South Carolina General Assembly
111th Session, 1995-1996

Bill 4871


Indicates Matter Stricken
Indicates New Matter


                    Current Status

Bill Number:                       4871
Type of Legislation:               General Bill GB
Introducing Body:                  House
Introduced Date:                   19960403
Primary Sponsor:                   Harrison
All Sponsors:                      Harrison, D. Smith and Wilkins
                                   
Drafted Document Number:           bbm\10745dw.96
Residing Body:                     Senate
Current Committee:                 Judiciary Committee 11 SJ
Date of Last Amendment:            19960501
Subject:                           Secretary of State, powers
                                   devolved upon certain officers



History


Body    Date      Action Description                       Com     Leg Involved
______  ________  _______________________________________  _______ ____________

Senate  19960502  Introduced, read first time,             11 SJ
                  referred to Committee
House   19960502  Read third time, sent to Senate
House   19960501  Amended, read second time
House   19960425  Objection withdrawn by Representative            Hallman
House   19960424  Objection by Representative                      Harrison
                                                                   Knotts
                                                                   Limbaugh
                                                                   Cotty
                                                                   D. Smith
                                                                   Cooper
                                                                   Lanford
                                                                   Bailey
                                                                   Hallman
                                                                   Stuart
House   19960418  Committee report: Favorable with         25 HJ
                  amendment
House   19960403  Introduced, read first time,             25 HJ
                  referred to Committee

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(Text matches printed bills. Document has been reformatted to meet World Wide Web specifications.)

Indicates Matter Stricken
Indicates New Matter

AMENDED

May 1, 1996

H. 4871

Introduced by REPS. Harrison, D. Smith and Wilkins

S. Printed 5/1/96--H.

Read the first time April 3, 1996.

A BILL

TO DEVOLVE THE POWERS, DUTIES, AND RESPONSIBILITIES OF THE SECRETARY OF STATE UPON CERTAIN STATE OFFICERS, PERSONS, AND AGENCIES.

Amend Title To Conform

Be it enacted by the General Assembly of the State of South Carolina:

SECTION 1. Section 1-1-110 of the 1976 Code, as last amended by Section 2, Act 181 of 1993, is further amended to read:

"Section 1-1-110. The executive department of this State is hereby declared to consist of the following officers, that is to say: The Governor and Lieutenant Governor, the Secretary of State, the State Treasurer, the Attorney General and the solicitors, the Adjutant General, the Comptroller General, the State Superintendent of Education, the Commissioner of Agriculture and the Director of the Department of Insurance."

SECTION 2. Section 1-1-120 of the 1976 Code is amended to read:

"Section 1-1-120. In case any vacancy shall occur in the office of Secretary of State, State Treasurer, Comptroller General, Attorney General or Adjutant General, such vacancy shall be filled by election by the General Assembly, a majority of the votes cast being necessary to a choice. If such vacancy occur during the recess of the General Assembly, the Governor shall fill the vacancy by appointment until an election by the General Assembly at the session next ensuing such vacancy."

SECTION 3. Section 1-1-1210 of the 1976 Code, as last amended by Section 9, Part II, Act 189 of 1989, is further amended to read:

"Section 1-1-1210. The annual salaries of the state officers listed below are:

Governor $98,000

Lieutenant Governor 43,000

Secretary of State85,000

State Treasurer 85,000

Attorney General 85,000

Comptroller General 85,000

Superintendent of Education 85,000

Adjutant General 85,000

Commissioner of Agriculture 85,000

These salaries must be increased by two percent on July 1, 1991, and on July first of each succeeding year through July 1, 1994.

A state officer whose salary is provided in this section may not receive compensation for ex officio service on any state board, committee, or commission."

SECTION 4. Section 1-3-215 of the 1976 Code, as added by Acts 181 and 183 of 1993, is amended to read:

"Section 1-3-215. (A) Appointments by the Governor requiring the advice and consent of the Senate must be transmitted to the Senate and must contain at a minimum the following information:

(1) the title of the office to which the individual is being appointed;

(2) the designation of any special seat, discipline, interest group or other designated entity that the individual is representing or is chosen from;

(3) the full legal name of the individual being appointed;

(4) the current street or mailing address and telephone number;

(5) the county, counties, district or other geographic area or political subdivision being represented;

(6) the name of the individual being replaced if the appointment is not an initial appointment; and

(7) the commencement and ending date of the term of office.

(B) When an appointment has been confirmed by the Senate, evidence of such confirmation shall be transmitted to the Secretary of State Governor by the Clerk of the Senate and the Secretary of State Governor must thereafter obtain the necessary oath and evidence of bond if required. The taking of the oath of office and filing of any requisite bond shall fully vest the person appointed with the full rights, privileges and powers of the office. The notice of confirmation transmitted by the Senate shall be conclusive as to the validity of an appointment and the issuance of a commission by the Secretary of State Governor after obtaining the requisite documentation is a ministerial act."

SECTION 5. Section 1-3-420 of the 1976 Code is amended to read:

"Section 1-3-420. The Governor, when in his opinion the facts warrant, shall, by proclamation, declare that, because of unlawful assemblage, violence or threats of violence, a danger exists to the person or property of any citizen and that the peace and tranquility of the State, or any political subdivision thereof, or any particular area of the State designated by him, is threatened, and because thereof an emergency, with reference to such threats and danger, exists.

The Governor, upon the issuance of a proclamation as provided for in this section, shall forthwith file such proclamation in the office of the Secretary of State Adjutant General, which proclamation shall be effective upon issuance and remain in full force and effect until revoked by the Governor."

SECTION 6. Section 1-5-30 of the 1976 Code is amended to read:

"Section 1-5-30. The Secretary of State Lieutenant Governor shall, during the absence of the Governor from Columbia, be placed in charge of the records and papers in the executive chamber. He shall keep in Columbia all the books, records and papers belonging thereto."

SECTION 7. Section 1-7-110 of the 1976 Code is amended to read:

"Section 1-7-110. He shall, when required by the Secretary of State, State Treasurer, Adjutant General, Comptroller General, or any other state officer or the Public Service Commission, consult and advise with them, respectively, on questions of law relating to their official business."

SECTION 8. Section 1-9-30 of the 1976 Code is amended to read:

"Section 1-9-30. In the event that the Governor, for any of the reasons specified in the Constitution, is not able to exercise the powers and discharge the duties of his office, or is unavailable, and in the event the Lieutenant Governor, President pro tempore of the Senate, and the Speaker of the House of Representatives be for any of the reasons specified in the Constitution not able to exercise the powers and discharge the duties of the office of Governor, or be unavailable, the Secretary of State, State Treasurer or Attorney General shall, in the order named, if the preceding named officers be unavailable, exercise the powers and discharge the duties of the office of Governor until a new Governor is elected and qualifies, or until a preceding named officer becomes available; provided, however, that no emergency interim successor to the aforementioned offices may serve as Governor."

SECTION 9. Section 1-11-140 of the 1976 Code, as last amended by Section 87, Part II, Act 145 of 1995, is further amended to read:

"Section 1-11-140. (A) The State Budget and Control Board, through the Office of Insurance Services, is authorized to provide insurance for the State, its departments, agencies, institutions, commissions, boards, and the personnel employed by the State in its departments, agencies, institutions, commissions, and boards so as to protect the State against tort liability and to protect these personnel against tort liability arising in the course of their employment. The insurance also may be provided for physicians or dentists employed by the State, its departments, agencies, institutions, commissions, or boards against any tort liability arising out of the rendering of any professional services as a physician or dentist for which no fee is charged or professional services rendered of any type whatsoever so long as any fees received are directly payable to the employer of a covered physician or dentist, or to any practice plan authorized by the employer whether or not the practice plan is incorporated and registered with the Secretary of State Department of Commerce; provided, any insurance coverage provided by the Budget and Control Board may be on the basis of claims made or upon occurrences. The insurance also may be provided for students of high schools, South Carolina Technical Schools, or state-supported colleges and universities while these students are engaged in work study, distributive education, or apprentice programs on the premises of private companies. Premiums for the insurance must be paid from appropriations to or funds collected by the various entities, except that in the case of the above-referenced students in which case the premiums must be paid from fees paid by students participating in these training programs. The board has the exclusive control over the investigation, settlement, and defense of claims against the various entities and personnel for whom it provided insurance coverage and may promulgate regulations in connection therewith.

(B) Any political subdivision of the State including, without limitations, municipalities, counties, and school districts, may procure the insurance for itself and for its employees in the same manner provided for the procurement of this insurance for the State, its entities, and its employees.

(C) The procurement of tort liability insurance in the manner provided is the exclusive means for the procurement of this insurance.

(D) The State Budget and Control Board, through the Office of Insurance Services, also is authorized to offer insurance to governmental hospitals and any subsidiary of or other entity affiliated with the hospital currently existing or as may be established; and chartered, nonprofit, eleemosynary hospitals and any subsidiary of or other entity affiliated with the hospital currently existing or as may be established in this State so as to protect these hospitals against tort liability. Notwithstanding any other provision of this section, the procurement of tort liability insurance by a hospital and any subsidiary of or other entity affiliated with the hospital currently existing or as may be established supported wholly or partially by public funds contributed by the State or any of its political subdivisions in the manner herein provided is not the exclusive means by which the hospital may procure tort liability insurance.

(E) The State Budget and Control Board, through the Office of Insurance Services, is authorized to provide insurance for duly appointed members of the boards and employees of health system agencies, and for members of the State Health Coordinating Council which are created pursuant to Public Law 93-641.

(F) The board, through the Office of Insurance Services, is further authorized to provide insurance as prescribed in Sections 10-7-10 through 10-7-40, 59-67-710, and 59-67-790.

(G) Documentary or other material prepared by or for the Office of Insurance Services in providing any insurance coverage authorized by this section or any other provision of law which is contained in any claim file is subject to disclosure to the extent required by the Freedom of Information Act only after the claim is settled or finally concluded by a court of competent jurisdiction."

SECTION 10. Section 1-19-230 of the 1976 Code is amended to read:

"Section 1-19-230. Each reorganization plan which shall take effect under this chapter shall be filed with the Secretary of State Governor immediately after it shall stand approved by the General Assembly and shall be printed in the Acts and Joint Resolutions of the session at which it was approved."

SECTION 11. Section 1-23-100 of the 1976 Code is amended to read:

"Section 1-23-100. This article shall not apply to Executive Orders, proclamations or documents issued by the Governor's Office. However, Governor's Executive Orders, having general applicability and legal effect shall be transmitted by the Secretary of State Governor to the Legislative Council to be published in a separate section of the State Register for information purposes only. Such orders shall not be subject to General Assembly approval."

SECTION 12. Section 2-1-50 of the 1976 Code is amended to read:

"Section 2-1-50. The clerk of the House of Representatives shall within ten days from the adjournment of the General Assembly sine die send the names of all persons elected or appointed by the General Assembly during the session to the Secretary of State Governor, together with the action of the General Assembly with reference thereto, and the Secretary of State Governor shall keep them for public inspection."

SECTION 13. Section 2-5-60 of the 1976 Code is amended to read:

"Section 2-5-60. Each designation of an emergency interim successor shall become effective when the legislator or presiding officer making the designation files with the Secretary of State Governor the successor's name, address and rank in order of succession. The removal of an emergency interim successor or change in order of succession shall become effective when the legislator or presiding officer so acting files this information with the Secretary of State Governor. All such data shall be open to public inspection. The Secretary of State Governor shall inform the Governor, the State Office of Civil Defense, the clerk of the House concerned and all emergency interim successors, of all such designations, removals and changes in order of succession. The clerk of each House shall enter all information regarding emergency interim successors for the House in its public journal at the beginning of each legislative session and shall enter all changes in membership or order of succession as soon as possible after their occurrence."

SECTION 14. Section 2-7-80 of the 1976 Code, as last amended by Section 1, Act 194 of 1987, is further amended to read:

"Section 2-7-80. The clerks of the two houses of the General Assembly are directed to have printed all statewide acts after their approval by the Governor and to place upon the desk of each member of the General Assembly, not later than two weeks after the approval date, a copy of such acts and to mail copies to the house of those members who request such services and, after sine die adjournment each year, to mail a copy of all acts not placed on the members' desks during the session to the home address of each member of the General Assembly. In addition, three copies must be mailed to each clerk of court in the State, to the head of each state department and institution, to the Chief Justice and associate justices of the Supreme Court, to the Chief Judge and associate judges of the Court of Appeals, and each judge of the judicial circuits. Likewise, printed copies of local acts approved by the Governor must be furnished to the members of the legislative delegation from the county involved. The Secretary of State Legislative Council shall notify the respective clerks immediately upon receipt of all acts available to them for proofreading. Copies of printed statewide acts of the General Assembly must be supplied to the county clerks of court and county boards of commissioners."

SECTION 15. Section 2-7-240 of the 1976 Code is amended to read:

"Section 2-7-240. No act or joint resolution lodged in the Secretary of State's Legislative Council's office over fifteen days shall be corrected as hereinabove provided for in this article."

