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(c) All domestic corporations in existence on the effective date of this act which are governed by this chapter, and all foreign nonprofit corporations authorized to transact business in this State on the effective date of this Act whose headquarters or principal office as listed upon its declaration and petition for incorporation as a domestic nonprofit corporation or application for certificate of authority to transact business as a foreign nonprofit corporation which is no longer the location of the corporation's principal office shall file (1) a Notice of Change of Principal Office as is required by section 33-31-505 or section 33-31-1515, or (2) may designate upon the notice filed pursuant to subsection (a) the current street address along with the zip code of the corporation's principal office and the address of the former principal office (which filing shall serve as a Notification of Change of Principal Office). Any such domestic corporation may also elect a designation as a public benefit, mutual benefit, or religious corporation as is provided in section 33-31-1706(b)."
SOUTH CAROLINA REPORTERS' COMMENTS

This is not a Model Act section. There is no comparable provision in the Business Corporation Act. Most nonprofit corporations have no statutory agent. This section provides that if the Secretary of State has not been notified of the name of the statutory agent by January 2, 1996, that the Secretary of State is designated as the corporation's agent for service of process. It is also likely that the principal office of existing nonprofit corporations as listed on the corporation's declaration and petition for

The failure of any corporation to make a filing required by this section does not in and of itself impair its good standing or qualification to do business, nor in any way impair the validity of any contract or act taken by such corporation. However, the failure may provide grounds for the Secretary of State to commence a dissolution action against the corporation as provided in other sections of this chapter.

Some nonprofit corporations such as Rotary clubs, the Kiwanis, and others, will not have an actual permanent location. They will have a usual place of meeting and may maintain a mailbox or a member's address as their mailing address. It is anticipated that the Secretary of State will liberally construe the requirement in this section that the organization list its "street address." In situations where the organization does not actually own or lease property, it is assumed that the filing will be acceptable if it specifies the usual mailing address which the organization uses. The organization, if it desires, could also specify its usual date, time, and place of meeting - or merely its usual place of meeting.

Section 33-31-1708. Provisions not applicable.

Other sections of this chapter notwithstanding, cooperative nonprofit membership corporations organized under or transacting business pursuant to Chapter 49 of this title are not subject to the provisions of this chapter and no provision of this chapter shall repeal or amend any provision of Chapter 49 of this title.

SECTION 2. Section 15-9-210 of the 1976 Code, as last amended by Act 181 of 1993, is further amended to read:

"Section 15-9-210. (a) A domestic business or nonprofit corporation's registered agent is the agent of the corporation for service of any process,

(b) The business or nonprofit corporation may be served under Rule 4(d)(8) of the South Carolina Rules of Civil Procedure by registered or certified mail, return receipt requested, addressed to the office of the registered agent, or the office of the secretary of the corporation at its principal office. Service is effective upon the date of delivery as shown on the return receipt. Entry of default and default judgments shall be subject to the conditions of Rule 4(d)(8);.

(c) If the business or nonprofit corporation has no registered agent, or the agent cannot be served with reasonable diligence by means authorized by rule or statute, other than under Section 15-9-710, and such appears by affidavit, the court or judge thereof, the clerk of the court of common pleas, or the master, may grant an order that the corporation may be served by registered or certified mail, return receipt requested, addressed to the office of the secretary of the corporation at its principal office. The summons shall state the date it was mailed under this subsection, and the date service is effective. Service is perfected five days after its deposit in the United States mail, as evidenced by the postmark, or other evidence of the date the summons and complaint was mailed pursuant to this paragraph, if mailed postpaid and correctly addressed to the address of the company's principal office which is listed on the last filed annual report of the company business corporation or last filed notice of change of principal office for a nonprofit corporation or, if none has been filed, the address of the principal office specified in the initial annual report of the business corporation filed with the South Carolina Department of Revenue and Taxation and, in the Articles of Incorporation (or initial annual report, if filed) for a nonprofit corporation. Entry of judgment and judgment by default may be taken as otherwise provided by Rule 55 of the Rules of Civil Procedure.

(d) This section does not prescribe the only means, or necessarily the required means, of serving a domestic business or nonprofit corporation."

SECTION 3. Section 15-9-240 of the 1976 Code, as last amended by Act 42 of 1993, is further amended to read:

"Section 15-9-240. (a) The registered agent of a foreign business or nonprofit corporation authorized to transact business in this State is the corporation's agent for service of process, notice, or demand required or permitted by law to be served on the foreign corporation.

