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.
Structure South Carolina Code of Laws
Title 33 - Corporations, Partnerships and Associations
Chapter 46 - Telephone Cooperative Act
Section 33-46-10. Short title.
Section 33-46-20. Definitions.
Section 33-46-30. Notice of meeting; waiver.
Section 33-46-40. Subject to jurisdiction of Public Service Commission; rights and privileges.
Section 33-46-50. Title 35 not applicable to indebtedness.
Section 33-46-60. Construction of chapter.
Section 33-46-70. No repeal of provisions by implication.
Section 33-46-80. Subject to tax laws for cooperatives.
Section 33-46-100. Rights, privileges, and responsibilities.
Section 33-46-220. Organization.
Section 33-46-230. Articles of incorporation.
Section 33-46-240. Naming of telephone cooperative.
Section 33-46-300. Powers of telephone cooperatives.
Section 33-46-310. Representation of ownership interests; voting.
Section 33-46-320. Bylaws; adoption, amendment, or repeal; contents.
Section 33-46-330. Sale of assets; procedures.
Section 33-46-340. Authority to mortgage or pledge of security of assets.
Section 33-46-400. Membership of telephone cooperative.
Section 33-46-430. Voting procedures.
Section 33-46-450. Entitlement to vote; voting by proxy.
Section 33-46-470. Members and their property exempt from liability for cooperative's debts.
Section 33-46-500. Number and qualifications of directors; removal and election of successors.
Section 33-46-510. Implementation or exercise of emergency bylaws and powers.
Section 33-46-530. Indemnification of expenses of successful director's defense or proceeding.
Section 33-46-540. General standards for directors.
Section 33-46-550. Directors from different districts in service area; staggered elections.
Section 33-46-600. Requirements for amending articles of incorporation.
Section 33-46-610. Change of location of principal office; filing of certificate.
Section 33-46-620. Consolidation of cooperatives.
Section 33-46-630. Merging of cooperatives.
Section 33-46-640. Effect of consolidation or merger.
Section 33-46-650. Merger of telephone cooperative into different corporation.
Section 33-46-700. Dissolution of telephone cooperative prior to commencement of business.
Section 33-46-710. Dissolution of telephone cooperative which has commenced business.
Section 33-46-720. Recommendation of dissolution; membership vote; meeting; notice.
Section 33-46-730. Certificate of election to dissolve.
Section 33-46-740. Filing of certificate and affidavit.
Section 33-46-750. Notice of winding up proceedings.
Section 33-46-760. Directors' powers to settle affairs.
Section 33-46-770. Execution of articles of dissolution.
Section 33-46-800. Conversion of existing corporation into telephone cooperative.
Section 33-46-810. Proposed articles of conversion; contents; approval.
Section 33-46-820. Vote of members on proposed articles of conversion.
Section 33-46-830. Approved articles of conversion; execution.