Title 33, Corporations, Partnerships and Associations

(a) A sale (which term shall include a sale, lease, exchange or any 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 cooperative may be made upon s…

A mortgage or pledge of or other security interest in all or any part of the assets of a cooperative, whether or not in the usual and regular course of its business, may be made by authority of the board of trustees of the cooperative without authorization of the members, unless …

The original bylaws of a cooperative shall be adopted by its board of trustees. Thereafter bylaws shall be adopted, amended or repealed by its members. The bylaws shall set forth the rights and duties of members and trustees and may contain other provisions for the regulation and…

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 cooperative, a waiver thereof in writing signed by the persons entitled to such notice, whether before or after the time fixed …

No person who is authorized to take acknowledgments under the laws of this State shall be disqualified from taking acknowledgments of instruments executed in favor of a cooperative or to which it is a party by reason of being an officer, director or member of such cooperative.

No person who is not an incorporator shall become a member of a cooperative unless such person shall agree to use electric energy furnished by the cooperative when such electric energy shall be available through its facilities. The bylaws of a cooperative may provide that any per…

An annual meeting of the members must be held at a time as provided in the bylaws. Special meetings of the members may be called by the board of trustees, by any three trustees, by not less than ten per cent of the members or by the president. Meetings of members must be held at …

Five percent of all members present in person shall constitute a quorum for the transaction of business at all meetings of the members unless the bylaws prescribe the presence of a greater percentage of the members for a quorum. If less than a quorum is present at any meeting a m…

A member is entitled to one vote on each matter submitted to a vote at a meeting. Voting must be in person. For meetings that include the election of cooperative trustees, polling locations must be open for a minimum of four hours. When at least one of the races for cooperative t…

Notwithstanding any other provision of this chapter, any proposition embodied in a petition signed by not less than ten per cent of the members of a cooperative, together with any document submitted with such petition to give effect to the proposition, shall be submitted to the m…

(A) Each cooperative's bylaws shall provide for patronage capital contributions, allocations, and retirements in the manner provided by this section. (B) Patronage capital shall be determined by a cooperative on an annual basis and shall be the amount by which the cooperative's e…

The private property of the members of a cooperative shall be exempt from execution for the debts of the cooperative, and no member shall be liable or responsible for any debts of the cooperative.

Cooperatives and foreign corporations transacting business in this State pursuant to this chapter, except for the provisions of Sections 58-27-40, 58-27-610 through 58-27-670, 58-27-820, 58-27-840, 58-27-1210, 58-27-1270, 58-27-1280, 58-27-210, and 33-49-150 are exempt from the j…

The provisions of Chapter 1 of Title 35 shall not apply to any note, bond or other evidence of indebtedness issued by any cooperative or foreign corporation transacting business in this State pursuant to this chapter, to the United States of America or any agency or instrumentali…

(A) The business and affairs of a cooperative must be managed by a board of not less than five trustees, each of whom must be a member of the cooperative or of another cooperative which is a member of the cooperative. Unless otherwise provided in the bylaws, each trustee's princi…

(A) The board of trustees must disclose at a location accessible and visible to the cooperative membership on its website by May fifteenth of each year, all compensation or benefits by category paid to or provided for board members during the previous calendar year. For purposes …

Notwithstanding any other provision of this chapter, the bylaws may provide that the territory in which a cooperative supplies electric energy to its members shall be divided into two or more voting districts and that, in respect of each voting district: (1) a designated number o…

Within eighteen months of the effective date of this section, each distribution cooperative must put the question of single-member voting districts to its membership at an annual meeting.

