in this section may be construed to grant immunity to the telephone cooperative.  HISTORY: 1994 Act No. 392, Section 1.
SC Code § 33-46-530 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 46 - Telephone Cooperative Act|Section 33-46-530. Indemnification of expenses of successful director's defense or proceeding.

 Unless limited by its articles of incorporation, a telephone cooperative shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which he was a party because he is or was a director of the cooperative against reasonable expenses incurred by him in connection with the proceeding.  HISTORY: 1994 Act No. 392, Section 1.
SC Code § 33-46-540 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 46 - Telephone Cooperative Act|Section 33-46-540. General standards for directors.

 General standards for directors are as follows:  (A) A director shall discharge his duties as a director, including his duties as a member of a committee:  (1) in good faith;  (2) with the care an ordinarily prudent person in a like position would exercise under similar circumstances; and  (3) in a manner he reasonably believes to be in the best interests of the telephone cooperative and its members.  (B) In discharging his duties a director is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:  (1) one or more officers or employees of the telephone cooperative whom the director reasonably believes to be reliable and competent in the matters presented;  (2) legal counsel, public accountants, or other persons as to matters the director reasonably believes are within the person's professional or expert competence; or  (3) a committee of the board of directors of which he is not a member if the director reasonably believes the committee merits confidence.  (C) A director is not acting in good faith if he has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (B) unwarranted.  (D) A director is not liable for any action taken as a director, or any failure to take any action, if he performs the duties of his office in compliance with this section.  (E) An action against a director for failure to perform the duties imposed by this section must be commenced within three years after the cause of action has accrued, or within two years after the time when the cause of action is discovered, or should have reasonably been discovered, whichever sooner occurs. This limitation period does not apply to breaches of duty which have been concealed fraudulently.  HISTORY: 1994 Act No. 392, Section 1.
SC Code § 33-46-550 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 46 - Telephone Cooperative Act|Section 33-46-550. Directors from different districts in service area; staggered elections.

 The bylaws may provide that the service area of the telephone cooperative must be divided into two or more districts and that one or more members be elected from each district to serve as director. The bylaws may further provide that in lieu of electing the whole number of directors annually that director election be staggered so that no less than one-third of all director terms expire each year.  HISTORY: 1994 Act No. 392, Section 1.
SC Code § 33-46-560 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 46 - Telephone Cooperative Act|Section 33-46-560. Quorum.

 A majority of the board of directors constitutes a quorum, unless otherwise specified in the bylaws.  HISTORY: 1994 Act No. 392, Section 1.
SC Code § 33-46-570 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 46 - Telephone Cooperative Act|Section 33-46-570. Officers.

 Officers are as follows:  (1) A telephone cooperative has the officers described in its bylaws or appointed by the board of directors in accordance with the bylaws.  (2) A duly appointed officer may appoint one or more officers or assistant officers if authorized by the bylaws or the board of directors.  (3) The bylaws or the board of directors shall delegate to one of the officers responsibility for preparing minutes of the directors' and members' meetings and for authenticating records of the telephone cooperative.  (4) The same individual may hold more than one office in a telephone cooperative simultaneously.  (5) Any officer may be removed from office and his successor elected in the manner prescribed by the bylaws.  HISTORY: 1994 Act No. 392, Section 1.
SC Code § 33-46-600 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 46 - Telephone Cooperative Act|Section 33-46-600. Requirements for amending articles of incorporation.

 A telephone cooperative may amend its articles of incorporation by complying with the following requirements:  (1) The proposed amendment must be first approved by the board of directors and must 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, must be considered approved on the affirmative vote of not less than two-thirds of those members voting thereon at the meeting.  (2) Upon such approval by the members, articles of amendment must be executed and acknowledged on behalf of the telephone cooperative by the directors carrying out the duties performed generally by 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 amendment shall recite in the caption that they are executed pursuant to this chapter and shall state:  (a) the name of the telephone cooperative;  (b) the address of the principal office;  (c) the date of the filing of its articles of incorporation in the Office of the Secretary of State; 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 for filing as provided in this chapter.  HISTORY: 1994 Act No. 392, Section 1.
SC Code § 33-46-610 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 46 - Telephone Cooperative Act|Section 33-46-610. Change of location of principal office; filing of certificate.

 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 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.  HISTORY: 1994 Act No. 392, Section 1.