Journal of the House of Representatives
of the Second Session of the 111th General Assembly
of the State of South Carolina
being the Regular Session Beginning Tuesday, January 9, 1996

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(b) in case of steamboat companies, the termini of the line; the nature of the proposed equipment and whether it is proposed to operate a passenger or freight line or both,

(c) in case of a street railway, the city or town it proposes to do business in and the motive power and

(d) in the case of a canal company, the termini of the canal proposed to be constructed; the river or rivers, stream or streams or body or bodies of water to be used or connected; and whether the canal is to be used for navigation, hydroelectric power and lighting or water supply, or for any or all such purposes;

(5) The minimum amount of the capital stock upon which the corporation may organize and the maximum amount to which such capital stock may thereafter be increased and the par value thereof and how payable, if subscriptions are to be payable in installments and the date of payment and amount of installments; and

(6) That it is proposed to organize such corporation under the provisions of this chapter, naming it by its title."

SECTION 545. Section 58-15-30 of the 1976 Code is amended to read:

"Section 58-15-30. Any person desiring to oppose the application may appear and oppose it, setting forth such facts as may sustain his reasons for such opposition, by affidavit or otherwise. The Secretary of State Department of Commerce may, on such showing, refuse to grant such charter or may grant it according to his judgment in the matter."

SECTION 546. Section 58-15-40 of the 1976 Code is amended to read:

"Section 58-15-40. Upon the filing of the declaration of the petitioners and the payment of a fee of three dollars for filing and indexing it, the Secretary of State Department of Commerce shall file the declaration under a proper number and index it and shall issue to any two or more of the petitioners a commission constituting them a board of incorporators and authorizing them to open books of subscription to the capital stock of such proposed company, after such public notice, not less than thirty days, as he may require in such commission. Such notice to be published in some newspaper in each of the counties through which the proposed road shall pass and, in the case of steamboat companies, such notice shall be given at the termini only."

SECTION 547. Section 58-15-70 of the 1976 Code is amended to read:

"Section 58-15-70. Upon the completion of the organization of any such corporation, the incorporators shall immediately file in the office of the

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Secretary of State Department of Commerce a return, under their hands and seals, duly attested, sworn to or acknowledged before some officer qualified to administer an oath, that the requirements of Sections 58-15-10 to 58-15-60 have been complied with, that at least fifty per cent of the capital stock has been subscribed, that at least twenty per cent of the amount subscribed has been paid in or secured and, in the case of a railroad company, that at least five hundred dollars per mile has been subscribed and at least twenty per cent of the amount subscribed has been paid or secured. In the event that a survey of the proposed route of a railroad company shall have been made a copy of the profile map of such route shall be filed with such return and in case no survey shall have been made the return shall aver an intention to file such map within one year from the date of such return. Such return shall further show the names and residences of the subscribers, the amount subscribed by each and the names and residences of the members of the board of directors, the president and the secretary of the company."

SECTION 548. Section 58-15-80 of the 1976 Code is amended to read:

"Section 58-15-80. Should no return as herein provided be made to the Secretary of State Department of Commerce within twelve months from the granting of the incorporators' commission, all proceedings hereunder shall be void and the incorporators shall be deemed to have waived all rights acquired under their declaration and such commission."

SECTION 549. Section 58-15-90 of the 1976 Code is amended to read:

"Section 58-15-90. Upon the filing of the return and the payment of charter fees required by Chapter 29 of Title 33 the Secretary of State Department of Commerce shall issue to the board of directors a certificate, to be known as a charter, that the corporation has been fully organized, according to the laws of this State under the name and for the purpose indicated in the written declaration; that it is fully authorized to commence business under its charter; that it is a body politic and corporate and as such may sue and be sued in any of the courts of this State; and, in the case of a railroad corporation, that it is entitled to all the rights and privileges and subject to all the liabilities of railroad corporations under the laws of this State."

