Any two or more telephone cooperatives, each of which is hereinafter designated a "consolidating cooperative", may consolidate into a new telephone cooperative, hereinafter designated the "new cooperative", by complying with the following requirements:
(1) The proposition for the consolidation of the consolidating cooperatives into the new cooperative and proposed articles of consolidation to give effect thereto must be first approved by the board of directors of each consolidating cooperative. The proposed articles of consolidation shall recite in the caption that they are executed pursuant to this chapter and shall state:
(a) the name of each consolidating telephone cooperative, the address of its principal office, and the date of the filing of its articles of incorporation in the Office of the Secretary of State;
(b) the name of the new telephone cooperative and the address of its principal office;
(c) the names and addresses of the persons who shall constitute the first board of directors of the new cooperative;
(d) the terms and conditions of the consolidation and the mode of carrying the same into effect, including the manner and basis of converting memberships in each consolidating cooperative into memberships in the new cooperative and the issuance of certificates of membership or other evidence of membership in respect of such converted memberships; and
(e) any provisions not inconsistent with this chapter considered necessary or advisable for the conduct of the business and affairs of the new telephone cooperative.
(2) The proposition for the consolidation of the consolidating telephone cooperatives into the new telephone cooperative and the proposed articles of consolidation approved by the board of directors of each consolidating telephone cooperative must then be submitted to a vote of the members of each consolidating cooperative at any annual or special meeting thereof, the notice of which shall set forth full particulars concerning the proposed consolidation. The proposed consolidation and the proposed articles of consolidation must be considered approved upon the affirmative vote of not less than two-thirds of those members of each consolidating telephone cooperative present and voting thereon at such meeting.
(3) Upon such approval by the members of the respective consolidating telephone cooperatives, articles of consolidation in the form approved must be executed and acknowledged on behalf of each consolidating cooperative by the director carrying out the duties performed generally by 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 performed generally by the president or vice president of each consolidating telephone cooperative executing such articles of consolidation 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 consolidation and affidavits 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.