reglab/statecodes huggingface dataset:
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 46 - Telephone Cooperative Act › Section 33-46-640. Effect of consolidation or merger.

The effect of consolidation or merger is as follows:
(1) The several telephone cooperatives, parties to the consolidation or merger, are a single cooperative which, in the case of a consolidation, is the new telephone cooperative provided for in the articles of consolidation and, in the case of a merger, is that telephone cooperative designated in the articles of merger as the surviving cooperative, and the separate existence of all cooperatives, parties to the consolidation or merger, except the new or surviving cooperative, ceases.
(2) The new or surviving telephone cooperative has all the rights, privileges, immunities, and powers and is subject to all the duties and liabilities of a telephone cooperative organized under the provisions of this chapter and possesses all the rights, privileges, immunities, and franchises of a public, as well as of a private nature, and all property, real and personal, applications for membership, all debts due on whatever account, and all other choses in action of each of the consolidating or merging cooperatives, and, furthermore, all and every interest of, or belonging or due to, each of the cooperatives so consolidated or merged must be taken and considered to be transferred to and vested in such new or surviving cooperative without further act or deed; and the title to any real estate or any interest therein under the laws of this State vested in any such cooperative shall not revert or be in any way impaired by reason of such consolidation or merger;
(3) The new or surviving telephone cooperative thenceforth is responsible and liable for all of the liabilities and obligations of each of the telephone cooperatives so consolidated or merged and any claim existing or action or proceeding pending by or against any of such cooperatives may be prosecuted as if such consolidation or merger had not taken place, but such new or surviving cooperative may be substituted in its place;
(4) Neither the rights of creditors nor any liens upon the property of any of such telephone cooperatives are impaired by such consolidation or merger; and
(5) In the case of a consolidation the articles of consolidation must be considered to be the articles of incorporation of the new telephone cooperative, and in the case of a merger the articles of incorporation of the surviving telephone cooperative must be considered to be amended to the extent, if any, that changes therein are provided for in the articles of merger.
HISTORY: 1994 Act No. 392, Section 1.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 46 - Telephone Cooperative Act › Section 33-46-650. Merger of telephone cooperative into different corporation.

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 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 for filing as provided in this chapter.
HISTORY: 1994 Act No. 392, Section 1.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 46 - Telephone Cooperative Act › Section 33-46-700. Dissolution of telephone cooperative prior to commencement of business.

A telephone cooperative which has not commenced business may dissolve voluntarily by delivering to the Secretary of State 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 for filing as provided in this chapter.
HISTORY: 1994 Act No. 392, Section 1.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 46 - Telephone Cooperative Act › Section 33-46-720. Recommendation of dissolution; membership vote; meeting; notice.

Two-thirds of the membership of the board of directors shall first recommend to the membership that the telephone cooperative be dissolved. The proposition that the telephone cooperative be dissolved must be submitted to the membership of the telephone cooperative for a vote at a special meeting of the membership called only for this purpose. The notice for the meeting at which a proposal to dissolve the telephone cooperative is considered shall set forth:
(1) a detailed proposition for dissolution;
(2) the plan for sale and distribution of assets;
(3) the plan for continuance of service; and
(4) the time and location of the meeting.
The proposed voluntary dissolution is approved upon affirmative vote of not less than two-thirds of the members of the telephone cooperative.
HISTORY: 1994 Act No. 392, Section 1.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 46 - Telephone Cooperative Act › Section 33-46-730. Certificate of election to dissolve.

Upon such approval a certificate of election to dissolve, in this article designated the "certificate", 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 corporate seal must be affixed thereto and attested by the director carrying out the duties of secretary. The certificate shall state:
(1) the name of the telephone cooperative;
(2) the address of its principal office;
(3) the names and addresses of its directors; and
(4) the total number of members of the telephone cooperative and the number of members who voted for and against the voluntary dissolution of the telephone cooperative.
HISTORY: 1994 Act No. 392, Section 1.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 46 - Telephone Cooperative Act › Section 33-46-740. Filing of certificate and affidavit.

Such certificate and affidavit must be submitted to the Secretary of State 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.
HISTORY: 1994 Act No. 392, Section 1.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 46 - Telephone Cooperative Act › Section 33-46-750. Notice of winding up proceedings.