SECTION 16. Section 2-11-10 of the 1976 Code, as last amended by Act 157 of 1989, is further amended to read:

"Section 2-11-10. There is hereby created a Legislative Council of the General Assembly of South Carolina, the membership of which shall be composed of the President of the Senate, the Speaker of the House of Representatives, the Secretary of State, Attorney General, the chairman of the Judiciary Committee of the Senate or his designee, and the chairman of the Judiciary Committee of the House of Representatives."

SECTION 17. Section 2-13-140 of the 1976 Code is amended to read:

"Section 2-13-140. The Code Commissioner and the Legislative Council shall have access to State papers and documents in the custody of the Secretary of State or other custodians of the State laws and archives. The Attorney General and his office, the South Carolina Archives Department and other State agencies and State officers shall on request of the Commissioner and Council cooperate in the codifying of the general statutory law."

SECTION 18. 2-13-190 of the 1976 Code, as last amended by Act 181 of 1993, is further amended to read:

"Section 2-13-190. Within five days after receiving such page proofs corrected from the Code Commissioner, the Office of Legislative Printing and Information Technology Resources (LPITR) shall print the same and shall deliver as many copies to the Code Commissioner as the commissioner may order. The Code Commissioner on receipt of such copies shall send a copy to each of the following officers: The Governor, Supreme Court Justices, Clerk of the Supreme Court, Court of Appeals Judges, Clerk of the Court of Appeals, circuit judges, circuit solicitors, county judges, county solicitors, clerk of the court of each county, judge of probate of each county, Attorney General, Secretary of State, Comptroller General, Adjutant General, State Treasurer, Chief Bank Examiner, Department of the Revenue and Taxation, Director of the Department of Transportation, State Health Officer, Director of the Department of Natural Resources, Chairman of the Public Service Commission, Commissioner of Agriculture, Director of the Department of Insurance, State Budget and Control Board, State Superintendent of Education, State Librarian, Clerk of the House of Representatives, Clerk of the Senate, Director of the South Carolina Archives Department, and the members of the General Assembly. Any magistrate may obtain a copy of advance sheets of statutes by sending his name, address, and term to the Code Commissioner."

SECTION 19. Section 2-13-240 of the 1976 Code, as last amended by Act 181 of 1993, is further amended to read:

"Section 2-13-240. (a) Sets of the Code of Laws of South Carolina, 1976, shall be distributed by the Legislative Council as follows: Governor, three; Lieutenant Governor, two; Secretary of State, three; Treasurer, one; Attorney General, fifty; Adjutant General, one; Comptroller General, two; Superintendent of Education, two; Commissioner of Agriculture, two; each member of the General Assembly, one; office of the Speaker of the House of Representatives, one; Clerk of the Senate, one; Clerk of the House of Representatives, one; each committee room of the General Assembly, one; each member of the Legislative Council, one; Code Commissioner, one; Legislative Council, ten; Supreme Court, fourteen; Court Administration Office, five; each circuit court judge, one; each circuit court solicitor, one; each family court judge, one; each county court judge, one; College of Charleston, one; The Citadel, two; Clemson University, three; Francis Marion College, one; Lander College, one; Medical University of South Carolina, two; South Carolina State College, two; University of South Carolina, four; each regional campus of the University of South Carolina, one; University of South Carolina Law School, forty-six; Winthrop College, two; each technical college or center, one; each county governing body, one; each county clerk of court and register of mesne conveyances where such offices are separate, one; each county auditor, one; each county coroner, one; each county magistrate, one; each county master in equity, one; each county probate judge, one; each county public library, one; each county sheriff, one; each public defender, one; each county superintendent of education, one; each county treasurer, one; Library of Congress, three; United States Supreme Court, one; each member of Congress from South Carolina, one; each state library which furnishes this State a free set of its Code of Laws, one; Division of Aeronautics of the Department of Commerce, one; Department of Alcohol and other Drug Abuse Services, one; Department of Archives and History, one; Board of Bank Control, one; Commissioner of Banking, one; Budget and Control Board (Auditor, six; General Services Division, six; Personnel Division, one; Research and Statistical Services Division, one; Retirement System, one); Children's Bureau, one; Department of Consumer Affairs, one; Department of Corrections, two; Criminal Justice Academy, one; Department of Commerce, five; Employment Security Commission, two; Ethics Commission, one; Forestry Commission, one; Department of Health and Environmental Control, five; Department of Transportation, five; Department of Public Safety, five; Human Affairs Commission, one; Workers' Compensation Commission, seven; Department of Insurance, two; Department of Juvenile Justice and Aftercare, one; Department of Labor, Licensing and Regulation, two; South Carolina Law Enforcement Division, four; Legislative Audit Council, one; State Library, three; Department of Mental Health, three; Department of Disabilities and Special Needs, five; Ports Authority, one; Department of Probation, Parole and Pardon, two; Public Service Commission, three; Reorganization Commission, one; Department of Social Services, two; Department of Revenue and Taxation, six; Board for Technical and Comprehensive Education, one; Veterans' Affairs Division of the Governor's office, one; Vocational Rehabilitation, one; Department of Natural Resources, four.

(b) If any technical college or center offers a course in paralegal practice such college or center shall be allowed two additional sets of the Code.

(c) All remaining copies of the Code may be sold or distributed in the best interest of the State as may be determined by the Legislative Council.

(d) The provisions of Sections 8-15-30 and 8-15-40 of the 1976 Code shall not apply to members of the General Assembly, members of the Legislative Council and the Code Commissioner."

SECTION 20. Section 2-17-17 of the 1976 Code, as added by Section 54, Part II, Act 164 of 1993, is amended to read:

"Section 2-17-17. A department director, constitutional officer, agency director, state board or commission, or governing body of any other entity of state government whose department, office, agency, board, commission, or entity employs or contracts with a lobbyist, as defined in Section 2-17-10, who is not a full-time employee of the state, from funds appropriated in the annual general appropriations act, must retain and use a portion of these funds to provide in a timely fashion copies of the disclosure statements and reports filed by the lobbyist with the Secretary of State or State Ethics Commission by mail to the home address of each member of the board, commission, or governing body, authority or official of such department, agency, or entity."

SECTION 21. Section 3-1-150 of the 1976 Code is amended to read:

"Section 3-1-150. Whenever a duly authorized official or agent of the United States, acting pursuant to authority conferred by the Congress, notifies the Budget and Control Board or any other State official, department or agency, that the United States desires or is willing to relinquish to the State the jurisdiction, or a portion thereof, held by the United States over the lands designated in such notice, the Budget and Control Board may, in its discretion, accept such relinquishment. Such acceptance may be made by sending a notice of acceptance to the official or agent designated by the United States to receive such notice of acceptance. The Budget and Control Board shall send a signed copy of the notice of acceptance, together with the notice of relinquishment received from the United States, to the Secretary of State Governor, who shall maintain a permanent file of the notices.

Upon the sending of the notice of acceptance to the designated official or agent of the United States, the State shall immediately have such jurisdiction over the lands designated in the notice of relinquishment as the notice shall specify.

The provisions of this section shall apply to the relinquishment of jurisdiction acquired by the United States under the provisions of Sections 3-1-110 and 3-1-120."

SECTION 22. Section 3-3-210 of the 1976 Code, as last amended by Act 181 of 1993, is further amended to read:

"Section 3-3-210. Subject to the rights of the South Carolina Department of Natural Resources or its successors to lease and subject to the rights of the people of the State to gather oysters and other shellfish on any of the lands hereinafter described, there has been granted to the United States all of the marshlands, sand banks, shores, edges and lands uncovered by water at low tide which are included within the outside boundaries of the premises hereinafter described or which are contiguous and adjacent to such boundaries, to wit:

(1) All that plantation or tract of land containing a body of marshland, in all seven thousand five hundred and sixty-eight (7,568) acres, situate in and around Bull Bay, in the county of Charleston, embracing those islands known as White Banks, being the premises granted to Richard T. Morrison, September 1, 1860, by grants recorded in book Q No. 6, pages 218 and 219, in the office of the Secretary of State Governor, plats of which tracts are also recorded in volume 57, page 429 and page 430, in the office of the Secretary of State Governor;

(2) All those fifteen islands, together containing sixteen thousand nine hundred and ninety-two (16,992) acres, situate near Bull Bay in Charleston County, which islands as a group bound east on the Atlantic Ocean, to the west partly on Bull Bay, to the northward on creeks and marshes, names unknown, and to the southward on Raccoon Keys, being the islands granted to John Bowman, August 1, 1791, by grant recorded in grant book No. 5, page 205, in the office of the Secretary of State Governor aforesaid, and subsequently conveyed to H. P. Jackson by deed recorded in book Y-20, page 216, in the R.M.C. office for Charleston County aforesaid, a plat of which islands is recorded in plat book 1, page 205, in the office of the Secretary of State Governor aforesaid and also in plat book B, page 136, in the R.M.C. office aforesaid;

(3) All that tract of land, marsh and sandbank, known as the Casinas, containing three hundred and sixty (360) acres, more or less, near Cape Romain in Charleston County, being the tract granted to John Lee, William Lee and Charles E. Lee, August 3, 1840, by grant recorded in grant book O No. 6, page 485, in the office of the Secretary of State aforesaid Governor, and subsequently conveyed to Henry P. Jackson, by deed recorded in book Y-20, page 214, in the R.M.C. office aforesaid, a plat of which tract is recorded in volume 42, page 68, in the office of the Secretary of State aforesaid Governor and in book B, page 133, in the R.M.C. office aforesaid;

(4) All that tract of land known as Cape Romain and Bird Bank containing nine hundred and seventy (970) acres, situated in Charleston County, being the premises granted to John Lee, William Lee and Charles E. Lee, by grant recorded in grant book O No. 6, page 486, in the office of the Secretary of State aforesaid Governor and subsequently conveyed to H. P. Jackson by deed recorded in book Y-20, page 215, in the R.M.C. office aforesaid, a plat of which is recorded in plat book B, page 131, in the R.M.C. office aforesaid;

(5) All that tract of land containing five thousand five hundred and sixty (5,560) acres on an island known as Big and Little Raccoon Keys, situate in Charleston County, which island bounds eastward on Cape Romain Inlet, southward on the Atlantic Ocean and westward on Bull Bay, being the island granted to John Vinyard, October 7, 1816, by grant recorded in volume 61, page 86, in the office of the Secretary of State aforesaid Governor, and subsequently conveyed to H. P. Jackson by deed recorded in book Y-20, page 213, in the R.M.C. office aforesaid; and

(6) All that tract of land and marshland containing one thousand and forty (1,040) acres, more or less, situate in Christ Church Parish in Charleston County, bounded on the north and northeast by Palmetto Creek, to the north and northwest by lands late of the estate of Whitesides, C. B. Northrop, Hodge and Kelly, south and southwest by lands late of Moses Whitesides, Esq., south and southeast by a creek known as No Man's Friend Creek, being the tract granted to C. B. Northrop, July 2, 1855, by grant recorded in book Q No. 6, page 67, in the office of the Secretary of State Governor and subsequently conveyed to H. P. Jackson by deed recorded in book Y-20, page 217, in the R.M.C. office aforesaid, a plat of which tract is recorded in State record volume 43, page 270, and also in book B, page 132, in the R.M.C. office aforesaid.

Jurisdiction; migratory bird refuge.-Subject to the rights of the South Carolina Department of Natural Resources as provided above the United States shall have exclusive jurisdiction on the lands so granted for the purpose of carrying out the provisions of the act of Congress approved February 18, 1929, known as the `Migratory Bird Conservation Act' and all acts hereafter amendatory thereof, and for the purpose of the preservation and conservation of all migratory birds which are or hereafter may be under the jurisdiction of the United States.

Service of process.-Nothing contained in said grant shall be construed to exclude or prevent any process, civil or criminal, issuing from the courts of this State from being served or executed within the limits of said grant.

Reverter when no longer used for game refuge.-The lands so granted shall revert to the State in the event the United States shall cease to use said lands for the purpose of a migratory bird refuge.

Consent to conveyance of part of such lands.-The consent of the State has also been given to the conveyance by the United States or its duly authorized agency, to I. W. Limbaker of tract `A,' as shown on plat of the Intercoastal Waterway, Winyah Bay-Charleston, Canal Prism and Spoil Disposal Areas, prepared by the United States engineer office, Charleston, South Carolina, February 6, 1939, and on file in the United States engineer office aforesaid in file No. 42-4, said tract `A' having been a portion of the lands granted the United States as aforesaid, in exchange for the conveyance by I. W. Limbaker to the United States or its duly authorized department, or tract `B,' as shown on said plat, the granting clause of said conveyance from I. W. Limbaker reading as follows:

`That the said deeded land shall revert to the State of South Carolina in the event the United States of America ceases to use the said lands for the purpose of a migratory bird refuge.' And it is hereby specifically declared that said tract `A' shall not revert to the State on account of said conveyance, but having been conveyed to I. W. Limbaker as so authorized, shall be freed of the provision for reversion contained in the cession of said property to the United States."