(A) Notwithstanding all other notice requirements, written notice of all nonemergency meetings of the board of trustees or the membership of the cooperative, including membership meetings pursuant to the provisions of Section 33-49-620, must be posted at a location accessible and…

(A) The bylaws may make provision for the compensation of trustees; provided, however, that compensation shall not be paid except for actual attendance upon activities authorized by the board. The bylaws may also provide for the travel, expenses and other benefits of trustees, as…

The trustees of a cooperative named in any articles of incorporation, consolidation, merger or conversion, as the case may be, shall hold office until the next following annual meeting of the members or until their successors have been elected and qualified. Incumbent trustees se…

(A) In the conduct of an election authorized by this chapter or in the bylaws of the cooperative, including the annual election of trustees, a cooperative must prohibit advocacy or campaigning within a distance of the polling place that reasonably ensures that cooperative members…

The bylaws may provide that in lieu of electing the whole number of trustees annually (a) the trustees shall be divided into two classes at the first or any subsequent annual meeting, each class to be as nearly equal in number as possible, with the term of office of the trustees …

A majority of the board of trustees shall constitute a quorum.

The officers of a cooperative shall consist of a president, vice-president, secretary and treasurer who shall be elected annually by and from the board of trustees. No person shall continue to hold any of the above offices after he shall have ceased to be a trustee. The offices o…

(A) As used in this section: (1) "action" means a threatened, pending, or completed court suit, proceeding, or action; (2) "good faith" includes a reasonable belief that an act was in, or not opposed to, the best interest of a electric cooperative or employee benefit plan; (3) "f…

All directors, trustees, or members of the governing bodies of electric cooperatives organized under this chapter are immune from suit arising from the conduct of the affairs of these electric cooperatives in the same manner and under the same conditions as directors, trustees, a…

Any mortgage, deed of trust or other instrument executed by a cooperative or foreign corporation transacting business in this State pursuant to this chapter which by its terms creates a lien upon real and personal property then owned or after-acquired and which is recorded as a m…

Articles of incorporation, amendment, consolidation, merger, conversion or dissolution 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 applicable…

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 trustees and shall then be submitted to a vote of the members at any annual or special meeting thereof, the notic…

A cooperative may, without amending its articles of incorporation, upon authorization of its board of trustees, change the location of its principal office by filing a certificate of change of principal office, executed and acknowledged by its president or vice-president under it…

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 th…

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

The effect of consolidation or merger shall be as follows: (1) The several cooperatives, parties to the consolidation or merger, shall be a single cooperative which, in the case of a consolidation, shall be the new cooperative provided for in the articles of consolidation and, in…

The Secretary of State immediately upon the filing in his office of any articles pursuant to this chapter shall transmit a certified copy thereof to the county clerk of the county in which the principal office of each cooperative or corporation affected by such incorporation, ame…

Every business trust created at common law in this State or doing business in this State under an express trust instrument by which property is held and managed by one or more trustees for the benefit and profit of such persons as may be or may become holders of transferable cert…

Real estate may be acquired, conveyed and mortgaged by the trustees in the name given to or used by the business trust.

A business trust shall not be affected by any rule against perpetuities.

A business trust may sue or be sued in the name and style by which it conducts business without naming the individual shareholders therein, and the liability of such business trust shall extend to the whole of the trust estate, or so much thereof as may be necessary to discharge …

Service of process may be made on any business trust organized in this State or doing business in this State in the same manner that domestic and foreign corporations, respectively, are served.

This chapter may be cited as the "South Carolina Solicitation of Charitable Funds Act".

In accordance with the regulations promulgated by the Secretary of State, a charitable organization, professional solicitor, professional fundraising counsel, or commercial co-venturer subject to the provisions of this chapter must keep the true fiscal records as to its activitie…

(A) A person may not act as a professional solicitor, professional fundraising counsel, or commercial co-venturer for a charitable organization subject to the provisions of this chapter without first having registered with the Secretary of State. Registration includes filing of a…

(A) In connection with the solicitation of contributions or the sale of goods or services for charitable purposes, a person shall not misrepresent or mislead, knowingly and wilfully, a person by any manner, means, practice, or device. (B) A charitable organization, professional f…

If a charitable organization, professional fundraising counsel, professional solicitor, or commercial co-venturer soliciting contributions from people in this State and having a principal place of business outside the State, or organized under and by virtue of the laws of a forei…

(A) Upon his own motion or upon complaint of any person, the Secretary of State may investigate any charitable organization, professional fundraising counsel, professional solicitor, or commercial co-venturer to determine if it has violated the provisions of this chapter or has f…