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Bill Number: 428 Ratification Number: 85 Act Number 48 Introducing Body: Senate Subject: Procedure for amending the Articles of Incorporation
(A48, R85, S428)
AN ACT TO AMEND CHAPTER 45 OF TITLE 33, CODE OF LAWS OF SOUTH CAROLINA, 1976, RELATING TO COOPERATIVE ASSOCIATIONS, BY ADDING SECTION 33-45-145, SO AS TO PROVIDE A PROCEDURE FOR AMENDING THE ARTICLES OF INCORPORATION OF SUCH ASSOCIATIONS.
Be it enacted by the General Assembly of the State of South Carolina:
Procedure for amending Article of Incorporation
SECTION 1. Chapter 45 of Title 33 of the 1976 Code is amended by adding:
"Section 33-45-145. 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 directors and shall then be submitted to a vote of the members at any annual or special meeting thereof. Notice of the proposed amendments shall be mailed to each member not less than ten days prior to the meeting at which it shall be voted upon. The proposed amendment, with such changes as the members shall choose to make therein, shall be deemed to be approved on the affirmative vote of not less than two thirds of those members voting thereon at such annual or special meeting.
(2) Upon such approval by the members, articles of amendment shall be executed and acknowledged on behalf of the cooperative by its president or vice-president and its corporate seal shall be affixed thereto and attested by its secretary. The articles of amendment shall recite in the caption that they are executed pursuant to this chapter and shall state
(a) the name of the cooperative,
(b) the address of its principal office,
(c) the date of the filing of its articles of incorporation in the office of the Secretary of State and
(d) the amendment to its articles of incorporation.
The president or vice-president executing such articles of amendment shall also make and annex thereto an affidavit stating that the provisions of this section were duly complied with. Such articles of amendment and affidavit shall be submitted to the Secretary of State for filing as provided in this chapter.
As used in this section 'articles of incorporation' also means 'certificate of charter' as used elsewhere in this chapter."
SECTION 2. This act shall take effect upon approval by the Governor.