After the filing of the certificate and affidavit by the Secretary of State, the board of directors 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 telephone cooperative is located.
HISTORY: 1994 Act No. 392, Section 1.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 46 - Telephone Cooperative Act › Section 33-46-760. Directors' powers to settle affairs.

The board of directors has full power to wind up and settle the affairs of the telephone cooperative, convey and dispose of its property and assets, pay, satisfy, and discharge its debts, obligations, and liabilities, and do all other things required to liquidate its business and affairs and, after paying or adequately providing for the payment of all its debts, obligations, and liabilities, shall distribute the remainder of its property and assets among its members in proportion to the aggregate patronage of each such member during the seven years next preceding the date of such filing of the certificate or, if the telephone cooperative was not in existence for such period, during the period of its existence.
HISTORY: 1994 Act No. 392, Section 1.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 46 - Telephone Cooperative Act › Section 33-46-770. Execution of articles of dissolution.

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 a certificate of election to dissolve and the date on which the certificate was filed by the Secretary of State 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 for filing as provided in this chapter.
HISTORY: 1994 Act No. 392, Section 1.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 46 - Telephone Cooperative Act › Section 33-46-800. Conversion of existing corporation into telephone cooperative.

Any corporation organized under the laws of the State of South Carolina for the purpose of providing communications and informational services in rural areas pursuant to Title 33, Chapter 45 may be converted into a telephone cooperative and become subject to this chapter with the same effect as if originally organized under this chapter by complying with the requirements of this article.
HISTORY: 1994 Act No. 392, Section 1.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 46 - Telephone Cooperative Act › Section 33-46-810. Proposed articles of conversion; contents; approval.

The proposition for the conversion of such corporation into a telephone cooperative and the proposed articles of 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 the Secretary of State;
(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.
HISTORY: 1994 Act No. 392, Section 1.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 46 - Telephone Cooperative Act › Section 33-46-820. Vote of members on proposed articles of conversion.

The proposition for the conversion of the corporation into a telephone cooperative and the proposed articles of conversion approved by the board of directors of such corporation must then be submitted to a vote of the members or shareholders, as the case may be, of such corporation at any annual or special meeting thereof, the notice of which shall set forth full particulars concerning the proposed conversion. The proposition for the conversion of such corporation into a telephone cooperative and the proposed articles of conversion, with amendments thereto as the members or shareholders of such corporation shall choose to make, must be considered approved upon approval by the board of directors or the affirmative majority vote of those members of such corporation present and voting thereon at such meeting or, if such corporation is a stock corporation, upon the affirmative vote of the holders of a majority of the shares of such corporation represented at such meeting.
HISTORY: 1994 Act No. 392, Section 1.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 46 - Telephone Cooperative Act › Section 33-46-830. Approved articles of conversion; execution.

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 for filing as provided in this chapter.
HISTORY: 1994 Act No. 392, Section 1.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 47 - Marketing Cooperative Associations › Section 33-47-10. Short title.

This chapter shall be referred to as the "Cooperative Marketing Act."
HISTORY: 1962 Code Section 12-901; 1952 Code Section 12-901; 1942 Code Section 6500; 1932 Code Section 6500; Civ. C. '22 Section 3404; 1921 (32) 339.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 47 - Marketing Cooperative Associations › Section 33-47-20. Definitions.

As used in this chapter:
(1) The term "agricultural products" shall include horticultural, viticultural, forestry, dairy, livestock, poultry, bee and any other farm products;
(2) The term "member" shall include actual members of associations without capital stock and holders of common stock in associations organized with capital stock; and
(3) The term "association" means any corporation organized under this chapter.
Associations organized hereunder shall be deemed nonprofit, inasmuch as they are not organized to make profit for themselves, as such, or for their members, as such, but only for their members as producers.
HISTORY: 1962 Code Section 12-902; 1952 Code Section 12-902; 1942 Code Section 6500; 1932 Code Section 6500; Civ. C. '22 Section 3404; 1921 (32) 339.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 47 - Marketing Cooperative Associations › Section 33-47-30. Declaration of purpose.

