reglab/statecodes huggingface dataset:
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 44 - Uniform Limited Liability Company Act Of 1996 › Section 33-44-1008. Effect of failure to obtain certificate of authority.

(a) A foreign limited liability company transacting business in this State may not maintain an action or proceeding in this State unless it has a certificate of authority to transact business in this State.
(b) The failure of a foreign limited liability company to have a certificate of authority to transact business in this State does not impair the validity of a contract or act of the company or prevent the foreign limited liability company from defending an action or proceeding in this State.
(c) Limitations on personal liability of managers, members, and their transferees are not waived solely by transacting business in this State without a certificate of authority.
(d) If a foreign limited liability company transacts business in this State without a certificate of authority, it appoints the Secretary of State as its agent for service of process for claims for relief arising out of the transaction of business in this State.
HISTORY: 1996 Act No. 343, Section 2.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 44 - Uniform Limited Liability Company Act Of 1996 › Section 33-44-1009. Action by Attorney General.

The Attorney General may maintain an action to restrain a foreign limited liability company from transacting business in this State in violation of this article.
HISTORY: 1996 Act No. 343, Section 2.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 44 - Uniform Limited Liability Company Act Of 1996 › Section 33-44-1101. Right of action.

A member of a limited liability company may maintain an action in the right of the company if the members or managers having authority to do so have refused to commence the action or an effort to cause those members or managers to commence the action is not likely to succeed.
HISTORY: 1996 Act No. 343, Section 2.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 44 - Uniform Limited Liability Company Act Of 1996 › Section 33-44-1102. Proper plaintiff.

In a derivative action for a limited liability company, the plaintiff must be a member of the company when the action is commenced; and
(1) must have been a member at the time of the transaction of which the plaintiff complains; or
(2) the plaintiff's status as a member must have devolved upon the plaintiff by operation of law or pursuant to the terms of the operating agreement from a person who was a member at the time of the transaction.
HISTORY: 1996 Act No. 343, Section 2.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 44 - Uniform Limited Liability Company Act Of 1996 › Section 33-44-1103. Pleading.

In a derivative action for a limited liability company, the complaint must set forth with particularity the effort of the plaintiff to secure initiation of the action by a member or manager or the reasons for not making the effort.
HISTORY: 1996 Act No. 343, Section 2.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 44 - Uniform Limited Liability Company Act Of 1996 › Section 33-44-1104. Expenses.

If a derivative action for a limited liability company is successful, in whole or in part, or if anything is received by the plaintiff as a result of a judgment, compromise, or settlement of an action or claim, the court may award the plaintiff reasonable expenses, including reasonable attorney's fees, and shall direct the plaintiff to remit to the limited liability company the remainder of the proceeds received.
HISTORY: 1996 Act No. 343, Section 2.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 44 - Uniform Limited Liability Company Act Of 1996 › Section 33-44-1201. Uniformity of application and construction.

This chapter shall be applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of this chapter among states enacting it.
HISTORY: 1996 Act No. 343, Section 2.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 44 - Uniform Limited Liability Company Act Of 1996 › Section 33-44-1203. Severability clause.

If any provision of this chapter or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of this chapter which can be given effect without the invalid provision or application, and to this end the provisions of this chapter are severable.
HISTORY: 1996 Act No. 343, Section 2.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 44 - Uniform Limited Liability Company Act Of 1996 › Section 33-44-1204. Fees.