SECTION 550. Section 58-15-100 of the 1976 Code is amended to read:

"Section 58-15-100. The charter of any such corporation shall be recorded in the office of the register of mesne conveyances or clerk of the court in each county in which such corporation shall have a business

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office. In case of street railway and steamboat companies, such charter shall be recorded in the office of the register of mesne conveyances or clerk of the court of the county in which their respective termini shall be or in which such street railway may be. The declaration, commission, corporators' return and charter shall be filed or recorded by the Secretary of State Department of Commerce and properly indexed in books kept by him for that purpose as required by law with respect to the organization of business corporations."

SECTION 551. Section 58-15-120 of the 1976 Code is amended to read:

"Section 58-15-120. Upon the issuance of a charter by the Secretary of State Department of Commerce, the board of incorporators shall turn over to the proper officers of the corporation all subscription lists or other papers they have taken as incorporators and all such papers shall be as valid as if taken and made by the corporation."

SECTION 552. Section 58-15-130 of the 1976 Code is amended to read:

"Section 58-15-130. A railroad, street railway or canal company organized under this chapter shall be deemed to have waived its charter rights, franchises and privileges unless it shall begin the construction of the proposed road within two years from the date of the issuance of its charter and complete it within a period to be fixed by the Secretary of State Department of Commerce in his certificate of incorporation, which shall in no case exceed fifteen years. A steamboat company organized under this chapter shall commence operating its line within two years from the date of issuance of its charter or its charter rights shall be deemed forfeited."

SECTION 553. Section 58-15-160 of the 1976 Code is amended to read:

"Section 58-15-160. Any corporation organized under the provisions of this article or chartered by the General Assembly prior to February 28, 1899 may have its charter amended by the Secretary of State Department of Commerce, by filing with the Secretary of State Department of Commerce a written declaration showing the desired changes in its charter and paying a fee of five dollars to cover the issuance, filing and indexing of the amended charter. After such notice as the Secretary of State Department of Commerce may prescribe, upon a proper showing being made, the Secretary of State Department of Commerce shall issue to any such corporation a certificate as a supplement to its charter, which shall be recorded and filed as charters are required to be under Section 58-15-100 and shall embody the changes, additions or alterations sought."

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SECTION 554. Section 58-15-170 of the 1976 Code is amended to read:

"Section 58-15-170. Any railroad, steamboat, street railway or canal company in this State desiring to increase or decrease its capital stock, have its name changed or have its charter otherwise amended shall call a stockholders' meeting, giving at least thirty days' notice of the time, place and purpose of the meeting, and, if a majority of the stock of the corporation be present in person or by proxy, a resolution embodying the proposed changes, alterations or amendments be adopted, such resolution shall be attached to the petition filed with the Secretary of State Department of Commerce under the provisions of Section 58-15-160."

SECTION 555. Section 58-15-200 of the 1976 Code is amended to read:

"Section 58-15-200. All fees collected by the Secretary of State Department of Commerce in accordance with the provisions of this article shall be paid into the State Treasury."

SECTION 556. Section 58-17-340 of the 1976 Code is amended to read:

"Section 58-17-340. In case of the sale of any railroad situated wholly or partly within this State, by virtue of any mortgage or deed of trust, whether under foreclosure or other judicial proceeding or pursuant to any power contained in such mortgage or deed of trust, the purchaser thereof or his survivor representatives or assigns may, together with his associates, if any, form a corporation for the purpose of owning, possessing, maintaining and operating such railroad, or such portion thereof as may be situated within this State, by filing in the office of the Secretary of State Department of Commerce a certificate specifying the name and style of such corporation, the number of its directors, the names of its directors and the period of their services, not exceeding one year, the amount of the capital stock of such corporation and the number of shares into which it is to be divided.

But nothing herein contained shall be construed to authorize in any manner the purchase or lease of such railroad by any railroad corporation or steamship company chartered either by this or any other state except as herein provided."

SECTION 557. Section 58-17-430 of the 1976 Code is amended to read:

"Section 58-17-430. A copy of such certificate, attested by the Secretary of State Department of Commerce or his deputy, shall, in all courts and places, be evidence of the due organization and existence of such corporation and of the matters specified in such certificate."