In order to promote, foster and encourage the intelligent and orderly marketing of agricultural products through cooperating, to eliminate speculation and waste, to make the distribution of agricultural products as direct as can be efficiently done between producer and consumer and to stabilize the marketing problems of agricultural products this chapter is enacted.
HISTORY: 1962 Code Section 12-903; 1952 Code Section 12-903; 1942 Code Section 6499; 1932 Code Section 6499; Civ. C. '22 Section 3403; 1921 (32) 339.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 47 - Marketing Cooperative Associations › Section 33-47-40. Applicability of general corporation laws.

The provisions of the general corporation laws of this State, and all powers and rights thereunder, shall apply to and be conferred upon the associations organized hereunder, except when such provisions are in conflict with, or inconsistent with, the express provisions of this chapter.
HISTORY: 1962 Code Section 12-904; 1952 Code Section 12-904; 1942 Code Section 6525; 1932 Code Section 6525; Civ. C. '22 Section 3429; 1921 (32) 339.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 47 - Marketing Cooperative Associations › Section 33-47-50. Associations not deemed illegal combinations in restraint of trade.

No association organized hereunder shall be deemed to be a combination in restraint of trade or an illegal monopoly or an attempt to lessen competition or fix prices arbitrarily. Nor shall the marketing contracts or agreements between the association and its members or any agreement authorized in this chapter be considered illegal or in restraint of trade.
HISTORY: 1962 Code Section 12-905; 1952 Code Section 12-905; 1942 Code Section 6523; 1932 Code Section 6523; Civ. C. '22 Section 3427; 1921 (32) 339.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 47 - Marketing Cooperative Associations › Section 33-47-60. Marketing information available from Clemson University.

Every group of persons contemplating the organization of an association under this chapter is urged to communicate with the director of the extension service of Clemson University who will inform it of whatever a survey of the marketing conditions affecting the commodities to be handled by the proposed association indicates regarding probable success.
HISTORY: 1962 Code Section 12-906; 1952 Code Section 12-906; 1942 Code Section 6503; 1932 Code Section 6503; Civ. C. '22 Section 3407; 1921 (32) 339.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 47 - Marketing Cooperative Associations › Section 33-47-70. Organization of association.

Five or more persons engaged in the production of agricultural products may form a nonprofit cooperative association with or without capital stock under the provisions of this chapter.
HISTORY: 1962 Code Section 12-907; 1952 Code Section 12-907; 1942 Code Section 6501; 1932 Code Section 6501; Civ. C. '22 Section 3405; 1921 (32) 339.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 47 - Marketing Cooperative Associations › Section 33-47-80. Purposes for which associations may be formed.

An association may be organized to engage in any activity in connection with:
(1) The producing, marketing or selling of the agricultural products of its members;
(2) The harvesting, preserving, drying, processing, canning, packing, storing, handling, shipping or utilization thereof;
(3) The manufacturing or marketing of the by-products thereof;
(4) The manufacturing, selling or supplying to its members of machinery, equipment or supplies;
(5) The financing of the above-enumerated activities; or
(6) More than one of the activities specified herein.
HISTORY: 1962 Code Section 12-908; 1952 Code Section 12-908; 1942 Code Section 6502; 1932 Code Section 6502; Civ. C. '22 Section 3406; 1921 (32) 339; 1934 (38) 1497.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 47 - Marketing Cooperative Associations › Section 33-47-90. Adoption of chapter by corporations or associations already formed.

Any corporation or association organized under previously existing statutes may by a majority vote of its stockholders or 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, 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.
HISTORY: 1962 Code Section 12-909; 1952 Code Section 12-909; 1942 Code Section 6521; 1932 Code Section 6521; Civ. C. '22 Section 3425; 1921 (32) 339.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 47 - Marketing Cooperative Associations › Section 33-47-100. Participation of associations in other associations.