(a) The Secretary of State shall collect the following fees when the documents described in this subsection are delivered to him for filing:
(1) articles of organization of a limited liability company: one hundred ten dollars.
(2) amendment or restatement of the articles of organization of a limited liability company: one hundred ten dollars.
(3) articles of merger involving a domestic or foreign limited liability company: one hundred ten dollars.
(4) application by a foreign limited liability company for a certificate of authority to transact business in South Carolina: one hundred ten dollars.
(5) amendment by a foreign limited liability company of its certificate of authority: one hundred ten dollars.
(6) application for reservation of a limited liability company name: twenty-five dollars.
(7) notice of transfer of a reserved limited liability company name: ten dollars.
(8) annual application for registration or renewal of a foreign limited liability company name: ten dollars.
(9) statement of change of designated office or agent for the service of process, or both: ten dollars.
(10) articles of termination: ten dollars.
(11) application for reinstatement after administrative dissolution: twenty-five dollars.
(12) application for certificate of cancellation: ten dollars.
(13) application for certificate of existence or authorization: ten dollars.
(14) other document required or authorized to be filed pursuant to this chapter: two dollars.
(b) The Secretary of State shall collect a fee of ten dollars each time process is served on him under this chapter. The party to a proceeding causing service of process is entitled to recover this fee as costs if he prevails in the proceeding.
(c) The Secretary of State shall collect the following fees for copying and certifying the copy of any filed document relating to a domestic or foreign limited liability company:
(1) for copying, one dollar for the first page and fifty cents for each additional page; and
(2) two dollars for each certificate.
HISTORY: 1996 Act No. 343, Section 2; 2004 Act No. 221, Section 37.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 44 - Uniform Limited Liability Company Act Of 1996 › Section 33-44-1205. Term partnership includes limited liability company.

Except (1) as otherwise required by the context, (2) as inconsistent with the provisions of this chapter, and (3) for this chapter, Chapters 41 and 42 of Title 33, and Title 12, the term "partnership" or "general partnership", when used in any other statute or in any regulation, includes and also means "limited liability company."
HISTORY: 1996 Act No. 343, Section 2.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 44 - Uniform Limited Liability Company Act Of 1996 › Section 33-44-1206. Transitional provisions.

(a) Before January 1, 2001, this chapter governs only a limited liability company organized:
(1) after the effective date of this chapter, unless the company is continuing the business of a dissolved limited liability company under Section 33-43-901.3; and
(2) before the effective date of this chapter, which elects, as provided by subsection (c), to be governed by this chapter.
(b) On and after January 1, 2001, this chapter governs all limited liability companies.
(c) Before January 1, 2001, a limited liability company voluntarily may elect, in the manner provided in its operating agreement or by law for amending the operating agreement, to be governed by this chapter.
(d) Before January 1, 2001, this chapter governs only a foreign limited liability company which applies for a certificate of authority (or amended certificate) to transact business in this State after the effective date of this chapter, or which first transacts business in this State after the effective date of this chapter.
(e) Notwithstanding any other provision of this chapter, after January 1, 2001, the Secretary of State may commence a proceeding to dissolve a limited liability company under Section 33-44-809, if the company was formed prior to the effective date of this act and its articles of organization are not in conformity with Section 33-44-203.
(f) Notwithstanding any other provision of this chapter, after January 1, 2001, the Secretary of State may revoke a foreign limited liability company's certificate of authority under Section 33-44-1006, if the company was granted a certificate of authority prior to the effective date of this act and its latest application for a certificate or amended certificate of authority does not set forth the information required by Section 33-44-1002.
HISTORY: 1996 Act No. 343, Section 2.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 44 - Uniform Limited Liability Company Act Of 1996 › Section 33-44-1208. Qualification of foreign corporation.

A foreign corporation is not required to qualify to do business in South Carolina merely because it is a member of a manager-run limited liability company, or because it is a member in a limited liability company but does not take part in the management of the limited liability company.
HISTORY: 2004 Act No. 221, Section 6.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 45 - Cooperative Associations Generally › Section 33-45-10. Definitions.

For the purposes of this chapter the words "association," "society," "company," "union," and "exchange" shall have the same signification and shall import a corporation.
HISTORY: 1962 Code Section 12-801; 1952 Code Section 12-801; 1942 Code Section 8137; 1932 Code Section 8137; Civ. C. '22 Section 4331; 1915 (29) 235.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 45 - Cooperative Associations Generally › Section 33-45-20. Restrictions on use of the term "cooperative".

