Any two or more cooperatives, each of which is hereinafter designated a "consolidating cooperative," may consolidate into a new 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 shall be first approved by the board of trustees 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 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 cooperative and the address of its principal office,
(c) the names and addresses of the persons who shall constitute the first board of trustees 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 in respect of such converted memberships and
(e) any provisions not inconsistent with this chapter deemed necessary or advisable for the conduct of the business and affairs of the new cooperative.
(2) The proposition for the consolidation of the consolidating cooperatives into the new cooperative and the proposed articles of consolidation approved by the board of trustees of each consolidating cooperative shall 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 shall be deemed to be approved upon the affirmative vote of not less than two thirds of those members of each consolidating cooperative voting thereon at such meeting.
(3) Upon such approval by the members of the respective consolidating cooperatives, articles of consolidation in the form approved shall be executed and acknowledged on behalf of each consolidating cooperative by its president or vice-president and its seal shall be affixed thereto and attested by its secretary. The president or vice-president of each consolidating cooperative executing such articles of consolidation shall also make and annex thereto an affidavit stating that the provisions of this section were duly complied with by such cooperative. Such articles of consolidation and affidavits shall be submitted to the Secretary of State for filing as provided in this chapter.
HISTORY: 1962 Code Section 12-1053; 1952 Code Section 12-1053; 1942 Code Section 8555-103; 1939 (41) 240.
Structure South Carolina Code of Laws
Title 33 - Corporations, Partnerships and Associations
Chapter 49 - Electric Cooperatives
Section 33-49-10. Short title.
Section 33-49-20. Definitions.
Section 33-49-30. Waiver of notice.
Section 33-49-40. Acknowledgments.
Section 33-49-50. Exemption from control of Public Service Commission.
Section 33-49-60. Uniform Securities Act provisions are not applicable.
Section 33-49-70. Recording of mortgages; effect thereof.
Section 33-49-80. Filing of papers by Secretary of State.
Section 33-49-90. Transmission and filing certified copies of articles in clerks' offices.
Section 33-49-110. All papers shall be filed in quadruplicate.
Section 33-49-130. Construction of chapter.
Section 33-49-140. Certain rights and agreements not affected.
Section 33-49-150. Authority and jurisdiction over electric cooperatives.
Section 33-49-160. Association requirements and conduct.
Section 33-49-210. Purpose of organization under this chapter.
Section 33-49-220. Organizers.
Section 33-49-230. Articles of incorporation.
Section 33-49-240. Name of cooperative.
Section 33-49-250. Powers of cooperative.
Section 33-49-260. Sale of assets.
Section 33-49-270. Mortgage or pledge of assets.
Section 33-49-410. Membership.
Section 33-49-450. Disposition of propositions presented by not less than ten per cent of members.
Section 33-49-460. Patronage capital contributions, allocations, and retirements.
Section 33-49-470. Liability of members.
Section 33-49-615. Disclosure of compensation and benefits.
Section 33-49-620. Voting districts for trustees and for delegates.
Section 33-49-621. Single-member voting districts.
Section 33-49-625. Notice, votes, and minutes.
Section 33-49-630. Compensation or employment of trustee; actions and conduct prohibited.
Section 33-49-640. Annual election and term of trustees.
Section 33-49-645. Conduct of elections.
Section 33-49-650. Division of trustees into classes.
Section 33-49-660. Quorum of trustees.
Section 33-49-670. Officers and employees.
Section 33-49-810. Amendment of articles of incorporation.
Section 33-49-820. Change of principal office.
Section 33-49-830. Consolidation of cooperatives.
Section 33-49-840. Merger into another cooperative.
Section 33-49-850. Effect of consolidation or merger.
Section 33-49-1010. Dissolution before commencing business.
Section 33-49-1020. Dissolution after commencing business.
Section 33-49-1030. Action of board and members.
Section 33-49-1040. Certificate of dissolution and affidavit.
Section 33-49-1050. Filing of certificate and affidavit; effect thereof.
Section 33-49-1060. Notice of winding up.
Section 33-49-1070. Power of board of trustees to wind up affairs.
Section 33-49-1080. Articles of dissolution.
Section 33-49-1210. Corporations permitted to convert into cooperatives.
Section 33-49-1220. Articles of conversion.
Section 33-49-1230. Approval at membership meeting.
Section 33-49-1240. Execution of articles and affidavit; submission to Secretary of State.
Section 33-49-1310. Foreign rural electric cooperatives may do business in State.
Section 33-49-1320. Designation of Secretary of State as agent to accept service of process.
Section 33-49-1330. Suits; securing evidences of indebtedness.
Section 33-49-1410. Definitions.
Section 33-49-1420. Termination procedures; contents.
Section 33-49-1430. Third-party notification system.
Section 33-49-1440. Disconnection when public safety emergency exists.