An association may organize, form, operate, own, control, have an interest in, own stock of or be a member of any other corporation with or without capital stock and engaged in preserving, drying, processing, canning, storing, handling, shipping, utilizing, manufacturing, marketing or selling the agricultural products handled by the association, or the by-products thereof.
HISTORY: 1962 Code Section 12-910; 1952 Code Section 12-910; 1942 Code Section 6519; 1932 Code Section 6519; Civ. C. '22 Section 3423; 1921 (32) 339.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 47 - Marketing Cooperative Associations › Section 33-47-110. Annual reports.

Each association formed under this chapter shall prepare and make out an annual report on forms furnished by the director of the State extension service of Clemson University containing:
(1) The name of the association;
(2) Its principal place of business; and
(3) A general statement of its business operations during the fiscal year, showing
(a) the amount of capital stock paid up and the number of stockholders, if a stock association, or the number of members and amount of membership fees received, if a nonstock association,
(b) the total expenses of operations,
(c) the amount of its indebtedness or liability and
(d) its balance sheets.
HISTORY: 1962 Code Section 12-911; 1952 Code Section 12-911; 1942 Code Section 6517; 1932 Code Section 6517; Civ. C. '22 Section 3421; 1921 (32) 339.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 47 - Marketing Cooperative Associations › Section 33-47-120. Annual license fee; exemption from franchise and license tax.

Each association organized hereunder and all production credit associations organized under the act of Congress known as the Farm Credit Act of 1933 shall pay an annual license fee of ten dollars but shall be exempt from all franchise or license taxes.
HISTORY: 1962 Code Section 12-912; 1952 Code Section 12-912; 1942 Code Section 6526; 1932 Code Section 6526; Civ. C. '22 Section 3430; 1921 (32) 339; 1967 (55) 650.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 47 - Marketing Cooperative Associations › Section 33-47-210. Articles of incorporation.

Each association formed under this chapter must prepare and file articles of incorporation setting forth:
(1) The name of the association;
(2) The purpose for which it is formed;
(3) The place where its principal business will be transacted;
(4) The term for which it is to exist, not exceeding fifty years;
(5) The names and addresses of those (not less than five) who are to serve as directors for the first term or until the election of their successors;
(6) If organized without capital stock, whether the property rights and interest of each member shall be equal or unequal and, if unequal, the general rule or rules applicable to all members by which the property rights and interests, respectively, of each member may and shall be determined and fixed; and
(7) If organized with capital stock, the amount of such stock and the number of shares into which it is divided and the par value thereof. If the capital stock be divided into preferred and common stock the articles of incorporation must contain a statement of the number of shares of stock to which preference is granted and the number of shares of stock to which no preference is granted and the nature and extent of the preference and privileges granted to each.
In addition to the foregoing the articles of incorporation may contain any provisions consistent with law with respect to the corporation's management, regulation, government, financing, indebtedness, membership, establishment of voting districts and election of delegates for representative purposes, the issuance, retirement and transfer of its stock, if formed with capital stock, the way or manner in which the association shall operate with respect to its members, officers or directors or any other provisions relating to its affairs.
HISTORY: 1962 Code Section 12-921; 1952 Code Section 12-921; 1942 Code Section 6506; 1932 Code Section 6506; Civ. C. '22 Section 3410; 1921 (32) 339; 1935 (39) 163.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 47 - Marketing Cooperative Associations › Section 33-47-215. Reinstatement of a marketing cooperative association.

(A) An association whose term of existence has expired may apply to the Secretary of State for reinstatement within two years after the effective date of expiration. The application must:
(1) recite the name of the association and the effective date of its expiration; and
(2) include revised articles of incorporation with a new term as required by Section 33-47-210(4).
(B) If the Secretary of State determines the application contains the information required by subsection (A) and the information is correct, the Secretary of State shall cancel the expiration and prepare a certificate of reinstatement reciting its determination and the effective date of reinstatement, file the original of the certificate, and provide a copy to the association.
(C) When reinstatement is effective, it relates back to and takes effect as of the effective date of the expiration and the association shall resume carrying on its activities as if the expiration had never occurred.
HISTORY: 2016 Act No. 149 (S.1049), Section 1, eff April 21, 2016.
Code Commissioner's Note
2016 Act No. 149, Section 1, which proposed to enact a Section 33-47-1160, has been renumbered Section 33-47-215 at the direction of the Code Commissioner.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 47 - Marketing Cooperative Associations › Section 33-47-220. Execution and filing of articles; effect thereof.