No corporation or association organized or doing business for profit in this State after March 21, 1915, is entitled to use the term "cooperative" as part of its corporate or other business name or title unless it has complied with the provisions of this chapter or unless it is incorporated under Chapters 46 or 49 of this title or under Chapter 27 of Title 34. Any corporation or association violating the provisions of this section may be enjoined from doing business under such name at the instance of any stockholder of any association legally organized hereunder.
HISTORY: 1962 Code Section 12-802; 1952 Code Section 12-802; 1942 Code Section 8149; 1932 Code Section 8149; Civ. C. '22 Section 4343; 1915 (29) 235; 1952 (47) 1950; 1994 Act No. 392, Section 2.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 45 - Cooperative Associations Generally › Section 33-45-30. Cooperative associations authorized.

The members of a limited liability company organized pursuant to Chapter 43 or Chapter 44 of this title or five or more persons, residents of this State, may associate themselves as a cooperative association, society, company, union, or exchange for the purpose of conducting within this State any agricultural, dairy, mercantile, mining, mechanical, or manufacturing business on the cooperative plan.
HISTORY: 1962 Code Section 12-803; 1952 Code Section 12-803; 1942 Code Section 8137; 1932 Code Section 8137; Civ. C. '22 Section 4331; 1915 (29) 235; 1999 Act No. 118, Section 3.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 45 - Cooperative Associations Generally › Section 33-45-40. Filing of petition with Secretary of State.

They shall file with the Secretary of State a written petition, signed by themselves, setting forth:
(1) The names and residences of the petitioners;
(2) The name of the proposed corporation, which shall include the word "cooperative";
(3) The place at which it proposes to have its principal place of business;
(4) The general nature of the business which it proposes to engage in;
(5) The amount of capital stock of the association and how and when payable;
(6) The number of shares into which the capital stock is to be divided and the par value of each share; and
(7) All other matters which it may be desirable to set forth.
HISTORY: 1962 Code Section 12-804; 1952 Code Section 12-804; 1942 Code Sections 8137, 8138; 1932 Code Sections 8137, 8138; Civ. C. '22 Sections 4331, 4332; 1915 (29) 235.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 45 - Cooperative Associations Generally › Section 33-45-50. Issuance of commission by Secretary of State.

Upon the filing of the petition as above and upon the payment of the fee for filing such petition the Secretary of State shall issue to the petitioners a commission constituting them a board of incorporators and authorizing them to open books of subscription to the capital stock of the proposed association after such public notice, not exceeding ten days, as he may require in such commission.
HISTORY: 1962 Code Section 12-805; 1952 Code Section 12-805; 1942 Code Section 8139; 1932 Code Section 8139; Civ. C. '22 Section 4333; 1915 (29) 235.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 45 - Cooperative Associations Generally › Section 33-45-60. Payment of subscriptions.

All subscriptions to the capital stock of any association organized under this chapter shall be payable in money or in labor or property at its money value and shall be listed, the labor or the property and the value thereof to be specified in the list of subscriptions. But no subscription in labor or property shall be received unless such labor or property and the value thereof, so to be specified as aforesaid, be approved by the board of incorporators.
HISTORY: 1962 Code Section 12-806; 1952 Code Section 12-806; 1942 Code Section 8140; 1932 Code Section 8140; Civ. C. '22 Section 4334; 1915 (29) 235.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 45 - Cooperative Associations Generally › Section 33-45-70. Effect of failure to perform labor or deliver property.

In case of failure to perform the labor or to deliver the property according to the terms of the subscription the money value thereof, as specified in the list of subscriptions, shall be paid by the subscribers.
HISTORY: 1962 Code Section 12-807; 1952 Code Section 12-807; 1942 Code Section 8140; 1932 Code Section 8140; Civ. C. '22 Section 4334; 1915 (29) 235.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 45 - Cooperative Associations Generally › Section 33-45-80. Minimum amount and par value of stock.

No association shall be formed under this chapter with a capital stock less than one hundred dollars. The par value of the shares shall not be less than five dollars.
HISTORY: 1962 Code Section 12-808; 1952 Code Section 12-808; 1942 Code Section 8141; 1932 Code Section 8141; Civ. C. '22 Section 4335; 1915 (29) 235.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 45 - Cooperative Associations Generally › Section 33-45-90. Limitation on vote and amount of stock of single stockholder.