SECTION 23. Section 3-3-220 of the 1976 Code is amended to read:

"Section 3-3-220. Certain marshlands next adjacent to Castle or Fort Pinckney, not previously ceded to the United States, and consisting of fifty acres of marshlands, more or less, were granted to the United States in 1898 for the purpose of erecting, constructing and maintaining a home or sanatorium for disabled officers, soldiers and sailors of the Army and Navy of the United States.

Land tax exempt. Such lands shall so long as they shall be used for the purpose aforesaid be exonerated and discharged from all taxes, assessments and other charges which may be imposed under the authority of this State.

Plat to be made and filed. The proper officers of the United States in charge of such institution were required to cause to be executed a plat of the lands which were acquired for such purpose and file it in the office of the Secretary of State Governor of this State."

SECTION 24. Section 3-3-340 of the 1976 Code is amended to read:

"Section 3-3-340. Other lands that have been ceded to the United States are:

(1) Fort Moultrie, on Sullivan's Island, Charleston County. In addition to the lands mentioned in Section 3-3-240, all the lands originally reserved for Fort Moultrie, on Sullivan's Island, in Charleston County, not in excess of five acres, with all the forts, fortifications and buildings thereon, together with the canal leading from the cove on the back of the fort nearly up to the same, as delineated on the plan of Charleston Harbor by Col. Senf in the Secretary of State's Governor's office at Columbia;

(2) Fort Johnson, Charleston County. The high lands and part of the marsh belonging to Fort Johnson not in excess of twenty acres, as delineated on said plan of Charleston Harbor, including the present site of Fort Johnson;

(3) Fort Pinckney, Charleston County. The land on which Fort Pinckney is built and three acres around the same in Charleston County;

(4) Sandbank on southeast point of Charleston. A portion of the sandbank marked `C' on the southeasternmost point of Charleston, as delineated on said plan of Charleston Harbor, not exceeding two acres;

(5) Ten acres on Blythe's Point, Sampit River, in Georgetown County. A lot, not exceeding four acres, for a battery or fort and necessary buildings on Dr. Blythe's point of land at the mouth of Sampit River, Georgetown County, and a quantity of land, not exceeding six acres, on Dr. Blythe's said point of land at the mouth of Sampit River, adjoining and in addition to such four acres; and for the same purposes;

(6) Mustard Island and seven acres on St. Helena Island, Beaufort County. Mustard Island, opposite Parris Island, in Beaufort River, and a tract of land on St. Helena Island, opposite Mustard Island, not exceeding seven acres in Beaufort County;

(7) Five acres in Beaufort, Beaufort County. Five acres of the public lands near the town of Beaufort, including the site of Fort Lyttleton in Beaufort County, for the purpose of erecting a fort;

(8) Site at Mount Pleasant, Charleston County. A site for a lighthouse in or near Mount Pleasant in Charleston Harbor, not exceeding one acre;

(9) Site at White Point, in Charleston County. A site for a beacon light at White Point, in the city of Charleston, as heretofore designated by the city council of Charleston;

(10) Site at Fort Point in Georgetown County. A site, not exceeding twenty acres, for a lighthouse on Fort Point, near Georgetown in Georgetown County;

(11) Shore line of Sullivan's Island for jetty for Charleston Harbor. A quantity of land on Sullivan's Island in Charleston Harbor, not exceeding three hundred feet in length and two hundred feet in breadth, for the shore line of a jetty erected for the improvement and deepening of the bar of Charleston Harbor, described and located as follows: Starting from the magistral of the northeast salient angle of Fort Moultrie, thence running south two degrees, seven and one-half minutes (2° 7 1 /2 ') east, eight hundred and forty-six (846) feet, to a point near high-water line on the south shore of Sullivan's Island; thence north eighty-six degrees, thirty-five and one-half minutes (86° 35 1 /2 ') east, two thousand eight hundred (2,800) feet, to a point near the same high-water line; thence north seventy-seven degrees, thirty-eight and one-half minutes (77° 38 1 /2 ') east, two thousand one hundred and ninety and one-half (2,190 1 /2 et, to a point on the high-water line of said shore which is the southwest angle of the tract hereby conveyed; thence north seventy-seven degrees, thirty-eight and one-half minutes (77° 38 1 /2 ') east, along said water line three hundred (300) feet; thence north twelve degrees, twenty-one and one-half minutes (12° 21 1 /2 ') west, two hundred (200) feet; thence south seventy-seven degrees, thirty-eight and one-half minutes (77° 38 1 /2 ') west, three hundred (300) feet; thence south twelve degrees, twenty-one and one-half minutes (12° 21 1 /2 ') east, two hundred (200) feet, to the high-water line at the before-mentioned southwest angle of the tract herein conveyed; together with the accretion on the three hundred (300) feet of water front of said tract;

(12) Shore line on Morris Island for jetty for Charleston Harbor. A quantity of land on Morris Island in Charleston Harbor sufficient for the erection of a shore line of a jetty for the improvement and deepening of the bar of Charleston Harbor, not exceeding fifteen hundred feet in length, measured on the high-water line, and two hundred feet in breadth, as located and selected from the land formerly owned by the State at the north end of Morris Island, together with the accretion on the water front of such land so granted, for the purposes aforesaid. And also such other quantity of land on Morris Island as may be needed for the shore line of the jetty aforesaid, belonging or formerly belonging to any person other than the State if and when such land has been conveyed by the owner thereof to the United States; provided a plat of all such lands be made and be deposited in the office of the Secretary of State Governor under the supervision and direction of the proper officer of the United States in charge of the jetties;

(13) Lands connecting Winyah Bay and Santee River. Such lands as may be required for the purpose of connecting Winyah Bay and Santee River in Georgetown County so as to facilitate commerce;

(14) Tracts in Charleston, Beaufort and Georgetown Counties for quarantine purposes. The right, title and interest of this State to, and the jurisdiction of this State over, the following described tracts of land and land covered by water, situated in the counties of Charleston, Beaufort and Georgetown, granted and ceded to the United States for the purposes of quarantine, to wit:

(a) A Tract of Land on James' Island and Buildings.-A tract of land on James' Island, Charleston Harbor, lying and being upon the easterly, southerly and westerly sides of the land belonging to the United State Government and known as the Fort Johnson Reservation, being ninety acres, more or less, and including the marshland and tide flats east and south of said Fort Johnson Reservation to low-water line and the buildings then on said ninety-acre tract;

(b) Quarantine Station at Georgetown.-The quarantine station at Georgetown, on South Island, entrance to Georgetown Harbor, consisting of five acres of land, more or less, a residence and outbuildings;

(c) Quarantine Station at Buzzard's Island, Beaufort County.-The quarantine station on Buzzard's Island, at the entrance of St. Helena Sound, consisting of ten acres, more or less, officers' quarters, two hospital buildings and quarters for crew;

(d) Quarantine Station at Parris Island, Beaufort County.-The quarantine station on Parris Island, Port Royal Sound, consisting of fifteen acres, more or less, an officer's residence, two hospitals and outbuildings; and

(15) Portion of Laurel Street in Columbia. That portion of Laurel Street in the city of Columbia that was being used on April 19 1943 for a recreational center by the United States."

SECTION 25. Section 3-5-10 of the 1976 Code is amended to read:

"Section 3-5-10. For the purpose of aiding in the construction and maintenance by the United States of the projects approved by Congress by the River and Harbor Act approved August 26, 1937 for the construction of the intracoastal waterway from the Cape Fear River, North Carolina, to the Savannah River, Georgia (Rivers and Harbors Committee Document No. 6, 75th Congress, first session), of the Ashley River, South Carolina, project (House Document No. 449, 74th Congress, second session) and of the Shipyard River, South Carolina, project (Rivers and Harbors Committee Document No. 38, 75th Congress, first session) and any changes, modifications or extensions thereto and any tributaries thereof, the Governor and the Secretary of State may issue to the United States of America a grant or grants of a perpetual right and easement to enter upon, excavate, cut away and remove any and all of the land, including submerged lands, composing a part of the prism required for the channels, anchorage areas and turning basin, and their slopes and berms, as may be required at any time for construction and maintenance of said intracoastal waterway from Winyah Bay, South Carolina, to the State boundary line in the Savannah River and any changes, modifications or extensions thereto and any tributaries thereof and for said Ashley River and Shipyard River projects and to maintain the portions so excavated and the channels, anchorage areas and turning basin thereby created as a part of the navigable waters of the United States and a further perpetual right and easement to enter upon, occupy and use any portion of the land, including submerged land, composing a part of the spoil disposal area not so cut away and converted into public navigable waters as aforesaid, for the deposit of dredged material and for such other purposes as may be needful in the construction, maintenance and improvement of said intracoastal waterway and any changes, modifications or extensions thereto and any tributaries thereof and of the Ashley River and Shipyard River projects, in so far as such lands, including submerged lands, are subject to grant by the State, such grant to issue upon a certificate showing the location and description of such rights of way and spoil disposal areas furnished to the Governor by the Secretary of the Army, any authorized officer of the Corps of Engineers of the United States Army or any other authorized official exercising control over the construction or maintenance of such projects."

SECTION 26. Section 3-5-30 of the 1976 Code is amended to read:

"Section 3-5-30. The Governor and Secretary of State may issue to the United States of America a grant or grants within such limits as above specified of a perpetual right and easement to enter upon, excavate, cut away and remove any and all of the land raised above water as mentioned in Section 3-5-20, including submerged land, composing a part of the prism required for the channels, anchorage areas and turning basin, their slopes and berms, as may be required at any time for the construction and maintenance of said intracoastal waterway from Winyah Bay, South Carolina, to the State boundary line in the Savannah River and any changes, modifications or extensions thereto and any tributaries thereof and for the Ashley River and Shipyard River projects and to maintain the portions so excavated and the channels, anchorage areas and turning basin thereby created as a part of the navigable waters of the United States and a further perpetual right and easement to enter upon, occupy and use any portion of such land, including submerged land, composing a part of the spoil disposal areas not so cut away and converted into public navigable waters, as aforesaid, for the deposit of dredged material and for such other purposes as may be needful in the construction, maintenance and improvement of such intracoastal waterway and any changes, modifications or extensions thereto and any tributaries thereof and the Ashley River and Shipyard River projects, the grant or grants to issue upon a certificate furnished to the Governor by some authorized official of the United States as provided in Section 3-5-10."

SECTION 27. Section 3-5-40 of the 1976 Code, as last amended by Act 181 of 1993, is further amended to read:

"Section 3-5-40. If the title to any part of the lands, including submerged lands, property or property rights, required by the United States Government for the construction and maintenance of the aforesaid intracoastal waterway from Winyah Bay, South Carolina, to the State boundary line in the Savannah River and any changes, modifications or extensions thereto and any tributaries thereof, and the Ashley River and Shipyard River projects shall be in any private person, firm or corporation, telephone or telegraph company or other public service corporation or shall have been donated or condemned for public or public service purposes by any political subdivision of this State or any public service corporation, the South Carolina Department of Health and Environmental Control may, acting for and in behalf of the State, secure the above described rights of way and spoil disposal areas for such intracoastal waterway and all its tributaries and for the Ashley River and Shipyard River projects upon, across and through such lands, including submerged lands, or any part thereof, including oyster beds, telephone and telegraph lines, railroad lines, property of other public service corporations and other property and property rights, by purchase, donation or otherwise, through agreement with the owner when possible. And when any such easement or property is thus acquired the Governor and the Secretary of State shall execute a deed for it to the United States."

SECTION 28. Section 3-5-310 of the 1976 Code is amended to read:

"Section 3-5-310. For the purpose of aiding in the construction of the proposed inland waterway by the United States from the North Carolina-South Carolina State line at Little River to Winyah Bay the Governor and the Secretary of State may issue to the United States of America a grant to the land located within said inland waterway right of way of a width of one thousand feet when the land does not exceed eight feet in elevation above mean low water, with increased widths approximately in proportion to the quantity of excavation required as the elevation of the land increases until a maximum of one thousand seven hundred and fifty feet is reached when the ground elevation is thirty feet or more above mean low water, in so far as such land is subject to grant by the State, such grant to issue upon a certificate showing the location and description of such right of way furnished to the Governor by the Secretary of the Army or by an authorized officer of the Corps of Engineers of the United States Army or by any other authorized official exercising control over the construction of said waterway. Whenever in the construction of such inland waterway within this State lands theretofore submerged shall be raised above the water by the deposit of excavated material, the lands so formed shall become the property of the United States if within the limits of such inland waterway right of way and the Governor and the Secretary of State may issue to the United States of America a grant to the land so formed within such limits as above specified, the grant to issue upon a certificate furnished to the Governor by some authorized official of the United States as above provided."