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SECTION 558. Section 58-17-620 of the 1976 Code, as last amended by Act 479 of 1994, is further amended to read:

"Section 58-17-620. Any consolidation of railroad companies must be made under the conditions, provisions, and restrictions and with the powers in this article mentioned and contained, that is to say:

(1) The directors of the several corporations proposing to consolidate may enter into a joint agreement, under the corporate seal of each company, for the consolidation of such companies and railroads and prescribing the terms and conditions of them, the mode of carrying it into effect, the name of the new corporation, the number and names of the directors and other officers of it who shall be the first directors and officers and their places of residence, the number of shares of the capital stock, the amount of par value of each share, the manner of converting the capital stock of each of the companies into that of the new corporation and how and when directors and officers must be chosen, with such other details as they shall consider necessary to perfect such new organization and the consolidation of such companies;

(2) Such agreement must be submitted to the stockholders of each of the companies at a meeting thereof, called separately, for the purpose of taking it into consideration; due notice of the time and place of holding such meeting and the object of it must be given by a general notice published in some newspaper in the city, town, or county in which the company has its principal office or place of business; at the meeting of stockholders the agreement of the directors must be considered and a vote, by ballot, taken for the adoption or rejection of it, each share entitling the holder of it to one vote; the ballots must be cast in person or by proxy; if a majority of all the votes of all the stockholders are for the adoption of the agreement that fact must be certified thereon by the secretary of the respective companies, under the seal of it; and the agreement so adopted, or a certified copy of it, must be filed in the office of the Secretary of State Governor, and must from thence be deemed and taken to be the agreement and the act of consolidation of the companies and a copy of the agreement and act of consolidation, duly certified by the Secretary of State Governor under the seal of it, must be evidence of the existence of such new corporation."

SECTION 559. Section 58-17-630 of the 1976 Code is amended to read:

"Section 58-17-630. Upon the consolidation of any railroad company there shall be paid to the Secretary of State Department of Commerce a fee upon the capital stock of the combined company as in the organization

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of a new company; provided, that credit shall be given thereon for any charter fees paid by companies forming the consolidated company."

SECTION 560. Section 58-17-660 of the 1976 Code is amended to read:

"Section 58-17-660. Upon the making and perfecting the agreement and act of consolidation, as provided in Section 58-17-620, and filing it, or a copy, with the Secretary of State Governor as aforesaid, the several corporations parties thereto shall be deemed and taken to be one corporation by the name provided in such agreement and act, possessing within this State all the rights, privileges and franchises and subject to all the restrictions, disabilities and duties of each of such corporations so consolidated."

SECTION 561. Section 58-31-20 of the 1976 Code is amended to read:

"Section 58-31-20. Such Public Service Authority shall consist of a board of eleven directors to be appointed by the Governor with the advice and consent of the Senate as follows: One from each congressional district of the State; one from each of the counties of Horry, Berkeley and Georgetown and two shall be from the State at large, one of whom shall be chairman and the other of whom shall have had experience with the operations of rural electric cooperatives. Each director shall serve for a term of seven years and until his successor is appointed and qualifies, except that the present directors, including the chairman, shall serve until their terms of office expire and the directors first appointed from Horry, Berkeley and Georgetown Counties shall be appointed for terms of five, six and seven years respectively as determined by lot, such terms to commence May 19, 1974. At the expiration of the term of each director and of each succeeding director the Governor shall appoint with the advice and consent of the Senate a successor, who shall hold office for a term of seven years, or until his successor has been appointed and qualified. In the event of a vacancy occurring in the office of a director by death, resignation or otherwise, the Governor shall appoint his successor, only with the advice and consent of the Senate and he shall hold office for the unexpired term. No director shall receive a salary for services as director until the Authority is in funds, but each director shall be paid his actual expense in the performance of his duties hereunder, the same to be advanced from the contingent fund of the Governor until such time as the Public Service Authority is in funds, at which time the contingent fund shall be reimbursed. After the Public Service Authority is in funds, the compensation and expenses of each member of the board shall be paid from such funds, and the same shall be fixed by the advisory board

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hereinafter established. Members of the board of directors may be removed for cause by the advisory board or a majority thereof. No member of the General Assembly of the State of South Carolina shall be eligible for appointment as director of the Public Service Authority during the term of his office. Not more than two members from the same county shall serve as directors at any time.

