South Carolina Code 33-46-640. Effect of consolidation or merger
(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, in the case of a merger, is that telephone cooperative designated in the articles of merger as the surviving cooperative, and the separate existence of all cooperatives, parties to the consolidation or merger, except the new or surviving cooperative, ceases.
Terms Used In South Carolina Code 33-46-640
- Articles of incorporation: means the articles of conversion of a corporation converted to a telephone cooperative pursuant to Article 8 of this chapter. See South Carolina Code 33-46-20
- Deed: The legal instrument used to transfer title in real property from one person to another.
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- Telephone cooperative: means a corporation which is financed, now or formerly, in whole or in part by the Department of Agriculture made under the provisions of the Rural Electric Act of 1936, Title 26, Section 922 of the United States Code, and acts amendatory thereto for the purposes of owning or operating in this State equipment or facilities for the transmission of intelligence through a communication service system including, but not limited to, telephone services, mobile radio, and cable television on a cooperative basis as is tax exempt pursuant to Internal Revenue Service Code 501(c)(12) or an association of like corporations exempt from tax pursuant to 501(c)(6), or operated under a cooperative basis pursuant to Subchapter T of the Internal Revenue Code and originally incorporated pursuant to Title 33, Chapter 45 of the South Carolina Code of Laws or this chapter. See South Carolina Code 33-46-20
(2) The new or surviving telephone cooperative has all the rights, privileges, immunities, and powers and is subject to all the duties and liabilities of a telephone cooperative organized under the provisions of this chapter and possesses all the rights, privileges, immunities, and franchises of a public, as well as of a private nature, and all property, real and personal, applications for membership, all debts due on whatever account, and all other choses in action of each of the consolidating or merging cooperatives, and, furthermore, all and every interest of, or belonging or due to, each of the cooperatives so consolidated or merged must be taken and considered to be transferred to and vested in such new or surviving cooperative without further act or deed; and the title to any real estate or any interest therein under the laws of this State vested in any such cooperative shall not revert or be in any way impaired by reason of such consolidation or merger;
(3) The new or surviving telephone cooperative thenceforth is responsible and liable for all of the liabilities and obligations of each of the telephone cooperatives so consolidated or merged and any claim existing or action or proceeding pending by or against any of such cooperatives may be prosecuted as if such consolidation or merger had not taken place, but such new or surviving cooperative may be substituted in its place;
(4) Neither the rights of creditors nor any liens upon the property of any of such telephone cooperatives are impaired by such consolidation or merger; and
(5) In the case of a consolidation the articles of consolidation must be considered to be the articles of incorporation of the new telephone cooperative, and in the case of a merger the articles of incorporation of the surviving telephone cooperative must be considered to be amended to the extent, if any, that changes therein are provided for in the articles of merger.