SECTION 29. Section 3-5-320 of the 1976 Code, as last amended by Act 181 of 1993, is further amended to read:

"Section 3-5-320. If the title to any part of the lands required by the United States Government for the construction of the aforesaid inland waterway from the North Carolina-South Carolina State line at Little River to Winyah Bay shall be in any private person, company, firm or corporation, railroad company, canal company, telephone or telegraph company or other public service corporation or shall have been donated or condemned for any such use by any political subdivision of this State, the Department of Health and Environmental Control may, acting for and in behalf of the State, secure a right of way of the width aforesaid for such inland waterway upon, across and through such lands or any part thereof by purchase, donation or otherwise, through agreement with the owner when possible, and when any such property is thus acquired the Governor and the Secretary of State shall execute a deed for it to the United States."

SECTION 30. Section 3-5-330 of the 1976 Code, as last amended by Act 181 of 1993, is further amended to read:

"Section 3-5-330. If for any reason the Department of Health and Environmental Control is unable to secure the right-of-way upon, across, or through the property by voluntary agreement with the owner, the Department of Health and Environmental Control acting for the State, may condemn the right-of-way. The Governor and the Secretary of State shall promptly execute a deed for the condemned property to the United States."

SECTION 31. Section 4-3-330 of the 1976 Code is amended to read:

"Section 4-3-330. Kershaw County is bounded on the southeast by Lee and Sumter Counties from which it is divided by a line beginning at Spivey's Ferry on Lynch's River and extending along the Lee County line to the point where the line between Lee County and Sumter County meets the line of Kershaw County; thence in a southwest direction along the Sumter County line to the Wateree River; on the southwest by Richland County, from which it is divided by a line beginning at the Wateree River, opposite to the last-mentioned point, and running S. 66° W. or by Raglin's Creek to Speer's Creek; thence up Raglin's Creek to its head; thence by a straight line N. 40.75° W. 10 miles 17 chains; thence N. 56.5° W. 1 mile 14 chains to a point over Rice Creek on Peay's plantation, nearly half a mile above the fork of Twenty-five Mile Creek; on the west by Fairfield County, from which it is separated by a line drawn from the last-mentioned point N. 18.25° E. 23 miles 14 chains or until it intersects the Wateree River and up said river 1 /2 mile above Peay's Ferry; on the northwest and north by Lancaster County from which it is divided by the following lines: beginning at a point on Catawba River 1 /2 mile above Peay's Ferry, thence N. 54° E. 9 miles 62 chains to stone corner near Russell Place; thence N. 74° E. 1 mile 37 chains and 50 links to corner at Hammond's Springs 75 feet left; thence N. 48° E. 2 miles 63 chains to stone corner near Hanging Rock Bridge; thence south along the Salisbury Road 4 miles 16 chains to corner near Bethel Church; thence N. 66° E. 14 miles 76 chains 16 links to Lynch's River, separating Chesterfield from Kershaw and Lancaster Counties; on the northeast by Chesterfield and Darlington Counties, from which it is separated by Lynch's River down to the place of beginning, less the following territory transferred to Lee County by act of the General Assembly approved March 7 1921, to wit: commencing at that point on the McCullum public road from Bishopville to Camden, west of Marshall's just where the present boundary line between Lee and Kershaw Counties enters said road; thence a northerly direction to a point where the lands now or formerly owned by Joseph Radcliffe, D. L. Johnson and Richard Cullum corner; thence in a northeasterly direction to Neil's crossing on Thickhead Swamp; thence in a northeasterly direction along the boundary line between lands now or formerly owned by M. H. Pate and Wesley McCaskill to neighborhood road leading from the McCullum road by residence of Wesley McCaskill; thence in a northerly direction along said road to the point where the land now or formerly owned by J. S. Tisdale corners with the land now or formerly belonging to the estate of Bullock; thence in a northeasterly direction along the boundary line between said lands of estate of Bullock and lands now or formerly owned by J. S. Tisdale and between lands now or formerly belonging to J. J. Self and Wiley Hatfield to neighborhood road, known as Riley's old road; thence with the said road in a northeasterly direction to the intersection of Lee County and Kershaw County boundary lines; thence with the Lee County line back to the beginning point. To the above-described area of Kershaw County is to be added that territory transferred from Lee County by act approved March 5 1925, to wit: all that small portion of Lee County containing one thousand and seventeen acres, or one and 58 /100 square miles, as shown by plat thereof on file in the office of the Secretary of State Governor, executed by H. W. Shaw and A. B. Boykin, surveyors, dated June 25 and 26 1924, that is to say, that body of land which lies between the lines heretofore dividing the said two counties, and the line represented on said plat as beginning at Harbord Branch where the line between the said two counties crosses said branch running thence S. 41° E. 3319 feet; thence 27° 30' E. 1025 feet; thence S. 79° W. 2530 feet; thence S. 1° W. 5147.09 feet; thence S. 8° 15' E. 3288 feet; thence S. 33° W. 8225 feet; thence N. 78° 30' W., to the Three Notch Road, be and the same is hereby annexed to Kershaw County, and the lines heretofore dividing the said two counties are altered accordingly."

SECTION 32. Section 4-3-360 of the 1976 Code is amended to read:

"Section 4-3-360. Lee County is bounded as follows: beginning at Field's Bridge on Lynch's River and running down said river a distance of thirteen miles, leaving said river back of Irby Truluck's plantation and crossing the Lynchburg and Lake City Road between the places now or formerly belonging to Bob Welsh and Dr. Miller a course S. 28° W. 3.25 miles striking a new road; thence S. 80° W. 2.75 miles to the Pudding Swamp Road at the land now or formerly T. L. Kirkpatrick's; thence S. 65° W. crossing Raccoon Road at the place now or formerly Sam Wilson's 5.75 miles to Scottsville; thence from Scottsville S. 76.25° W. .75 of a mile to Black River; thence up Black River, in Sumter County, 3.75 miles to Witherspoon Crossing; thence S. 80° W. to Scape O'er Swamp; thence up said swamp 2 5 /8 miles to the C. S. & N. R. R. Crossing; thence N. 80° W. to a pine on the old dividing line between Lee and Sumter Counties on the west side of the public road leading from Oswego to DuBose's Cross Roads, and at a distance of .4 of a mile from the center of said public road; and running thence N. 16° 27' W. 1.74 miles to a point in the center of said public road leading from Oswego to DuBose's Cross Roads about opposite the dwelling of Mrs. Martin; thence along the center of said public road for a distance of 1.27 miles to DuBose's Cross Roads; thence N. 61° 10' W. along the center of the road leading to Herriott's Cross Roads, a distance of .3 of a mile; thence S. 87° 35' W. a distance of 3.23 miles to the bridge at the main run of Open Branch on the road leading to Bradford's Springs; thence S. 63° 20' W. a distance of 1.11 miles to a point in field now or formerly Stanyarne Burrow's; thence S. 43° 50' W. to the intersection with the line between Lee and Sumter Counties; thence N. 62° 5.37 miles to a point in Bradley's field near the Kershaw County line; thence due north 1.87 miles to Kershaw County line; thence down said line 2.62 miles to Reynold's Mill; thence following the Three Notch Road, in Kershaw County, a distance of 3 miles to Antioch schoolhouse; thence N. 50° E. 1.25 miles; thence due north 1.75 miles to the Camden Road; thence following said road a distance of 4.75 miles to Harrison Hall Mill; thence in an eastern direction 1.87 miles to the old Georgetown Road; thence up said road to near the head of Turkey Creek; thence in a northern line to the Camden Road leading from Kelly's Bridge on Lynch's River to Camden; thence down said road to the Holland Ditch; thence up said ditch .75 of a mile to a corner of plantation now or formerly belonging to Edmond Tiller; thence 63° E. crossing the Mecklenburg Road near the house now or formerly occupied by Whitfield Gardner to Lynch's River south of the place now or formerly Dr. Norwood's 3.37 miles; thence down said river a distance of 3 miles near Kelly's Bridge, .25 of a mile south of said bridge; thence N. 42° E. 3 miles to Ashland Methodist Church; thence N. 22° E. crossing the Chesterfield road between the property now or formerly belonging to J. E. Woodham and the property now or formerly J. W. Gardner's 2.62 miles to Stuckey's gate on the old State road; thence down said road .75 of a mile; thence due south 2.62 miles to Liberty Hill Church at the head of Sparrow Swamp; thence down Sparrow Swamp to a point in the Marco Mill Pond, near the property now or formerly owned by B. A. Howls; thence in Cypress township S. 28° E. 1.5 miles to Long Branch; thence up said Branch .25 of a mile; thence S. 28° E. 1 1 /8 miles to Screeches Branch; thence due south 3 miles to the Lamar township line; thence following said line to the beginning corner, and in addition the following territory transferred from Kershaw County by act of the General Assembly, approved March 7 1921, to wit: commencing at that point on the McCullum public road from Bishopville to Camden, west of Marshall's church, where the present boundary line between Lee and Kershaw Counties enters said road, thence a northern direction to the point where the land now or formerly owned by Joseph Radcliffe, D. L. Johnson and Richard Outlaw corner; thence in a northeasterly direction to Neil's Crossing on Thickhead Swamp; thence in a northeasterly direction along the boundary line between land now or formerly owned by M. H. Pate and Wesley McCaskill to neighborhood road leading from the McCullum road by residence now or formerly occupied by Wesley McCaskill; thence in a northerly direction along said road to the point where the land now or formerly owned by J. S. Tisdale corners with the land now or formerly belonging to the estate of Bullock; thence in a northeasterly direction along the boundary line between said lands of estate of Bullock and land of J. S. Tisdale and between land now or formerly owned by J. J. Self and land now or formerly owned by Wiley Hatfield to neighborhood road known as the Riley Hall road; thence with the said road in a northeasterly direction to the intersection of the Lee County and Kershaw County boundary line; thence with the Lee County line back to the beginning point, containing by survey 4.24 square miles. Less, however, that territory transferred to Kershaw County by act approved March 5 1925, to wit: all that small portion of Lee County containing 1017 acres, or 1.58 square miles, as shown by plat thereof on file in the office of the Secretary of State Governor executed by H. W. Shaw and A. B. Boykin, surveyors, dated June 25 and 26 1924, that is to say, that body of land which lies between the lines heretofore dividing said two counties, and the line represented on said plat as beginning at Harbord Branch where the line between the said two counties crosses said branch running thence S. 41° E. 3319 feet; thence 27° 30' E. 1025 feet; thence S. 79° W. 2530 feet; thence S. 1° W. 5147.09 feet; thence S. 8° 15' E. 3288 feet; thence S. 33° W. 8225 feet; thence N. 78° 30' W. to the Three Notch Road, be and the same is hereby annexed to Kershaw County, and the lines heretofore dividing the said two counties are altered accordingly."

SECTION 33. Section 4-3-370 of the 1976 Code is amended to read:

"Section 4-3-370. Lexington County is bounded on the northeast and east by Richland County; on the southeast by Orangeburg and Calhoun Counties, from which it is divided by Beaver Creek; on the Southwest by Aiken County, from which it is separated by the north fork of the Edisto River to the mouth of the southern branch of Chinquepin Falls Creek and then by said creek to a point where it intersects the line drawn from Silver Bluff, on the Savannah River, to the mouth of Rocky Creek, on Saluda River; on the northwest by Saluda County, from which it is separated by a line drawn from Silver Bluff, on Savannah River, to the mouth of Rocky Creek, on the Saluda River; and by Newberry County, from which it is separated by a line beginning at a point in Broad River, on the Fairfield-Lexington County line, about .25 of a mile below Peak, and running thence S. 40° W. to a point on the west bank of Broad River; thence S. 40° W. 1956 feet to an oak; thence S. 46° 40' W. 2410 feet to a stone on the public road; thence S. 41° W. 1143 feet to a stake; thence S. 32° 30' W. 9568 feet to a stake on a branch; thence down the run of the branch to a stake; thence S. 45° W. 575 feet to a stake; thence N. 86° 30' W. 3782 feet to a pine; thence S. 26° 30' W. 3650 feet to a stake; thence S. 53° 30' W. 4990 feet to a point on the Columbia, Newberry and Laurens Railroad; thence S. 73° 30' W. 2613 feet to a maple in a branch; thence S. 68° 30' W. 2180 feet to a stake near a negro church; thence N. 77° 30' W. 5577 feet to a stake just west of the public road, near Little Mountain; thence S. 28° W. 20850 feet to Camping Creek, near the mouth of Stevens Creek; thence up the run of Camping Creek to the old Newberry-Lexington County line; thence southwesterly with the old Newberry-Lexington County line to Saluda County on Broad River. Less however, that territory transferred to Richland County by act approved March 11 1922, to wit: all that certain piece of land containing 8900 acres, or 14 square miles, situate in the northeastern part of Lexington County on the Broad River, and being bounded and delineated as follows, to wit: beginning at a point on said Broad River, and running S. 41° W. 82.51 chains to a stake, thence turning and running S. 32.5° W. 160.65 chains to a stake, thence running along a creek which empties into Wateree Creek 42.24 chains to a stake, thence running to the point where said creek joins Wateree Creek 71.51 chains, thence running along said Wateree Creek 94 chains, thence turning and running S. 23° E. 142.50 chains to a point in Slice Creek known as Rocky Ford, thence turning and running northerly along Slice Creek 164 chains, thence turning and running easterly along Wateree Creek 305.00 chains to the point of entrance of Wateree Creek and Broad River, thence turning and running in a northwesterly direction along Broad River 410 chains, said piece of land being bounded on the west by Newberry County, on the south and southwest by Lexington County, on the south by Richland County, and on the east and north by the Broad River, being more particularly known as the plat of said property, completed on November 25 1921, by W. A. Counts and J. C. Wessinger, surveyors, said plat being filed in the office of the Secretary of State Governor. And less that territory transferred to Newberry County by act approved May 12 1953, to wit: all of that certain territory or portion of Lexington County embraced within the following lines and boundaries, to wit: beginning at a point of the intersection of Lexington County-Saluda County-Newberry County lines at Saluda River; thence N. 22° 30' E. 17710 feet to Camping Creek; thence in a general southeastern direction along Camping Creek to confluence of Saluda River; thence in a northwesterly direction along Saluda River to point of beginning, being more particularly lined and described on a plat of said territory by the Columbia Engineering Company, completed November 1 1952, said plat being filed in the office of the Secretary of State Governor."

