South Carolina Code 33-46-650. Merger of telephone cooperative into different corporation
(1) The proposition for the merger of the telephone cooperative into the corporation and proposed articles of merger to give effect thereto must be first approved by the board of directors of the cooperative. The proposed articles of merger shall recite in the caption that they are executed pursuant to this chapter and shall state:
Terms Used In South Carolina Code 33-46-650
- Affidavit: A written statement of facts confirmed by the oath of the party making it, before a notary or officer having authority to administer oaths.
- 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
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- 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
(a) the name of the telephone cooperative, the address of its principal office, and the date of the filing of the articles of incorporation in the Office of the Secretary of State;
(b) the name of the corporation and the address of its principal office;
(c) a statement that the telephone cooperative elects to be merged into the corporation;
(d) the terms and conditions of the merger and the mode of carrying the same into effect, including the manner and basis of converting memberships in the telephone cooperative into shares of stock in the corporation; and
(e) any provisions not inconsistent with this chapter considered necessary or advisable for the conduct of the business and affairs of the new corporation.
(2) The proposition for the merger and the proposed articles of merger approved by the board of directors of the telephone cooperative must then be submitted to a vote of the members of such telephone cooperative at any annual or special meeting thereof, the notice of which shall set forth full particulars concerning the proposed merger. The proposed merger and the proposed articles of merger must be considered approved upon the affirmative vote of not less than two-thirds of the members of the telephone cooperative.
(3) Upon such approval by the members of the telephone cooperative, articles of merger in the form approved 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 seal must be affixed thereto and attested by the director carrying out the duties of secretary. The director carrying out the duties of the president or vice president of the telephone cooperative executing such articles of merger 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 merger and affidavits must be submitted to the Secretary of State for filing as provided in this chapter.