No stockholder shall own shares of a greater par value than one fifth of the capital stock of the association or be entitled to more than one vote on any subject arising in the management of the association.
Notwithstanding the above provisions of this section, a telephone cooperative association may own a majority or all of the capital stock of another corporation or cooperative association and may cast votes on subjects pertaining to the management of the other corporation or cooperative association in an amount proportionally equal to the number of shares owned therein.
HISTORY: 1962 Code Section 12-809; 1952 Code Section 12-809; 1942 Code Section 8141; 1932 Code Section 8141; Civ. C. '22 Section 4335; 1915 (29) 235; 1983 Act No. 67, Section 1.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 45 - Cooperative Associations Generally › Section 33-45-100. Organization and election of directors.

When not less than fifty per cent of the proposed capital stock shall have been subscribed by bona fide subscribers the board of incorporators shall call all the subscribers together. At such meeting of the subscribers, if a majority of them shall be present in person or by proxy, the subscribers shall proceed to the organization of the association by the election from themselves of a board of directors not less than five nor more than nine in number, each subscriber having one vote and no more.
HISTORY: 1962 Code Section 12-810; 1952 Code Section 12-810; 1942 Code Section 8142; 1932 Code Section 8142; Civ. C. '22 Section 4336; 1915 (29) 235; 1938 (40) 1665.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 45 - Cooperative Associations Generally › Section 33-45-110. Management of affairs of corporation; removal of directors or officers.

This board of directors shall manage the affairs of the association for such term of office as the bylaws may prescribe and until their successors shall have been elected and shall have qualified and entered upon the discharge of their duties. But a majority of the stockholders at a meeting legally called according to the bylaws of the association may remove any director or officer for cause and fill the vacancy and thereupon the director or officer so removed shall cease to be a director or officer of the association.
HISTORY: 1962 Code Section 12-811; 1952 Code Section 12-811; 1942 Code Section 8142; 1932 Code Section 8142; Civ. C. '22 Section 4336; 1915 (29) 235; 1938 (40) 1665.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 45 - Cooperative Associations Generally › Section 33-45-120. Officers.

The officers of every such association shall be a president, a secretary and a treasurer or a secretary-treasurer combined, who shall be elected annually by the directors. Each of said officers must be a director of the association. The treasurer or secretary-treasurer shall give such bond as the board of directors may require.
HISTORY: 1962 Code Section 12-812; 1952 Code Section 12-812; 1942 Code Section 8142; 1932 Code Section 8142; Civ. C. '22 Section 4336; 1915 (29) 235; 1938 (40) 1665.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 45 - Cooperative Associations Generally › Section 33-45-130. Calls for payment of subscriptions.

The board of directors shall call for the payment of the subscriptions to the capital either in whole or in such installments as it may see fit.
HISTORY: 1962 Code Section 12-813; 1952 Code Section 12-813; 1942 Code Section 8142; 1932 Code Section 8142; Civ. C. '22 Section 4336; 1915 (29) 235; 1938 (40) 1665.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 45 - Cooperative Associations Generally › Section 33-45-140. Issuance of certificate of charter; recordation.

Upon the payment to the treasurer or the secretary-treasurer of the association of at least twenty per cent of the aggregate amount of the capital subscribed payable in money and also upon the delivery of at least twenty per cent of the property subscribed to the aggregate amount of the capital stock or upon its delivery being secured by such obligations of the subscribers as the board of directors may approve, the board of directors shall, over their own signatures, certify to the Secretary of State that all the requirements for the formation of the corporation have been complied with. Upon the filing of this return by the directors and the payment of the required fee for filing such return and upon the receipt of the charter fee as now provided by law the Secretary of State shall issue to the board of incorporators a certificate of charter authorizing the association to commence business under the name and for the purposes indicated in the written declaration. The certificate of charter granted by the Secretary of State shall be recorded in the office of the register of deeds or the clerk for the county in which such association shall have a business office. The board of incorporators shall turn over to the proper officers of the association all subscriptions, lists or other papers which they have taken as incorporators and all such papers shall be as valid as if taken and made by the corporation.
HISTORY: 1962 Code Section 12-814; 1952 Code Section 12-814; 1942 Code Section 8143; 1932 Code Section 8143; Civ. C. '22 Section 4337; 1915 (29) 235.
Code Commissioner's Note
1997 Act No. 34, Section 1, directed the Code Commissioner to change all references to "Register of Mesne Conveyances" to "Register of Deeds" wherever appearing in the 1976 Code of Laws.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 45 - Cooperative Associations Generally › Section 33-45-145. Amendment of articles of incorporation.