The articles must be subscribed by the incorporators and acknowledged by one of them before an officer authorized by the law of this State to take and certify acknowledgments of deeds and conveyances and shall be filed in accordance with the provisions of the general corporation law of this State. When so filed they shall be received in all of the courts of this State and other places as prima facie evidence of the facts contained therein and of the due incorporation of such association. A certified copy of the articles of incorporation shall also be filed with the director of the State extension service of Clemson University.
HISTORY: 1962 Code Section 12-922; 1952 Code Section 12-922; 1942 Code Section 6506; 1932 Code Section 6506; Civ. C. '22 Section 3410; 1921 (32) 339; 1935 (39) 163.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 47 - Marketing Cooperative Associations › Section 33-47-230. Powers of association.

Each association incorporated under this chapter shall, in addition to the powers conferred on all private corporations by Section 33-3-102, have the following powers:
(1) To engage in any activity in connection with
(a) the producing, marketing, selling, harvesting, preserving, drying, processing, canning, packing, storing, handling or utilization of any agricultural products produced or delivered to it by its members,
(b) the manufacturing or marketing of the by-products thereof,
(c) the purchase, hiring or use by its members of supplies, machinery or equipment,
(d) the financing of any such activities or
(e) more than one of the activities specified in this section;
(2) To borrow money and to make advances to members;
(3) To act as agent or representative of any member in any of the above-mentioned activities;
(4) To purchase or otherwise acquire and to hold, own and exercise all rights of ownership in and to sell, transfer or pledge shares of the capital stock or bonds of any corporation or association engaged in any related activity or in the handling or marketing of any of the products handled by the association;
(5) To establish reserves and to invest the funds thereof in bonds or such other property as may be provided in the bylaws;
(6) To buy, hold and exercise all privileges of ownership over such real or personal property as may be necessary or convenient for the conduct and operation of any of the business of the association or incidental thereto; and
(7) To do each and everything necessary, suitable or proper for the accomplishment of any of the purposes or the attainment of any of the objects herein enumerated or conducive to or expedient for the interest or benefit of the association and to contract accordingly; to exercise and possess all powers, rights and privileges necessary or incidental to the purposes for which the association is organized or to the activities in which it is engaged and any other rights, powers and privileges granted by the laws of this State to ordinary corporations, except such as are inconsistent with the express provisions of this chapter; and to do any such thing anywhere.
HISTORY: 1962 Code Section 12-923; 1952 Code Section 12-923; 1942 Code Section 6504; 1932 Code Section 6504; Civ. C. '22 Section 3408; 1921 (32) 339; 1934 (38) 1497; 1935 (39) 163.
Code Commissioner's Note
The reference in the opening paragraph to 33-37-30 was changed to Section 33-3-102 at the direction of the Code Commissioner to reflect the recodification by 1988 Act no. 444, Section 2.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 47 - Marketing Cooperative Associations › Section 33-47-240. Amendment of articles of incorporation.

The articles of incorporation may be altered or amended at any regular meeting or at any special meeting called for that purpose. An amendment must first be approved by two thirds of the directors and then adopted by a vote representing a majority of a quorum of the members attending a meeting prior to which notice of the proposed amendment shall have been given. Amendments to the articles of incorporation when so adopted shall be filed in accordance with the provisions of the general corporation law of this State.
HISTORY: 1962 Code Section 12-924; 1952 Code Section 12-924; 1942 Code Section 6507; 1932 Code Section 6507; Civ. C. '22 Section 3411; 1921 (32) 339; 1935 (39) 163.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 47 - Marketing Cooperative Associations › Section 33-47-250. Amendments requiring approval of three fourths of members.

The provisions of the articles of incorporation inserted therein pursuant to item (6) of Section 33-47-210 shall not be altered, amended or repealed except by the written consent or vote of three fourths of the members.
HISTORY: 1962 Code Section 12-925; 1952 Code Section 12-925; 1942 Code Section 6506; 1932 Code Section 6506; Civ. C. '22 Section 3410; 1921 (32) 339; 1935 (39) 163.