Title 33, Corporations, Partnerships and Associations

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 na…

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 S…

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 …

A telephone cooperative operating in accordance with this chapter has all the powers conferred on private corporations by Section 33-3-102 unless restricted herein or by the bylaws of the telephone cooperative. A telephone cooperative also has the power to: (1) construct, maintai…

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 i…

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 Thereafter, bylaws must be adopted, amended, or repealed in accordance with the provisions of the bylaws.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 co…

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 t…

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…

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 grant…

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 provi…

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 h…

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…

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 …

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.

(A) The bylaws of a telephone cooperative shall provide for the distribution of excess revenue to its members. Excess revenues do not include amounts: (1) necessary to defray expenses of the telephone cooperative and for the operation and maintenance of its facilities during such…

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.

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…

(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 numb…

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.

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 gran…

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 reasonabl…

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 circumstance…

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 direct…

A majority of the board of directors constitutes a quorum, unless otherwise specified in the bylaws.

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 t…

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.

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, …

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 coope…

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…

Any one or more telephone cooperatives, each of which is hereinafter designated a "merging cooperative", may merge into another telephone cooperative, hereinafter designated the "surviving cooperative", by complying with the following requirements: (1) The proposition for the mer…

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,…

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 ther…

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.

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…

A telephone cooperative which has commenced business may dissolve voluntarily and wind up its affairs in the manner provided in this article.

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…

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…

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 existenc…

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 newspape…

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…

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 prov…

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.

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…

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…

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 corporati…