A cooperative may amend its articles of incorporation by complying with the following requirements:
(1) The proposed amendment shall be first approved by the board of directors and shall then be submitted to a vote of the members at any annual or special meeting thereof. Notice of the proposed amendments shall be mailed to each member not less than ten days prior to the meeting at which it shall be voted upon. The proposed amendment, with such changes as the members shall choose to make therein, shall be deemed to be approved on the affirmative vote of not less than two thirds of those members voting thereon at such annual or special meeting.
(2) Upon such approval by the members, articles of amendment shall be executed and acknowledged on behalf of the cooperative by its president or vice-president and its corporate seal shall be affixed thereto and attested by its secretary. The articles of amendment shall recite in the caption that they are executed pursuant to this chapter and shall state
(a) the name of the cooperative,
(b) the address of its principal office,
(c) the date of the filing of its articles of incorporation in the office of the Secretary of State and
(d) the amendment to its articles of incorporation.
The president or vice-president executing such articles of amendment shall also make and annex thereto an affidavit stating that the provisions of this section were duly complied with. Such articles of amendment and affidavit shall be submitted to the Secretary of State for filing as provided in this chapter.
As used in this section "articles of incorporation" also means "certificate of charter" as used elsewhere in this chapter.
HISTORY: 1981 Act No. 48.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 45 - Cooperative Associations Generally › Section 33-45-150. Powers of association.

Each association created under this chapter may conduct any agricultural, dairy, mercantile, manufacturing or mechanical business on the cooperative plan and may buy, sell and deal in the products of any other cooperative company organized under the provisions of this chapter.
HISTORY: 1962 Code Section 12-815; 1952 Code Section 12-815; 1942 Code Section 8144; 1932 Code Section 8144; Civ. C. '22 Section 4338; 1915 (29) 235.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 45 - Cooperative Associations Generally › Section 33-45-160. Investment in other cooperative.

At any regular meeting or at any duly called special meeting at which at least a majority of all its stockholders shall be present an association organized under this chapter may, by a majority vote of those present, authorize the investment of its reserve fund or any part thereof or of not to exceed twenty-five per cent of its capital in the capital stock of any other cooperative association.
HISTORY: 1962 Code Section 12-816; 1952 Code Section 12-816; 1942 Code Section 8145; 1932 Code Section 8145; Civ. C. '22 Section 4339; 1915 (29) 235.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 45 - Cooperative Associations Generally › Section 33-45-170. Membership in cotton cooperative.

A person shall become a member of a cotton cooperative association organized or domesticated under the laws of this State only when the membership contract shall be in duplicate, shall state the time of the duration of such contract and shall be signed both by the member and the association. The signature of any person on a draft or check containing conditions which purport to make a person a member of a cotton cooperative association as a prerequisite to obtaining money on any draft or check given to him for any cotton which he has sold or pledged to any cotton cooperative association shall not be construed as making such person a member of the association, even though he has signed or endorsed the check or draft. Any person violating any of the terms of this section shall be guilty of a misdemeanor and, upon conviction, punished by a fine of not less than one hundred dollars and not more than one thousand dollars or by imprisonment for a period of not less than thirty days and not more than six months, or both, in the discretion of the court. Each violation of any provision of this section shall be deemed a separate offense.
HISTORY: 1962 Code Section 12-817; 1952 Code Section 12-817; 1942 Code Section 8149-1; 1937 (40) 540.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 45 - Cooperative Associations Generally › Section 33-45-180. Apportionment of earnings.