For the assistance of the board of directors of said Public Service Authority, there is hereby established an advisory board to be known as the advisory board of the South Carolina Public Service Authority, to be composed of the Governor of the State, the Attorney General, the State Treasurer, and the Comptroller General and the Secretary of State, as ex officio members, who shall serve without extra compensation other than necessary traveling expenses. Said advisory board shall perform any duties imposed on them under this chapter, and shall consult and advise with the board of directors on any and all matters which by the board of directors may be referred to the advisory board. The board of directors shall make annual reports to the advisory board, which reports shall be submitted to the General Assembly by the Governor, in which full information as to all of the acts of said board of directors shall be given, together with financial statement and full information as to the work of the Authority. The advisory board shall on July first of each year, designate some reputable certified public accountant or accountants, resident in the State for the purpose of making a complete audit of the affairs of said Authority, which said audit shall be filed with the annual report of the board of directors."

SECTION 562. Section 58-31-50 of the 1976 Code, as last amended by Act 173 of 1987, is further amended to read:

"Section 58-31-50. The Public Service Authority may acquire by purchase, gift, condemnation, or in any other manner, any lands, waters, water rights, riparian rights, flowage rights, easements, licenses, franchises, engineering data, construction plans, or estimates prepared for the development of the Cooper River and Santee River or any other real or personal property necessary or useful in carrying out any of its purposes or exercising any of its powers; but before the board of directors may acquire and pay for, without condemnation any plans, specifications, franchises, or any kind of property, belonging to or to belong to any private corporation previously chartered by this State or any other state for the purpose of developing the Santee-Cooper project, a full report of the proposed purchase must be submitted in writing to the advisory board, which shall order a public hearing on the proposed purchase and due notice of the hearing must be given by advertisement to be published in

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at least three daily papers published in the State twice each week for two consecutive weeks. The advisory board shall carefully investigate the proposed purchase, and shall file its report in writing with the Secretary of State Governor and the board of directors of the Public Service Authority. If the report recommends a price for the proposed purchase, the board of directors may enter into a contract for the purchase; if the report disapproves the proposed purchase, the board of directors may submit any amended proposed agreement, which must be heard by the advisory board in the same manner, or shall proceed with condemnation; the price to be paid to any private corporation for any of its property is subject to the approval of the original purchaser of the first notes, bonds, or other evidence of indebtedness issued under this chapter. The Public Service Authority shall have the right of eminent domain to carry out the purposes of this chapter."

SECTION 563. Section 58-31-340 of the 1976 Code is amended to read:

"Section 58-31-340. Each of the drawings referred to in Section 58-31-330 must be filed in the place provided by law for recording the real estate records of the county concerned, and a certified copy of each drawing must be filed in the office of the Secretary of State Governor. Certified copies of the drawing must be kept available for examination by the public in the principal office of the Public Service Authority, and must be furnished to the electrical utility or electric cooperative concerned.

Inaccuracies in the drawings discovered after certification and filing must be corrected by preparing revised drawings and approving and filing the revised drawings in the same manner as provided for original drawings.

Nothing contained in Sections 58-31-310 through 58-31-370 may be construed to prevent the Public Service Authority from acquiring, by purchase, the electric facilities, or any part of them, owned by another electrical utility and located in any of the crosshatched areas described in Section 58-31-330. The areas served by facilities purchased by the Public Service Authority shall become a part of the present service area of the Public Service Authority and must be evidenced by revised drawings approved and filed as provided in this section."