(b) A foreign business or nonprofit corporation may be served under Rule 4(d)(8) of the South Carolina Rules of Civil Procedure by registered or certified mail, return receipt requested, addressed to the office of the

(c) If the foreign business or nonprofit corporation:

(1) has no registered agent or its registered agent cannot be served with reasonable diligence by other means authorized by rule or statute, other than under Section 15-9-710 service by publication;

(2) has withdrawn from transacting business in this State as provided by law; or

(3) has had its certificate of authority revoked as provided by law, and such appears by affidavit, the court or judge, the clerk of court of common pleas, or the master may grant an order that the corporation may be served by registered or certified mail, return receipt requested, addressed to the office of the secretary of the corporation at its principal office. The summons shall state the date it was mailed under this subsection and that service is perfected five days after its deposit in the United States mail.

(d) Service is perfected under subsection (c) five days after its deposit in the United States mail, as evidenced by the postmark, or other evidence of the date the summons and complaint was mailed pursuant to this subsection, if mailed postpaid and correctly addressed to the address of the company's principal office which is listed on the filed annual report of the company a business corporation or listed on the last filed notice of change of principal office for a nonprofit corporation (or in its application for certificate of authority if no annual report or notice of change of principal office has ever been filed).

(e) This section does not prescribe the only means, or necessarily the required means, of serving a foreign business or nonprofit corporation."

SECTION 4. Section 15-9-245 of the 1976 Code, as last amended by Act 444 of 1988, is further amended to read:

"Section 15-9-245. (a) Every foreign business or nonprofit corporation which is not authorized to do business in this State, by doing in this State, either itself or through an agent, any business, including any business activity for which authority need not be obtained as provided by Section 33-15-101, is considered to have designated the Secretary of State as its agent upon whom process against it may be served in any action or proceeding arising in any court in this State out of or in connection with the doing of any business in this State.

(c) Proof of service must be by affidavit of compliance with this section and filed, together with a copy of the process, with the clerk of court in which the action or proceeding is pending. There must be filed with the affidavit of compliance the return receipt signed by the foreign business or nonprofit corporation or other official proof of delivery or, if acceptance was refused, there must be filed the original or a photostated or certified copy of the envelope with a notation by the postal authorities that acceptance was refused. If acceptance was refused, a copy of the notice and process, together with notice of the mailing by certified mail and of refusal to accept must be sent promptly to the foreign business or nonprofit corporation. If this section is complied with, the refusal to accept delivery of the certified mail or to sign the return receipt shall not affect the validity of the service, and the foreign corporation refusing to accept the certified mail must be charged with knowledge of the contents thereof.

(d) Service under this section may be made also by delivery of a copy of the process to any foreign business or nonprofit corporation outside the State. Proof of the delivery must be made by affidavit of the person making delivery, and the affidavit must be filed with the clerk of court in which the action or proceeding is pending.

(e) The Secretary of State shall charge a fee of ten dollars for the service.

(f) This section does not prescribe the only means, or necessarily the required means, of serving a foreign business or nonprofit corporation not authorized to do business in this State."

SECTION 5. Section 15-9-430 of the 1976 Code, as last amended by Act 444 of 1988, is further amended to read:

"Section 15-9-430. (a) Each director of a domestic business corporation who is a nonresident of this State at the time of his election or who becomes a nonresident during his term in office, shall by his acceptance of election or by continuing in office as director, be deemed to have appointed the Secretary of State as an agent to receive service of process upon him in any action or proceeding relating to actions of such

(b) Service of such process shall be made by delivering to and leaving with the Secretary of State, or with any person designated by him to receive such service, duplicate copies of such process. The Secretary of State shall thereupon immediately cause one of such copies to be forwarded to the nonresident director by certified mail. Proof of service shall be by affidavit of compliance with this section filed, together with a copy of the process, with the clerk of court in which the action or proceeding is pending.

(c) Service under this section may also be made by delivery of a copy of the process to the nonresident director at his address outside the State. Proof of such delivery shall be made by affidavit of the person making delivery and the affidavit shall be filed with the clerk of court in which the action or proceeding is pending.

(d) The resignation in good faith of any nonresident director shall, effective as of the date of filing with the Secretary of State a notice of his resignation, shall terminate the application to him of the provisions of this section, except for any cause of action already accrued.