SECTION 34. Section 4-3-410 of the 1976 Code is amended to read:

"Section 4-3-410. Newberry County is bounded as follows: on the northwest by Laurens County from which it is separated by line beginning at Island Ford on Saluda River and running thence along the old road to O'Dell's Ford on Enoree River; on the north by a line commencing at O'Dell's Ford on Enoree River and running thence down Enoree River to Anderson's Ford; thence along the road to Hill's Ferry on Tyger River; thence down the same to the mouth; thence down Broad River to a point on the Fairfield-Lexington County line about one fourth of a mile below Peak, and running thence S. 40° W. to a point on the west bank of Broad River; thence S. 40° W. 1956 feet to an oak; thence S. 46° 40' W. 2410 feet to a stone in the public road; thence S. 41° W. 1143 feet to a stake; thence S. 32° 30' W. 95.68 feet to a stake on a branch; thence down the run of the branch to a stake; thence S. 55° W. 575 feet to a stake; thence N. 86° 30' W. 3782 feet to a pine; thence S. 26° 30' W. 3650 feet to a stake; thence S. 50° 30' W. 4940 feet to a point on the Columbia, Newberry and Laurens Railroad; thence S. 73° 30' W. 2613 feet to a maple in a branch; thence S. 68° 30' W. 2180 feet to a stake near a negro church; thence N. 77° 30' W. 5577 feet to a stake, just west of the public road near Little Mountain; thence S. 28° W. 2850 feet to Camping Creek near the mouth of Stevens' Creek; thence up the run of Camping Creek to the old Newberry-Lexington County line; thence with the old Lexington-Newberry County line to the Saluda River; and on the southwest by the Saluda River, which separates it from Saluda and Greenwood Counties. To the above-described area of Newberry County is to be added all that territory transferred from Lexington County by act approved May 12 1953, to wit: all of that certain territory or portion of Lexington County embraced within the following lines and boundaries, to wit: beginning at a point of the intersection of Lexington County-Saluda County-Newberry County lines at Saluda River; thence N. 22° 30' E. 17710 feet to Camping Creek; thence in a general southeastern direction along Camping Creek to confluence of Saluda River; thence in a northwesterly direction along Saluda River to point of beginning, being more particularly lined and described on a plat of said territory by the Columbia Engineering Company, completed November 1 1952, said plat being filed in the office of the Secretary of State Governor."

SECTION 35. Section 4-3-460 of the 1976 Code is amended to read:

"Section 4-3-460. Richland County is bounded on the north by Fairfield County, from which it is separated by new boundary lines set forth and specifically described in the location and boundary of Fairfield County; on the east by Kershaw County and Sumter County from which it is separated by the Wateree River; on the south by Calhoun County; on the west by Lexington County, from which it is separated by a line beginning on the Congaree River where the counties of Lexington and Richland meet on the southern division thereof, and running thence with the Congaree River to where the confluence of the Broad and Saluda Rivers unite to form the Congaree, and following the thread of Saluda River about two and one-half miles to a concrete boundary marker; thence in a northwesterly direction upon the circumference of a circle having Lexington courthouse as its center, with a radius of not less than eight miles and a deflection of 1° 21' for every one thousand feet, to a concrete boundary marker on the eastern boundary line of the town of Irmo; thence along the boundary line of the town of Irmo to the northeast corner of the town; thence west along the northern boundary of the town of Irmo 2,260 feet to a stake located thereon; thence along the circumference of the circle first described 11,360 feet to a stake; then N. 42° 30' W. 878 feet; thence west 5,000 feet to a stake; thence S. 85° W. 5,000 feet to a stake; thence S. 80° W. 5,541 feet to a stake; thence N. 37° 28' W. 10,618 feet to a stake; thence S. 85° W. 750 feet to a pine; thence N. 34° 45' W. 10,491 feet to a stake; thence N. 22° E. 914 feet to a stake; thence N. 37° 5' W. 1,313 feet to a stake; thence N. 13° 45' E. 2,597 feet to a stake; thence N. 56° 35' E. 3,920 feet to a point on Rocky Ford on Wateree Creek; thence north, northeast and east along the Wateree Creek to where it empties into Broad River. To the above-described area of Richland County is to be added all that territory transferred from Lexington County by act approved March 11 1922, to wit: all that certain piece of land containing 8,900 acres, or 14 square miles, situate in the northeastern part of Lexington County on the Broad River, and being bounded and delineated as follows, to wit: beginning at a point on the Broad River, and running S. 41° W. 82.51 chains to a stake; thence turning and running S. 32.5° W. 160.65 chains to a stake; thence running along a creek which empties into Wateree Creek 42.24 chains to a stake; thence running to the point where said creek joins Wateree Creek 71.51 chains; thence running along Wateree Creek 94 chains; thence turning and running S. 23° E. 142.50 chains to a point in Slice Creek known as Rocky Ford; thence turning and running northerly along Slice Creek 164 chains; thence turning and running easterly along Wateree Creek 305.00 chains to the point of entrance of Wateree Creek and Broad River; thence turning and running in a northwesterly direction along Broad River 410 chains, said piece of land being bounded on the west by Newberry County, on the south and southwest by Lexington County, on the south by Richland County, and on the east and north by the Broad River, being more particularly known as the plat of said property, completed on November 25 1921, by W.A. Counts and J. C. Wessinger, surveyors, said plat being filed in the office of the Secretary of State Governor."

SECTION 36. Section 4-3-490 of the 1976 Code is amended to read:

"Section 4-3-490. Sumter County is bounded as follows: on the north by Kershaw, Lee and Florence Counties; on the east by Florence County; on the south by Clarendon County, from which it is separated by the northwestern line of Clarendon County mentioned in Section 4-3-140 defining boundaries of Clarendon County; on the west by the Santee River, which separates it from Richland County; on the northwest by Kershaw County, from which it is separated by a line running up Raglin's Gut to Big Swift Creek and in addition the following territory transferred from Clarendon County by act of the General Assembly, approved March 7 1921, to wit: commencing at a point on the Sumter County line and running due south 1.42 miles to an oak at the intersection of the public road leading from Paxville to Pinewood with the road leading from Paxville to Broadways siding; then S. 9° 30' E. 1.52 miles to the center of the Curtis Mill dam; then S. 1° 20' E. 2.36 miles to the intersection of the run of Hungary Hall Branch with the run of Des Champs Branch; then following the run of Des Champs Branch to the intersection of said run with the public road leading from Panola to Calvary Church; then S. 78° 2.93 miles to intersection with the line of School District No. 1; then S. 2° 30' W. 2.49 miles to intersection with the boundary between Big Home, Hickory Hill and Elmwood plantation or to intersection with a projection of said boundary line; then S. 39° W. 4000 feet, then N. 47° W. 817 feet; then in a southwest direction to Santee River; then in a northwest direction up the Santee River to a point where the same intersects the Sumter County line, then eastwardly along the Sumter line to the beginning point. The metes and bounds and location and lines are more accurately set forth on plat bearing date July 16 1920, made by Theodore C. Hamby, William Weston and Lindley Arthur, filed in the office of the Secretary of State Governor. The territory to be taken from Clarendon County to be added to and to be incorporated into Sumter County contains, by actual survey, 93.50 square miles; less, however, that territory transferred to Clarendon County by act approved March 11 1922, to wit: all that certain territory or portion of Sumter County embraced within the following lines and boundaries, to wit: beginning at a point on Santee River 72 feet northwest of the center of the Atlantic Coast Line Railroad running from Sumter to Orangeburg, running N. 46° 50' E. for a distance of 9521 feet parallel to railroad; thence N. 41° 2' E. for a distance 5658 feet to a point 72 feet west of center of railroad; thence N. 16° E. for a distance of 7257 feet, parallel to railroad; thence N. 26° 50' E. for a distance of 8650 feet to a point 72 feet northwest of railroad; thence S. 87° E. for a distance of 6864 feet; thence N. 12° 30' E. for a distance of 8840 feet; thence N. 87° 30' E. for a distance of 5920 feet; thence S. 15° 30' E. for a distance of 5430 feet; thence S. 65° W. for a distance of 2370 feet; thence S. 9° W. for a distance of 3432 feet; thence N. 85° E. for a distance of 13200 feet; thence S. 1° 20' E. for a distance of 10479 feet to the intersection of Hungary Hall Branch and Des Champs Branch; thence up the run of Des Champs Branch in a southwesterly direction to the public road; thence S. 78° W. for a distance of 16390 feet; thence S. 2° 30' W. for a distance of 13200 feet; thence S. 39° W. for a distance of 4000 feet; thence N. 47° W. for a distance of 817 feet; thence S. 42° W. for a distance of 2248 feet; thence S. 40° W. for a distance of 2280 feet; thence S. 37° 30' W. for a distance of 13268 feet to a point on Santee River; thence up Santee River to the beginning point 72 feet northwest of railroad."

SECTION 37. Section 4-5-150 of 1976 Code is amended to read:

"Section 4-5-150. Certified plats of such line shall be filed with the Secretary of State Budget and Control Board, Office of Research and Statistics and with the respective clerks of court of each county affected thereby and a deposit of an amount of money sufficient to cover expenses of survey and plats and other necessary expenses including advertising shall be made with the treasurer of the county whose territory is proposed to be reduced by those requesting or petitioning for the change of line."

SECTION 38. Section 4-5-190 of the 1976 Code, as last amended by Act 520 of 1988, is further amended to read:

"Section 4-5-190. Except as provided for in Section 4-5-170(B), the commissioners of elections for the county from which the area is proposed to be transferred shall canvass the returns of the managers of each precinct in the area seeking annexation in their county as the returns are canvassed in general elections and shall certify the results of the canvassing in a tabulated statement of the vote at each precinct to the Secretary of State State Election Commission who shall transmit a tabulated statement of the vote at each precinct of the county to the Senate and House of Representatives at its next session."

SECTION 39. Section 4-5-200 of the 1976 Code, as last amended by Act 520 of 1988, is further amended to read:

"Section 4-5-200. Except as provided in Section 4-5-170(B), the commissioners of election for the county to which the area is proposed to be transferred shall canvass the returns of the managers of each voting place in the county as the returns are canvassed in the general elections and shall certify the results of the canvass in a tabulated statement of the vote at each polling place to the Secretary of State State Election Commission who shall transmit a tabulated statement of the vote at each polling place to the General Assembly for action as provided for in Section 4-5-220."

SECTION 40. Section 4-7-110 of the 1976 Code is amended to read:

"Section 4-7-110. The commissioners of election for each old county proposed to be cut shall canvass the returns of the managers of each precinct in their county at which such election has been held, as such returns in general elections in this State are canvassed, and shall certify the result thereof in a tabulated statement of the vote at each precinct to the Secretary of State State Election Commission who shall transmit a tabulated statement of the vote at each precinct of an old county proposed to be cut off to both branches of the General Assembly at its next session."

SECTION 41. Section 4-8-100 of the 1976 Code, as last amended by Act 319 of 1992, is further amended to read:

"Section 4-8-100. Whenever a charter for the consolidation of any county and the municipalities and other political subdivisions within the county has been adopted, the county governing body shall furnish a certified copy of the charter with returns of the special election provided for in this chapter to the Secretary of State Governor. The Secretary of State Governor shall issue his proclamation showing and declaring the results of the election on the adoption of the proposed charter. One copy of the proclamation must be attached to a copy of the charter certified to the Secretary of State Governor and one copy must be delivered to the clerk of the governing body of the county and the clerks of the governing bodies of the respective municipalities of the county."