SECTION 564. Section 59-3-10 of the 1976 Code is amended to read:

"Section 59-3-10. The State Superintendent of Education shall be elected at each general election in the same manner as other State officers and shall enter upon the duties of his office at the time prescribed by law. Before entering upon the duties of his office he shall give bond for the use

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of the State in the penal sum of five thousand dollars, with good and sufficient sureties, to be approved by the Governor, conditioned for the faithful and impartial performance of the duties of his office, and he shall also, at the time of giving bond, take and subscribe the oath prescribed in Section 26 of Article III of the Constitution of the State, which shall be endorsed upon the back of the bond. The bond shall be filed with the Secretary of State Governor, and by him recorded and, when so recorded, shall be filed with the State Treasurer. The Superintendent of Education shall receive as compensation for his services such sum as the General Assembly shall by law provide, payable monthly out of the State Treasury, and his traveling expenses, not exceeding three hundred dollars, shall be paid out of the State Treasury upon duly itemized accounts rendered by him."

SECTION 565. Section 59-5-10 of the 1976 Code is amended to read:

"Section 59-5-10. The State Board of Education shall be composed of one member from each judicial circuit. The members shall serve terms of four years and until their successors are elected and qualify, except of those first elected, the members from the fifth, tenth and fourteenth circuits shall serve terms of one year; the members from the first, sixth, eighth and twelfth circuits shall serve terms of two years and the members from the fourth, seventh, ninth and eleventh circuits shall serve terms of three years. The terms of all members shall commence on January first following their election.

The legislative delegations representing the counties of each judicial circuit shall meet upon written call of a majority of the members of the delegations of each judicial circuit at a time and place to be designated in such call for the purpose of electing a member of the Board to represent such circuit. A majority present, either in person or by written proxy, of the members of the county legislative delegations from a given circuit shall constitute a quorum for the purpose of electing a member, but no person shall be declared elected who shall fail to receive a majority vote of all the members of the county legislative delegations from the circuit. The joint county legislative delegations of each circuit shall be organized by the election of a chairman and a secretary and such joint legislative delegations shall, subject to the provisions herein, adopt such rules as they deem proper to govern the election. Any absentee may vote by written proxy. When the election is completed, the chairman and secretary of the joint county legislative delegations of each circuit shall immediately transmit the name of the person elected to the Secretary of State Governor who shall forthwith issue to such person, after he has taken the usual oath

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of office, a certificate of election as a member of the State Board of Education. The Governor shall thereupon issue a commission to such person and pending such issuance the certificate of election shall be a sufficient warrant to such person to perform all of the duties and functions of his office.

Any vacancy shall be filled in the same manner as the original appointment for the unexpired portion of the term.

Representation of a given judicial circuit on the State Board of Education shall be rotated among the counties of the circuit, except by unanimous consent of all members of the county legislative delegations from the circuit. No member shall succeed himself in office except by unanimous consent of the members of the county legislative delegations from the circuit. Members of the legislative delegation of any county entitled to a member of the Board shall nominate persons for the office, one of whom shall be elected to the Board.

The Board shall select its chairman and other officers to serve for such terms as the Board may designate. Provided, the Superintendent of Education shall serve as secretary and administrative officer to the Board. The Board shall adopt its own rules and procedures. The chairman and other officers shall have such powers and duties as may be determined by the Board not inconsistent with the law.

At the initial meeting of the legislative delegations representing the counties of each circuit, it shall be determined by lot the sequence in which each county shall be entitled to nominate persons for the office."

SECTION 566. Section 59-11-30 of the 1976 Code is amended to read:

"Section 59-11-30. Pursuant to Article III (I) of the compact, the Commission shall file a copy of its bylaws and any amendment thereto with the Secretary of State Governor."

SECTION 567. Section 59-13-10 of the 1976 Code is amended to read:

"Section 59-13-10. Except as otherwise expressly provided, there shall be elected by the qualified electors of the county a county superintendent of education for each county, who shall, except as otherwise expressly provided, hold his office for a term of four years and until his successor is elected and qualified. He shall, before being commissioned and entering upon the duties of his office, give bond to the State for the use of the county in which he is elected, for educational purposes, in the penal sum of one thousand dollars, except as otherwise provided, with good and sufficient sureties, to be approved by the governing body of the county, conditioned for the faithful and impartial discharge of the duties of his

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