(e) Every domestic business corporation which has any director who is or becomes a nonresident of this State after the corporation has filed its most recent annual report pursuant to Section 12-19-20 shall file with the Secretary of State the names and addresses of its directors and shall file supplementary reports showing any change of address or residence of any director. The reports must be filed within ten days from the date of election, removal from this State, or change of address of any director. The Secretary of State shall compile and maintain a current list, indexed by corporation, of all nonresident directors of domestic business corporations which are listed on such interim filings. Delivery of copies of service as required in subsections (b) and (c) to the nonresident director must be made by delivering the copy to the most recent address on file with the company's most current annual report or any more current interim report which has been filed with the Secretary of State pursuant to this subsection.

(f) The Secretary of State shall charge a fee of ten dollars ($10) to accompany service thereunder."

SECTION 6. Section 33-11-101 of the 1976 Code is amended to read:

"Section 33-11-101. (a) Business corporations Corporations may merge into,

(i) another business corporation or

(b) The plan of merger must set forth the:

(1) name of each corporation planning to merge and the name of the surviving corporation into which each other corporation plans to merge;

(2) terms and conditions of the merger; and

(3) manner and basis of converting the shares of each business corporation into shares, obligations, or other securities, or membership interests of the surviving or any other corporation or into cash or other property in whole or part.

(c) The plan of merger may set forth:

(1) amendments to the articles of incorporation of the surviving corporation; and

(2) other provisions relating to the merger.

(d) For purposes of this Section 33-11-101, the term `corporation' means both business and nonprofit corporations."

SECTION 7. The 1976 Code is amended by adding:

"Section 33-49-690. 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, and members of the governing bodies of not-for-profit cooperatives, corporations, associations, and organizations are immune under Section 33-31- 834. This immunity from suit is removed when the conduct amounts to wilful, wanton, or gross negligence. Nothing in this section may be construed to grant immunity to the electric cooperatives."

SECTION 8. Section 33-20-103 of the 1976 Code is amended to read:

"Section 33-20-103. Except for corporations organized under or transacting business pursuant to the provisions of Chapter 49 of this title, and except for those nonprofit corporations which are governed exclusively by the provisions of Chapter 31 of this title, Chapters 1 through 20 of this Title apply to every domestic nonprofit corporation and to every any other foreign nonprofit corporation which is authorized or transacts business in this State except as otherwise provided in Chapters 1 through 20 of this Title or by the law regulating the organization, qualification, or governance of the nonprofit corporation."

"Section 62-7-507. Nothing contained in Sections 33-31-150, 33-31-151, and 62-7-506 may be construed to cause a forfeiture or reversion of any of the property of a trust which is subject to such sections, or to make the purposes of the trust impossible of accomplishment."

SECTION 10. Chapter 33 of Title 33 of the 1976 Code is repealed.

SECTION 11. The analysis lines preceding the code sections are for identification only and are not considered part of the Code sections. The Official Comments and the South Carolina Reporter's Notes which are included after each section are included for analytical and information purposes only and must not be considered part of the sections themselves.

SECTION 12. This act takes effect upon approval by the Governor./

Amend title to conform.

Reps. JENNINGS and THOMAS proposed the following Amendment No. 2 (Doc Name L:\council\legis\amend\GJK\20744SD.94), which was adopted.

Amend the bill, as and if amended, by striking Section 33-31-1708 of the 1976 Code as contained in SECTION 1 and inserting:

/Section 33-31-1708. Provisions not applicable.

Other sections of this chapter notwithstanding, cooperative nonprofit membership corporations organized under or transacting business pursuant to Chapter 49 of this title and telephone cooperatives organized under or transacting business pursuant to Chapter 45 or any other provision of law in this title are not subject to the provisions of this chapter and no provision of this chapter shall repeal or amend any provision of Chapter 49 of this title, or any provision of Chapter 45 of this title or any other provision of law in this title relating to telephone cooperatives./

Amend the bill further, as and if amended, by striking Section 33-20-103 of the 1976 Code, as contained in SECTION 8 and inserting:

/Section 33-20-103. Except for corporations organized under or transacting business pursuant to the provisions of Chapter 49 of this title, except for corporations organized under or transacting business pursuant to Chapter 45 of this title or any other provision of law in this title relating to telephone cooperatives, and except for those nonprofit corporations which are governed exclusively by the provisions of Chapter 31 of this title, Chapters 1 through 20 of this Title apply to every domestic nonprofit corporation and to every any other foreign nonprofit corporation which is authorized or transacts business in this State except as otherwise provided in Chapters 1 through 20 of this Title or by the law regulating

Renumber sections to conform.