SECTION 42. Section 4-9-10 of the 1976 Code is amended to read:

"Section 4-9-10. (a) Each county, after at least two public hearings which shall have been advertised in a newspaper of general circulation in the county and wherein the alternate forms of government provided for in this chapter are explained by the legislative delegation of the county, may prior to July 1, 1976, conduct a referendum to determine the wishes of the qualified electors as to the form of government to be selected or become subject to the provisions of subsection (b) of this section. The referendum may be called by an act of the General Assembly, resolution of the governing body, or upon petition of not less than ten percent of the registered electors of the county. The referendum shall be conducted by the county election commission. The question submitted shall be framed by the authority calling for the referendum and when called by petition such petition shall state the question to be proposed. All alternate forms of government provided for in this chapter shall appear on the ballot and unless one form receives a majority favorable vote in the initial referendum, a second or runoff referendum shall be held two weeks after the first referendum at which time the two forms which received the highest number of votes shall again be submitted to the qualified electors for final selection of the form to be adopted. A referendum may also be called to determine the wishes of the registered electors as to the question of whether the members of the governing body of the county shall be elected from defined single member election districts or at large from the county. Such referendum may be called by an act of the General Assembly, resolution of the governing body of the county or by petition of not less than ten percent of the registered electors. The governing body shall by resolution provide for adoption of the form of government selected in the referendum, which shall be filed in the office of the Secretary of State Governor and be effective immediately upon such filing. All resolutions which adopt a form of county government shall be printed in the Code of Laws of South Carolina and remain a part thereof until amended or repealed. The General Assembly shall provide for the number of councilmen or commissioners. In the event that the members of the governing body are required to be elected from defined single member election districts, the General Assembly shall provide for the composition of such districts.

(b) Notwithstanding any other provisions of this chapter, unless otherwise determined by referendum prior to July 1, 1976, the county concerned shall, beginning on that date, have the form of government including the method of election, number, composition and terms of the governing body most nearly corresponding to the form in effect in the county immediately prior to that date, which the General Assembly hereby determines to be as follows:

For the counties of Abbeville, Allendale, Barnwell, Calhoun, Dillon, Georgetown, Greenwood, Horry, Laurens, Oconee and Saluda, the council form of government as prescribed in Article 3 of this chapter.

For the counties of Anderson, Bamberg, McCormick, Union and York, the council-supervisor form of government as prescribed in Article 5 of this chapter.

For the counties of Aiken, Beaufort, Charleston, Cherokee, Chester, Chesterfield, Clarendon, Darlington, Dorchester, Edgefield, Fairfield, Florence, Greenville, Hampton, Jasper, Kershaw, Lee, Lancaster, Lexington, Newberry, Pickens, Richland, Spartanburg and Sumter the council-administrator form of government as prescribed in Article 7 of this chapter.

For the counties of Berkeley, Colleton, Marion, Orangeburg, Marlboro and Williamsburg, the county board of commissioners form of government as prescribed in Article 11 of this chapter.

For those counties in which the county governing body, immediately prior to June 25, 1975, was appointed rather than elected, the members of the governing body shall be required to be elected from defined single member election districts, unless otherwise determined by a valid referendum prior to July 1, 1976. For the purpose of this section, such referendum shall be deemed valid unless declared to be in violation of state or federal law by a court of competent jurisdiction.

(c) After the initial form of government and the number and method of election of county council including the chairman has been adopted and selected, the adopted form, number, and method of election shall not be changed for a period of two years from the date such form becomes effective and then only as a result of a referendum as hereinafter provided for. Referendums may be called by the governing body or upon petition of not less than ten percent of the registered electors of the county. Petitions shall be certified as valid or rejected by the county board of registration within sixty days after they have been delivered to the board and, if certified, shall be filed with the governing body which shall provide for a referendum not more than ninety days thereafter. If more than one petition is filed within the time allowed for such filing, the petition bearing the largest number of signatures of registered electors shall be the proposal presented, in the manner set forth hereinafter. Referendums shall be conducted by the county election commissioner and may be held in a general election or in a special election as determined by the governing body. No change to an alternate form of government, different number of council members, or method of election of council including the chairman as a result of a referendum shall become effective unless such proposed form receives a favorable vote of a majority of those persons voting in a referendum. In any referendum, the question voted upon, whether it be to change the form of government, number of council members, or methods of election, shall give the qualified electors an alternative to retain the existing form of government, number of council members, or method of election or change to one other designated form, number, or method of election. After a referendum has been held and whether or not a change in the form results therefrom, no additional referendums shall be held for a period of four years.

If the governing body of the county as initially or subsequently established pursuant to a referendum or otherwise shall be declared to be illegal and not in compliance with state and federal law by a court of competent jurisdiction, the General Assembly shall have the right to prescribe the form of government, the method of election, and the number and terms of council members but may submit to the qualified electors by referendum a question as to their wishes with respect to any element thereof which question shall include as an option the method of election in effect at the time of the referendum.

(d) Notwithstanding any other provision of this section, the council-manager form of government as provided for in Article 9 of this chapter shall be adopted only after receiving a favorable referendum vote.

(e) All members of the governing bodies of the respective counties serving terms of office on the date on which a particular form of county government becomes effective shall continue to serve the terms for which they were elected or appointed and until their successors are elected or appointed and have qualified."

SECTION 43. Section 4-11-30 of the 1976 Code is amended to read:

"Section 4-11-30. In all cases in which the Governor is required to appoint any person to any position created by statute in any county of this State having a population of between 101,060 and 117,000, as shown by the United States census of 1930, upon the recommendation of a certain number or proportion of the county legislative delegation from such county or by a certain proportion of the House delegation and the Senator of such county, as the case may be, the Governor shall make such appointments within ten days from the date of the filing in his office of such recommendation signed by the requisite number of members of the House and Senate as may be required under the terms of the particular statute relating to that particular position. Upon the failure of the Governor to make any such appointment and certify the same immediately to the Secretary of State Governor within the time limit herein provided, such recommendation so signed and filed in the office of the Governor shall of itself, automatically as a matter of law, immediately operate as an effectual appointment of the person so recommended, having the same legal force and effect as though the Governor himself had made the appointment, and thereupon the Secretary of State Governor shall immediately, upon the expiration of said ten-day period, issue to the person so appointed a commission in the usual form showing such appointment and deliver it to the appointee, who shall upon production thereof be entitled to take over the office or other position to which he has been appointed, and any person in possession thereof shall forthwith surrender the same to him, together with all records and property relating thereto."

SECTION 44. Section 4-11-290 of the 1976 Code, as added by Act 516 of 1992, is amended to read:

"Section 4-11-290. (A) For purposes of this section, `special purpose district' or `district' means any district created by or pursuant to an act of the General Assembly before March 7, 1973, and to which has been committed before March 7, 1973, any governmental function, and includes those districts created by special legislation as well as those districts created by virtue of referenda held pursuant to general legislation.

(B) No special purpose district may be dissolved pursuant to this section if any one or more of the following conditions exists:

(1) the district is presently providing a governmental service within its boundaries;

(2) the district has outstanding general obligation indebtedness;

(3) the district has outstanding indebtedness payable from revenues derived from the provision of one or more governmental services; and

(a) the indebtedness has not been declared in default by or upon behalf of the holder of it, or

(b) a receiver has been appointed to manage the affairs of the district or application has been made for the appointment of a receiver; or

(4) the district has provided a governmental service within two years of the date of the petition and has formally budgeted funds to resume the provision of a governmental service within the present or succeeding fiscal year;

(5) the governing body of a county in which the district is located objects to the dissolution of the district.

(C) An individual residing or owning property within the boundaries of a special purpose district may petition the Secretary of State Attorney General to dissolve the district through the issuance of an order of dissolution.

(D) A petition for dissolution of a special purpose district must contain the following items:

(1) a description of the governmental services which the district is authorized by law to provide;

(2) a statement that the district is not presently providing any authorized governmental service;

(3) identification of the special legislation or the general legislation pursuant to which the district was created. If the district was created pursuant to general legislation, the petition must state the date upon which the approving referendum was held;

(4) a general description of the boundaries of the district. If the boundaries of the district have at any time been enlarged or diminished pursuant to general laws, the date or dates of the action must be stated;

(5) a statement of the reason or reasons for which dissolution of the district is sought.

(E) The petition must be filed with the clerk of court of each county in which the district is located, and a certified copy of the petition shall within ten days after that time be filed with the Secretary of State Attorney General.

(F) The Secretary of State Attorney General shall, upon receipt of a petition, commence proceedings as set forth in this subsection for the purpose of investigating the matters set forth in the petition and determining whether a district must be dissolved.

(1) Within twenty days of the receipt of a petition, the Secretary of State Attorney General shall serve upon the Governor, the State Treasurer, and the governing bodies of the county or counties in which the district is located a copy of the petition, together with a copy of the notice of review authorized by subsection (F)(2). The Governor, the State Treasurer, and the county governing bodies may comment upon the petition, or in the case of county governing bodies, interpose an objection to dissolution of the district, by serving a return to the petition setting forth the comments or grounds for the objection within forty days of the service of the petition.

(2) Within twenty days of the receipt of a petition, the Secretary of State Attorney General must have published in a newspaper of general circulation in each county in which the district is located once a week for three successive weeks a notice of review which must state:

(a) the name of the district and the boundaries of it;

(b) the statutory authorization for the existence of the district and a brief description of the governmental powers granted by the authorization;

(c) the date upon which the petition was received by the Secretary of State Attorney General;

(d) that the petition is available for inspection at the office of the clerks of court in each county in which the district is located;

(e) that the Secretary of State Attorney General is reviewing the matters set forth in the petition and may undertake to dissolve the district if the matters are found to be true;

(f) the names of the persons shown in the records of the Secretary of State Attorney General, or, in the case of a district with an elected governing body, the county election commission, who constitute the most recently appointed or elected governing body of the district. In the case of an appointed governing body, there also must be identified the official or officials charged with appointing the members of the governing body; and

(g) that persons wishing to comment upon the dissolution of the district may file a return to the petition within twenty days of the last publication of the notice.

(3) A copy of the petition and the notice of review must be served, in the manner provided by law for service of process upon individuals, upon the persons identified as members of the governing body of the district in subsection (F)(2)(f) and mailed to the last known address, if any, of the office of the governing body.

(G) Upon the expiration of the time periods set forth in subsections (F)(1) and (2), the filing of a return to the petition, the Secretary of State Attorney General shall determine whether the district must be dissolved. The district must be dissolved if the procedures established by this section have been met and if none of the conditions set forth in subsection (B) are found by the Secretary of State Attorney General to exist. The findings of the Secretary of State Attorney General must be published in an order of dissolution. The order of dissolution must state:

(1) the name of the district and the boundaries of it;

(2) the statutory authorization for the existence of the district and a brief description of the governmental powers granted by such authorization;

(3) the date upon which the petition was received by the Secretary of State Attorney General;

(4) that the petition has been served upon the Governor, the State Treasurer, and the governing bodies of each county in which the district is located;

(5) that the notice of review provided for by subsection (F)(2) was published once a week for three successive weeks in a newspaper of general circulation in each county in which the district is located;

(6) that the persons shown in the records of the Secretary of State Attorney General, or, in the case of a district with an elected governing body, the county election commission, who constitute the most recently appointed or elected governing body of the district, were served with a copy of the petition and the notice of review; and

(7) that the Secretary of State Attorney General has caused investigation to be made and has determined that the district must be dissolved pursuant to this act.

(H)(1) The order of dissolution must be filed in the office of the clerk of court in each county in which the district is located. The Secretary of State Attorney General shall have published once a week for three successive weeks in a newspaper of general circulation in each county in which the district is located a notice of dissolution, which must state:

(a) the date of the filing of the petition;

(b) the statutory authorization for the existence of the district and a brief description of the governmental powers granted by the authorization and the boundaries of the district;

(c) that the Secretary of State Attorney General has determined that the district must be dissolved pursuant to this section;

(d) that the order of dissolution is available for inspection in the office of clerk of court of each county in which the district is located; and

(e) that the order of dissolution will become final on the twenty-first day following the final publication of the notice of dissolution.

(2) The notice of dissolution also must be served upon the Governor and the State Treasurer in the manner provided by law for service of process upon individuals, upon the persons identified as members of the governing body of the district in subsection (F)(2)(f) and be mailed to the last known address, if any, of the office of such governing body.

(3) Any resident or landowner of the district, the Governor, the State Treasurer, or a county governing body may, by action de novo instituted in the court of common pleas in a county in which the district is located, within twenty days following the publication of the notice of dissolution, but not afterwards, challenge the action of the Secretary of State Attorney General. The scope of any action must be limited to the authorization of the Secretary of State Attorney General to issue the order of dissolution in accordance with the requirements of this chapter or of the Constitution of this State.

(I) In the event a district is located in more than one county and the Secretary of State Attorney General declines to issue an order of dissolution solely on the grounds that the governing bodies of one or more of such counties object to dissolution, the governing body of any county which does not object to dissolution is authorized to diminish the boundaries of the district so that it no longer includes any portion of that county. In diminishing the boundaries of a district, the governing body shall utilize the procedure set forth in Article 3, Chapter 11, Title 6. No consent or action by the governing bodies of other counties in which the district is located is required."

SECTION 45. Section 5-1-10 of the 1976 Code is amended to read:

"Section 5-1-10. All municipalities which have a certificate of incorporation issued by the Secretary of State Governor and all township governments which have heretofore been established by act of the General Assembly are hereby declared to be perpetual bodies, politic and corporate and are entitled to exercise all the powers and privileges and are subject to all the limitations and liabilities provided for municipal corporations in this State.