The directors of each association organized under this chapter, subject to revisions by the association at any general or duly called special meeting, shall apportion the earnings of the business in the following manner:
(1) They shall declare and pay dividends on the paid-up capital stock not exceeding six per cent per annum, such dividends to be paid at such time as the bylaws shall prescribe;
(2) They shall set aside annually not less than ten per cent of the net profits of the association for a reserve fund until there is accumulated in said reserve fund an amount not less than thirty per cent of the paid-up capital stock;
(3) They shall appropriate five per cent of the net profits for an educational fund to be used in teaching cooperation; and
(4) The remainder of such net profits shall be applied as a uniform dividend, as follows
(a) one half of such uniform dividend upon the amount of purchases of shareholders and upon the wages of employees and
(b) one half of such uniform dividend to nonshareholders on the amount of their purchases from and through the association, which may be credited to the account of such nonshareholder on account of the capital stock of the association.
But in productive associations, such as creameries, canneries, elevators, factories and the like, such dividends shall be on the raw material delivered instead of on goods purchased.
In case the association is both a selling and a productive concern the dividend may be on both raw material delivered and on goods purchased by patrons.
HISTORY: 1962 Code Section 12-818; 1952 Code Section 12-818; 1942 Code Section 8146; 1932 Code Section 8146; Civ. C. '22 Section 4340; 1915 (29) 235.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 45 - Cooperative Associations Generally › Section 33-45-190. Annual report to Commissioner of Agriculture.

Every association organized under the terms of this chapter shall, annually on or before the first day of January each year, make a report to the Commissioner of Agriculture. Such report shall contain:
(1) The name of the association;
(2) Its principal place of business; and
(3) Generally a statement as to its business showing
(a) total amount of business transacted,
(b) amount of capital stock subscribed for and paid in,
(c) number and names of stockholders,
(d) total expenses of operation,
(e) amount of indebtedness or liabilities and
(f) its profits and losses.
This annual report to the Commissioner of Agriculture shall be for his confidential information.
HISTORY: 1962 Code Section 12-819; 1952 Code Section 12-819; 1942 Code Section 8147; 1932 Code Section 8147; Civ. C. '22 Section 4341; 1915 (29) 235; 1936 (39) 1615; 1941 (42) 119.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 45 - Cooperative Associations Generally › Section 33-45-200. Other associations may accept benefits of chapter.

All cooperative corporations, associations or companies which were organized and doing business under the corporation statutes of this State or had attempted so to organize and so to do business prior to March 21, 1915 shall have the benefit of all the provisions of this chapter and shall be bound thereby on filing with the Secretary of State a written declaration signed and sworn to by the president and secretary to the effect that such cooperative company or association has, by a majority vote of its stockholders, decided to accept the benefits of, and to be bound by, the provisions of this chapter. No association organized under this chapter shall be required to do or to perform anything not specially required herein in order to become a corporation or to continue its business as such.
HISTORY: 1962 Code Section 12-820; 1952 Code Section 12-820; 1942 Code Section 8148; 1932 Code Section 8148; Civ. C. '22 Section 4342; 1915 (29) 235.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 46 - Telephone Cooperative Act › Section 33-46-20. Definitions.

In this chapter, unless the context otherwise requires:
(1) "Person" means any natural person, firm, association, corporation, business trust, partnership, federal agency, state or political subdivision, or agency thereof, or any body politic.
(2) "Member" means each incorporator of a cooperative and each person admitted to and retaining membership therein and includes a husband and wife admitted to joint membership.
(3) "Articles of incorporation" means the articles of conversion of a corporation converted to a telephone cooperative pursuant to Article 8 of this chapter.
(4) "Telephone cooperative" means a corporation which is financed, now or formerly, in whole or in part by the Department of Agriculture made under the provisions of the Rural Electric Act of 1936, Title 26, Section 922 of the United States Code, and acts amendatory thereto for the purposes of owning or operating in this State equipment or facilities for the transmission of intelligence through a communication service system including, but not limited to, telephone services, mobile radio, and cable television on a cooperative basis as is tax exempt pursuant to Internal Revenue Service Code 501(c)(12) or an association of like corporations exempt from tax pursuant to 501(c)(6), or operated under a cooperative basis pursuant to Subchapter T of the Internal Revenue Code and originally incorporated pursuant to Title 33, Chapter 45 of the South Carolina Code of Laws or this chapter.
(5) "Telephone service" means the providing of communication service including, but not limited to, the transmission of voice, sounds, signals, pictures, writing, or signs of all kinds through the use of electricity or the electromagnetic spectrum between the transmitting and receiving apparatus, together with any communication services requiring band-width capacity, community antenna, and cable television services and including all lines, wires, radio, lights, electromagnetic impulse and all facilities, systems, or other means used in the rendition of such services, but not including message telegram service or radio broadcasting services or facilities within the meaning of Section 3(o) of the Federal Communications Act of 1934, as amended (47 USC Section 153(o)).
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 33-46-30. Notice of meeting; waiver.