Amend totals and title to conform.

Rep. JENNINGS explained the amendment.

The amendment was then adopted.

The Bill, as amended, was read the second time and ordered to third reading.

The following Bills were taken up, read the second time, and ordered to a third reading:

H. 4362 -- Reps. T.C. Alexander, M.O. Alexander, Allison, G. Bailey, J. Bailey, G. Brown, Chamblee, Cooper, Corning, Cromer, Farr, Felder, Hallman, Harrison, Harvin, Harwell, Huff, Jennings, Kelley, Keyserling, Kirsh, Koon, Lanford, Martin, Mattos, McCraw, McElveen, Meacham, Moody-Lawrence, Neilson, Quinn, Richardson, Rogers, Rudnick, Shissias, Stille, Townsend, Waites, Wells, Whipper, White, Wilkins, Williams, Witherspoon, Wright, R. Young, Vaughn, Fulmer, Littlejohn, Breeland, Elliott, Walker and Inabinett: A BILL TO AMEND SECTION 38-71-200, CODE OF LAWS OF SOUTH CAROLINA, 1976, RELATING TO THE PROHIBITION ON DISCRIMINATION IN ACCIDENT AND HEALTH INSURANCE POLICIES AND BENEFITS FOR CERTAIN LICENSED SERVICES, SO AS TO INCLUDE SERVICES OF A LICENSED DOCTORAL PSYCHOLOGIST.

Rep. T.C. ALEXANDER explained the Bill.

H. 4423 -- Rep. Farr: A BILL TO AMEND SECTION 20-7-410, AS AMENDED, CODE OF LAWS OF SOUTH CAROLINA, 1976, RELATING TO JURISDICTION OF CERTAIN VIOLATIONS BY JUVENILES, SO AS TO REQUIRE THE FAMILY COURTS TO REPORT ALSO VIOLATIONS THAT AFFECT THE JUVENILE'S PRIVILEGE TO DRIVE; TO AMEND SECTION 56-1-745, AS AMENDED, RELATING TO SUSPENSION OF DRIVER'S LICENSES FOR CONTROLLED SUBSTANCE VIOLATIONS, SO AS TO MAKE TECHNICAL CORRECTIONS AND TO DEFINE CONTROLLED SUBSTANCE VIOLATIONS; TO AMEND SECTION 56-1-747, RELATING TO WHAT CONSTITUTES A CONVICTION FOR

Rep. HODGES explained the Bill.

The following Bill was taken up.

H. 4047 -- Reps. D. Wilder, Barber, Moody-Lawrence, Hines, Stille, Haskins, J. Wilder, Cato, Trotter, Marchbanks, Stoddard, J. Bailey, P. Harris, Allison, Harrell, H. Brown, Lanford and Rogers: A BILL TO AMEND TITLE 40 OF THE CODE OF LAWS OF SOUTH CAROLINA, 1976, RELATING TO PROFESSIONS AND OCCUPATIONS, BY ADDING CHAPTER 18 SO AS TO CREATE THE STATE BOARD OF ELECTROLOGISTS, TO PROVIDE FOR ITS MEMBERS, POWERS, AND DUTIES; TO PROVIDE LICENSING REQUIREMENTS; TO AUTHORIZE THE ESTABLISHMENT OF CONTINUING EDUCATION REQUIREMENTS; AND TO PROVIDE FEES AND PENALTIES.

Rep. FAIR proposed the following Amendment No. 2 (Doc Name L:\council\legis\amend\CYY\15967AC.94), which was ruled out of order.

Amend the bill, as and if amended, by adding an appropriately numbered section to read:

/SECTION . The 1976 Code is amended by adding:

"Section 44-29-240. A person, upon whom an invasive, exposure prone procedure, as defined by the Department of Health and Environmental Control, is scheduled to be performed, should know his HIV antibody, HBsAg, and HBeAg status and disclose the status to the health care professionals rendering care so that precautionary measures may be taken. A person, upon whom an invasive, exposure prone procedure is scheduled to be performed, who does not know his status should have his blood tested for the presence of HIV or HBV so as to protect the health care professionals rendering care. For purposes of this section `health care professional' includes an electrologist."/

Renumber sections to conform.

Amend title to conform.

Rep. FAIR explained the amendment.

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