The incorporation or corporate capacity of any municipality or township government established heretofore by act of the General Assembly shall not be attacked in any court in this State except as hereinafter provided by statute."

SECTION 46. Section 5-1-30 of the 1976 Code, as last amended by Act 7 of 1991, is further amended to read:

"Section 5-1-30. Before issuing a corporate certificate to a proposed municipality, the Secretary of State Governor shall first determine:

(1) that the area seeking to be incorporated has a population density of at least three hundred persons a square mile according to the latest official United States Census;

(2) that no part of the area is within five miles of the boundary of an active incorporated municipality; and

(3) that an approved service feasibility study for the proposed municipality has been filed with and approved by the Secretary of State Governor.

When an area seeking incorporation has petitioned pursuant to Chapter 17 the nearest incorporated municipality to be annexed to the municipality, and has been refused annexation by the municipality for six months, or when the population of the area seeking incorporation exceeds fifteen thousand persons, then the provision of the five-mile limitation of this section does not apply to the area.

The five-mile limit does not apply when the boundaries of the area seeking incorporation are within five miles of the boundaries of two different incorporated municipalities in two separate counties other than the county within which the area seeking incorporation lies, and when the boundaries of the proposed municipality are more than five miles from the boundaries of the nearest incorporated municipality that lies within the same county within which the proposed municipality lies, and when the land area of the territory seeking incorporation exceeds one-fourth of the land area of the nearest incorporated municipality.

The population requirements do not apply to areas bordering on and being within two miles of the Atlantic Ocean and to all sea islands bounded on at least one side by the Atlantic Ocean, both of which have a minimum of one hundred fifty dwelling units and at least an average of one dwelling unit for each three acres of land within the area and for which petitions for incorporation contain the signatures of at least fifteen percent of the freeholders and fifty of the electors of the respective areas seeking incorporation. The freeholders and electors need not be all different persons.

This section does not apply to those areas which have petitioned to the Secretary of State before June 25, 1975, or which may be under adjudication in the courts of this State. The five-mile limit does not apply to counties with a population according to the latest official United States Census of less than fifty-one thousand."

SECTION 47. Section 5-1-40 of the 1976 Code is amended to read:

"Section 5-1-40. Except as otherwise provided by law, the citizens of any proposed municipality in this State, desiring to be incorporated, shall file with the Secretary of State Governor their petition for that purpose, setting out the corporate limits proposed for the municipality and the number of inhabitants therein and signed by fifty qualified electors thereof and fifteen percent of the freeholders who reside within the proposed municipality."

SECTION 48. Section 5-1-50 of the 1976 Code is amended to read:

"Section 5-1-50. After receipt of such a petition, the Secretary of State Governor shall then issue to three or more persons residing in the area of such proposed municipality, a commission empowering them to (a) hold an election not less than twenty days nor more than ninety days after the issuance of the commission, and (b) appoint three managers of election who shall conduct such election. Notice of the election shall be published in a newspaper of general circulation in the community [or] by posting in three public places within the area sought to be incorporated which shall contain detailed information concerning the election. The notice shall be published or posted not less than five nor more than fifteen days before the date of the election.

At such election, all registered electors living in the area sought to be incorporated shall be allowed to vote on the following questions: (a) incorporation; (b) name of the municipality; (c) the form of government; (d) method of election as prescribed in Section 5-15-20; (e) whether the election shall be partisan or nonpartisan; and (f) the terms of the mayor and council members. When any of the above questions proposed in an election contain more than two options, the option receiving the highest number of votes will prevail.

Provided, however, that when any community votes in favor of incorporation pursuant to this section and selects a form of government in such election, notwithstanding the results of the selections made by the voters as to questions (d), (e) and (f) above, the initial governing body of the incorporated municipality shall consist of four council members and a mayor, all elected at large in a nonpartisan election for terms of two years.

The managers of election shall conduct the election, unless otherwise provided for in this chapter, according to the general law governing the conduct of special elections mutatis mutandis."

SECTION 49. Section 5-1-70 of the 1976 Code is amended to read:

"Section 5-1-70. The commissioners shall certify the result of such election under oath to the Secretary of State Governor, and if the result is in favor of incorporation, the Secretary of State Governor shall issue a certificate of incorporation of such municipality and the municipality shall have all the privileges, powers and immunities and shall be subject to the limitations provided by law."

SECTION 50. Section 5-1-80 of the 1976 Code is amended to read:

"Section 5-1-80. Before any certificate of incorporation is delivered by the Secretary of State Governor, he shall require the production of a receipt from the State Treasurer for the payment of the incorporation fees as follows: (a) for municipalities with a population of one thousand or less, one hundred dollars; (b) for municipalities with a population between one thousand and five thousand, three hundred dollars; (c) for municipalities with a population over five thousand, six hundred dollars."

SECTION 51. Section 5-1-100 of the 1976 Code is amended to read:

"Section 5-1-100. Whenever it shall appear that a municipality has decreased in population since its incorporation to less than fifty inhabitants, the certificate of such municipality shall be automatically forfeited and void. Whenever a majority of the registered electors of any municipality shall file with the municipal council of such municipality a petition requesting the municipal certificate be surrendered, the council shall order an election to determine the question, at which election all qualified electors of the municipality shall be permitted to vote, and if two-thirds of those voting shall vote in favor of surrendering the certificate, the council shall certify the result to the Secretary of State Governor, who shall thereupon cancel the certificate theretofore issued to such municipality.

If the Secretary of State Governor shall determine that any previously incorporated municipality is neither performing municipal services nor collecting taxes or other revenues and has not held an election during the past four years, he shall cancel the certificate of such municipality."

SECTION 52. Section 5-3-90 of the 1976 Code, as last amended Section 59, Act 181 of 1993, is further amended to read:

"Section 5-3-90. Any city or town increasing its territory shall file a notice with the Secretary of State Governor, Department of Transportation, and the Department of Public Safety describing its new boundaries. Such notice shall include a written description of the boundary, along with a map or plat which clearly defines the new territory added."

SECTION 53. Section 5-3-280 of the 1976 Code is amended to read:

"Section 5-3-280. Whenever a petition is presented to a city or town council signed by a majority of the resident freeholders of the city or town asking for a reduction of the corporate limits of the city or town, the council shall order an election after not less than ten days' public advertisement. Such advertisement shall describe the territory that is proposed to be cut off. If a majority of the qualified electors vote at such election in favor of the release of the territory, then the council shall issue an ordinance declaring the territory no longer a portion of the city or town and shall so notify the Secretary of State Governor, furnishing him at the same time with the new boundaries of the town."

SECTION 54. Section 5-5-30 of the 1976 Code is amended to read:

"Section 5-5-30. Until changed by an election, the selection of the form of government as initially determined by the governing body by ordinance shall remain effective. The ordinance selecting the form of government shall be filed in the office of the Secretary of State Governor who shall issue an appropriate certificate of incorporation to the municipality. No other such election shall be held for a period of four years after an election is held pursuant to Section 5-5-20."

SECTION 55. Section 6-11-1620 of the 1976 Code is amended to read:

"Section 6-11-1620. (A) Within ninety days after the effective date of this article, and before December thirty-first of every even-numbered year thereafter, the governing bodies of all special purpose districts in this State must notify the Secretary of State Governor and the auditor of the county in which the special purpose district is located of their existence.

(B) The notification required by subsection (A) of this section must substantially conform to the following form and all portions of the form must be completed if applicable:

SPECIAL PURPOSE DISTRICT

NOTIFICATION FORM

1. -----------------------------------------------------------

Legal Name of Special Purpose District

2. ------------------ ----------------------------------------

Permanent address (If no permanent address,

telephone number, name, and address of agent)

3. -----------------------------------------------------------

Services provided

4. -----------------------------------------------------------

-----------------------------------------------------------

General description of geographical boundary of service

area

(Attach legal description)

5. -----------------------------------------------------------

Citation of Statutory Authority (Please include copy)

6. -----------------------------------------------------------

Date of Origin

7. ----------------------------------------------------------

Tax Rate or Fee Charged

8. Names of Members of Governing Body and terms of

office:

------------------------------ --------------------------

------------------------------ --------------------------

9. ------------------ ----------------------------------------

Method of selecting members of governing body

10. Financial information for prior fiscal year (Please

identify year):

-----------------------------------------------------------

Total revenues by source including investment earnings

-----------------------------------------------------------

Total expenditures

-----------------------------------------------------------

Total indebtedness (indicate bonded or otherwise)

-----------------------------------------------------------

Total investments (individual amounts, location,

rate of interest)

11. ----------------------------------------------------------

Person Completing this Form

------------------ ------------------

TitleDate

(C) The auditor of the county in which the special purpose district is located must inspect and sign the notification forms."

SECTION 56. Section 6-11-1630 of the 1976 Code is amended to read:

"Section 6-11-1630. (A) Notification as provided in Section 6-11-1620 must be forwarded to the Secretary of State Governor and the auditor of the county in which the district is located within ninety days after the election of the governing body of a special purpose district created after the effective date of this article.

(B) The Secretary of State Governor shall issue each even-numbered year a directory of active and inactive special purpose districts in the State. The directory shall contain all information provided by the districts as required by the notification form. Inactive districts must be deleted after being listed for two consecutive report cycles. This directory must be mailed to all special purpose districts and general purpose governments in the State.

(C) If the governing body of a public service district fails to report to the Secretary of State Governor as provided by this article, the Secretary Governor may determine that the district is nonfunctioning and notify the governing body of the county or municipality with a certified copy of the letter to any of the last known members of the governing body of the public service district. Thereafter, the district may not be registered with the Secretary of State Governor and it must be declared inactive.

(D) The governing body of any county or municipality so notified shall withhold any fees, taxes, or interest thereon collected for any special purpose district by the municipality or county until the special purpose district complies with the notification requirements of this article."

SECTION 57. Section 6-11-1640 of the 1976 Code is amended to read:

"Section 6-11-1640. (A) The Secretary of State Governor shall investigate failures of special purpose districts to disclose information required by this article. Where special failures are a result of good faith efforts to file reports, the Secretary of State Governor may grant extensions to districts not to exceed sixty days.

(B) When the reports required by this article have not been produced because of a volitional refusal by the governing body of a special purpose district, the Secretary of State Governor or the county auditor may seek a writ of mandamus in the county in which the special purpose district is located to compel the production of the reports."

SECTION 58. Section 6-13-20 of the 1976 Code is amended to read:

"Section 6-13-20. In order to create a district under the provisions of this article, at least twenty-five owners of real property residing within the boundaries of the proposed district shall file a petition with the governing body of the county which, among other things, shall propose a name for the district. The petition shall set forth a full description of the area of the district. Upon receipt of the petition, the governing body shall call for an election to be held within the area within sixty days. Notice of the election shall be published in a newspaper having general circulation within the area for at least two consecutive weeks prior to the election. The governing body shall have prepared and distributed a sufficient number of ballots, including absentee ballots, if requested. The ballots shall contain the question regarding the formation of the district and such other instructions as the governing body deems necessary. The governing body shall appoint managers for the election and such other personnel as it deems necessary and shall canvass the results of the ballots. The final result shall be filed in the office of the clerk of court and, if favorable, also in the offices of the Secretary of State Governor and the Code Commissioner, together with a full description of the district. Should a majority of those voting in the election vote in favor of the creation of the district, it shall become immediately effective."

SECTION 59. Section 6-13-120 of the 1976 Code, as added by Section 1, Act 6 of 1993, is amended to read:

"Section 6-13-120. (A) For purposes of this section, `assuming service provider' includes, but is not limited to, a county, municipality, special purpose district as defined by Section 6-11-810(d), or corporation not for profit as defined by Section 33-35-10.

(B) A district created pursuant to the provisions of this article may be dissolved if the procedures proscribed in subsections (C) or (D) of this section are followed.

(C) A petition signed by not less than twenty-five percent of the resident customers of the district, excluding corporations, requesting the dissolution of the district and identifying the assuming service provider must be presented to the governing body of the district. The governing body shall verify the petition within thirty days, and notify the county election commission of the county, or counties if the district is located in more than one county, in which the district is located of those customers eligible to vote in a referendum which must be held within sixty days after notification to the election commission. The district shall give thirty days notice to its customers of the referendum by including in the monthly statement for services a separate sheet of paper on which is printed the notice of the referendum which must state the time, date, purpose, and location where customers may vote. The commission, or commissions, if the district is located in more than one county, shall prepare the ballots, conduct the referendum, and determine its results pursuant to the election laws of this State, mutatis mutandis. The district shall reimburse the commission, or commissions, if the district is located in more than one county, for all costs incurred in conducting the referendum. If sixty percent of the resident users of the district voting in the referendum, excluding corporations, vote in favor of the dissolution of the district and its transfer to the assuming service provider, it is effective upon the assumption, by ordinance if assumed by a municipality or county, or by resolution if assumed by a special purpose district or nonprofit corporation, of all debts and obligations by the governing body of the assuming service provider. An assuming service provider must be located in the county where the district is located or be authorized to serve a contiguous area.