Whenever any notice is required to be given under the provisions of this chapter or under the provisions of the articles of incorporation or bylaws of a telephone cooperative, a waiver thereof in writing, signed by the person entitled to such notice, must be deemed equivalent to such notice. If a person entitled to notice of a meeting attends such meeting, the attendance constitutes a waiver of notice of the meeting, except in cases where the attendance is for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened. If the articles of incorporation or bylaws prescribe notice requirements not inconsistent with this section or other provisions of this chapter, those requirements govern. Notice may be in such forms as prescribed by Section 33-1-410(b). Written notice is effective when mailed, if mailed postpaid and correctly addressed to members or officers as shown in the records of the telephone cooperative. Oral notice is effective when communicated in a comprehensive manner.
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 33-46-40. Subject to jurisdiction of Public Service Commission; rights and privileges.

Telephone cooperatives transacting business in this State pursuant to this chapter are subject to the jurisdiction of the Public Service Commission of this State for such portions of their activities as are regulated by Title 58, Chapter 9 and have all rights and privileges granted a telephone utility as defined by Section 58-9-10(6).
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 33-46-50. Title 35 not applicable to indebtedness.

The provisions of Chapter 1 of Title 35 do not apply to any note, bond, or other evidence of indebtedness issued by a telephone cooperative transacting business pursuant to this chapter, to the United States of America, any agency or instrumentality thereof, or to any mortgage or deed of trust excluded to secure the same. The provisions of that title do not apply to the issuance of shares or membership certificates by any 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 33-46-60. Construction of chapter.

This chapter must be construed liberally. The enumeration of any object, purpose, power, manner, method, or thing must not be deemed to exclude like or similar objects, purposes, powers, manners, methods, or things.
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 33-46-70. No repeal of provisions by implication.

The provisions of this chapter are not intended to be repealed by implication. Should they be in conflict with other provisions of the Code of Laws, the provisions of this chapter prevail.
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 33-46-80. Subject to tax laws for cooperatives.

Each telephone cooperative transacting business in the State is subject to the tax laws as written or thereafter amended for cooperatives organized pursuant to Title 33, Chapter 45.
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 33-46-90. Filing of articles of incorporation, amendments, consolidations, mergers, conversions, or dissolutions and certificates of elections.

Articles of incorporation, amendments, consolidations, mergers, conversions, or dissolutions and certificates of election to dissolve and affidavits of compliance, as the case may be, when executed and acknowledged and accompanied by such affidavits as may be required by the provisions of this chapter, must be presented to the Secretary of State for filing in the records of that office. If the Secretary of State's office finds that the articles presented conform to the requirements of this chapter, it shall, upon payment of fees as prescribed in Section 33-1-220, file the articles so presented in the records of the office, and, upon such filing, the incorporation, amendment, consolidation, merger, conversion, or dissolution provided for therein is in effect.
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 33-46-100. Rights, privileges, and responsibilities.

Telephone cooperatives transacting business in the State have such rights, privileges, and responsibilities as specified in Sections 33-1-240, 33-1-250, 33-1-260, 33-1-270, and 33-1-280.
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 33-46-210. Purpose.

Telephone cooperative nonprofit membership corporations may be organized under this chapter for the purpose of rendering communication and information services and for such other and further acquisitions, construction, and extensions as may be reasonably necessary and expedient for the proper control and operation of said communication and/or information system.
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 33-46-230. 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.