(D) A petition signed by not less than seventy-five percent of the resident customers of the district, excluding corporations, requesting the dissolution of the district and identifying the assuming service provider must be presented to the governing body of the district. The governing body shall verify the petition within thirty days. If the verified petition is signed by seventy-five percent of the resident users of the district, excluding corporations, requesting the dissolution of the district and its transfer to the assuming service provider, it is effective upon the assumption, by ordinance if assumed by a municipality or county, or by resolution if assumed by a special purpose district or nonprofit corporation, of all debts and obligations by the governing body of the assuming service provider. An assuming service provider must be located in the county where the district is located or be authorized to serve a contiguous area.

(E) The governing body of the district must notify the Secretary of State Governor within sixty days of the referendum as provided in subsection (C), or verification of the petition as provided in subsection (D), if the district is dissolved."

SECTION 60. Section 6-16-50 of the 1976 Code is amended to read:

"Section 6-16-50. Upon fulfilling the requirements set forth in Section 6-16-40, each governing body which determines that its participation in the proposed joint agency is in its best interest shall by resolution appoint one representative to the proposed joint agency. Any two or more representatives shall file with the Secretary of State Governor an application signed by the representative of each proposed member setting forth:

(a) The names of all the proposed members and their respective appointed representatives;

(b) A certified copy of (i) the resolution or ordinance of each member determining it is in its best interest to participate in the proposed joint agency and (ii) the resolution appointing such member's representative;

(c) The desire that the joint agency be organized as a public body and a body corporate and politic under this chapter;

(d) The name which is proposed for the joint agency.

The Secretary of State Governor shall file the application if after examining it and determining that it complies with the requirements set forth above and that the proposed name of the joint agency is not identical with that of any other corporation of the State or any agency or instrumentality or so nearly similar as to lead to confusion and uncertainty.

After the application has been made and filed, the Secretary of State Governor shall issue a corporate certificate which shall be filed with the application and the joint agency shall then be constituted a public body corporate and politic under the name proposed in the application. The corporate certificate shall set forth the names of the members and the name of the joint agency. Notice of the issuance of such corporate certificate shall be given to all members of the joint agency by the Secretary of State Governor.

In any suit, action or proceeding involving the validity or enforcement of, or relating to, any contract of a joint agency, the joint agency in the absence of establishing fraud shall be conclusively deemed to have been established in accordance with the provisions of this chapter upon proof of the issuance of the certificate by the Secretary of State Governor. A copy of such certificate, duly certified by the Secretary of State Governor, shall be admissible in evidence in any such suit, action or proceeding and shall be conclusive proof of the filing and contents."

SECTION 61. Section 6-16-70 of the 1976 Code is amended to read:

"Section 6-16-70. After the creation of a joint agency, any other governing body may become a member upon:

(a) Adoption of a resolution or ordinance complying with the requirements of Section 6-16-40 including publication of notice;

(b) Submission of an application to the joint agency;

(c) Approval of such application by resolution of the governing body of each member of such joint agency.

Any member may withdraw from a joint agency by resolution or ordinance of its governing body. All contractual rights acquired and contractual obligations incurred by a member while it was a member shall remain in full force and effect.

Notice of any change in membership shall be filed in the office of the Secretary of State Governor and no change shall be final until such filing."

SECTION 62. Section 6-19-40 of the 1976 Code is amended to read:

"Section 6-19-40. (a) Application for a grant hereunder may be made to the advisory committee and accompanied by an application to the primary financial source and processed by the Department of Health and Environmental Control. The Department of Health and Environmental Control, on approval of the advisory committee, shall make the necessary rules and regulations for the consideration and processing of all State grant requests appropriated under this chapter, which shall generally conform to those used by federal grant and loan agencies, and which rules shall must be filed promulgated in the office of the Secretary of State accordance with the provisions of the Administrative Procedures Act (Chapter 23, Title 1). The rules shall contain, but shall not be limited to the following criteria:

(1) preliminary engineering costs study;

(2) bonded indebtedness of the district, authority or community;

(3) financial conditions of the district, authority or community;

(4) costs per connection;

(5) economic level in the district, area or community;

(6) ratio of contracted users to potential users which shall not be less than sixty-seven percent;

(7) conformity to overall State, regional or local plans;

(8) operation and maintenance costs identified and proper replacement costs;

(9) amount of connection charges and minimum user charges; and

(10) sustaining costs of rural water and sewer systems.

(b) No funds shall be dispensed until the applicant furnishes evidence of a commitment from the primary financial source."

SECTION 63. Section 6-23-50 of the 1976 Code is amended to read:

"Section 6-23-50. Upon fulfilling the requirements set forth in Section 6-23-40 hereof, the governing body of each municipality which determines that its participation in the proposed joint agency is in its best interest shall by resolution appoint one representative of the proposed joint agency. Any two or more representatives so appointed shall file with the Secretary of State Governor an application signed by a representative of each proposed member municipality setting forth:

(a) The names of all the proposed member municipalities and their respective appointed representatives;

(b) A certified copy of the resolution or ordinance of each member municipality determining it is in its best interest to participate in the proposed joint agency and the resolution appointing such representative;

(c) The desire that the joint agency be organized as a public body and a body corporate and politic under this chapter; and

(d) The name which is proposed for the joint agency. The Secretary of State Governor shall examine the application and, before filing such application, shall determine that the application complies with the requirements set forth above and, in addition, that the proposed name of the joint agency is not identical with that of any other corporation of the State or any agency or instrumentality thereof or so nearly similar as to lead to confusion and uncertainty. Thereupon, the Secretary of State Governor shall receive and file the application.

When the application has been made and filed as provided herein, the Secretary of State Governor shall make and issue a corporate certificate which shall be filed with the application, and the joint agency shall thereupon be and constitute a public body corporate and politic under the name proposed in the application. The corporate certificate shall set forth the names of the member municipalities and the name of the joint agency. The existence of the joint agency shall begin when the corporate certificate is issued by the Secretary of State Governor. Notice of the issuance of such corporate certificate shall be given to all member municipalities of the joint agency by the Secretary of State Governor. The joint agency shall give notice of the issuance of such corporate certificate to the Public Service Commission.

In any suit, action or proceeding involving the validity or enforcement of, or relating to, any contract of the joint agency, the joint agency, in the absence of establishing fraud, shall be conclusively deemed to have been established in accordance with the provisions of this chapter upon proof of the issuance of the aforesaid certificate by the Secretary of State Governor. A copy of such certificate, duly certified by the Secretary of State Governor, shall be admissible in evidence in any such suit, action or proceeding, and shall be conclusive proof of the filing and contents thereof."

SECTION 64. Section 6-25-50 of the 1976 Code is amended to read:

"Section 6-25-50. Upon fulfilling the requirements set forth in Section 6-25-40, each governing body which determines that its participation in the proposed joint system is in its best interest shall by resolution appoint one representative to the proposed joint system. Any two or more representatives shall file with the Secretary of State Governor an application signed by the representative of each proposed member setting forth:

(a) The names of all the proposed members and their respective appointed representatives;

(b) A certified copy of (i) the resolution or ordinance of each member determining it is in its best interest to participate in the proposed joint system and (ii) the resolution appointing such member's representative;

(c) The desire that the joint system be organized as a public body and a body corporate and politic under this chapter;

(d) The name which is proposed for the joint system.

The Secretary of State Governor shall file the application if after examining it and determining that it complies with the requirements in this section and that the proposed name of the joint system is not identical with that of any other corporation of the State or any agency or instrumentality or so nearly similar as to lead to confusion and uncertainty.

After the application has been made and filed, the Secretary of State Governor shall issue a corporate certificate which shall be filed with the application, and the joint system shall then be constituted a public body corporate and politic under the name proposed in the application. The corporate certificate shall set forth the names of the members and the name of the joint system. Notice of the issuance of such corporate certificate shall be given to all members of the joint system by the Secretary of State Governor.

In any suit, action, or proceeding involving the validity or enforcement of, or relating to, any contract of a joint system, the joint system in the absence of establishing fraud shall be conclusively deemed to have been established in accordance with the provisions of this chapter upon proof of the issuance of the certificate by the Secretary of State Governor. A copy of such certificate, duly certified by the Secretary of State Governor, shall be admissible in evidence in any suit, action, or proceeding and shall be conclusive proof of the filing and contents."

SECTION 65. Section 6-25-70 of the 1976 Code is amended to read:

"Section 6-25-70. After the creation of a joint system, any other municipality may become a member upon:

(a) Adoption of a resolution or ordinance by the governing body complying with the requirements of Section 6-25-40 including publication of notice;

(b) Submission of an application to the joint system;

(c) Approval of such application by resolution of the governing body of each member of such joint system.

Any member may withdraw from a joint system by resolution or ordinance of its governing body. All contractual rights acquired and contractual obligations incurred by a member while it was a member must remain in full force and effect.

Notice of any change in membership must be filed in the office of the Secretary of State Governor, and no change is final until such filing."

SECTION 66. Section 7-9-10 of the 1976 Code is amended to read:

"Section 7-9-10. Political parties desiring to nominate candidates for offices to be voted on in a general or special election shall, before doing so, have applied to the State Election Commission (Commission) for certification as such. Parties shall nominate candidates of that party on a regular basis, as provided in this title, in order to remain certified. Any certified political party that fails to organize on the precinct level as provided by Section 7-9-50, hold county conventions as provided by Sections 7-9-70 and 7-9-80, and hold a state convention as provided by Section 7-9-100; that fails to nominate candidates for national, state, multi-county district, countywide, or less than countywide office by convention or party primary as provided by Sections 7-11-20, 7-11-30, and 7-13-40; and that fails to certify the candidates as provided by Section 7-13-350 in at least one of two consecutive general elections held on the first Tuesday following the first Monday in November of an even-numbered year, or that fails to nominate and certify candidates in any other election which might be held within the period of time intervening between the two general elections, must be decertified by the State Election Commission. The party must be notified in writing of its decertification at the last address of record. If the notification of decertification is returned as undeliverable, it must be placed on file in the office of the State Election Commission and with the Secretary of State.

Any decertified party or any noncertified party, organization, or association may obtain certification as a political party at any time by filing with the Commission a petition for the certification signed by ten thousand or more registered electors residing in this State, giving the name of the party, which must be substantially different from the name of any other party previously certified.

No petition for certification may be submitted to the Commission later than six months prior to any election in which the political party seeking certification wishes to nominate candidates for public office.

At the time a petition is submitted to the Commission for certification, the Commission shall issue a receipt to the person submitting the petition which reflects the date the petition was submitted and the total number of signatures contained therein. Once the petition is received by the Commission, the person submitting the petition shall not submit or add additional signatures.

If the Commission determines, after checking the validity of the signatures in the petition, that it does not contain the required signatures of registered electors, the person submitting the petition must be notified and shall not submit any new petition seeking certification as a political party under the same name for one year from the date the petition was rejected.

Once a petition for certification has been submitted and rejected by the Commission, the same signatures may not be submitted in any subsequent petition to certify a new political party.

Once submitted for verification, a petition for certification may not be returned to the political party, organization, or association seeking certification, but shall become a part of the permanent records of the Commission."

SECTION 67. Section 7-9-80 of the 1976 Code is amended to read:

"Section 7-9-80. Each county convention shall be called to order by the county chairman and shall proceed to elect a temporary president, a temporary secretary and a committee on credentials for the purpose of organizing. When organized, it shall elect a permanent president, a secretary and treasurer. It shall also elect the county chairman, the county vice-chairman and a member of the State committee from the county and as many delegates to the State convention as triple the number of members from the county in the House of Representatives, plus one. But county conventions at their discretion may elect double the number of delegates in which case each delegate shall have one-half vote. The secretary of the convention shall keep a record of the proceedings in the minute book.

All officers except delegates shall be reported to the clerk of court of the county and to the Secretary of State State Election Commission prior to the State convention. The reports shall be public record."

SECTION 68. Section 7-9-100 of 1976 Code, as last amended by Act 136 of 1989, is further amended to read:

"Section 7-9-100. The state convention shall meet at a location in this State determined by the state committee to have adequate facilities during a thirteen-month period ending May fifteenth of every general election year on a day and at a time fixed by the state committee and announced publicly at least ten days before the meeting. The state committee shall notify the delegates to the state convention of the accommodations that are available for the delegates during the convention. This listing must be as complete as practicable and must include the accommodations in close proximity to the convention site as well as any other accommodations that are chosen by the state committee. This notice must include the name and location of the accommodations, the cost per day, and any discounts or surcharges that are applicable during the period of the convention. Should the state committee fix the date for the state convention in a nongeneral election year, it must be held for the purpose of reorganization only. The convention to be held for the purpose of nominating candidates for public office to be filled in the general election must be held in the general election year. At the time that the state committee sets the date for the state convention it shall set what month during the twelve-month period ending March thirty-first of every general election year that the county convention must be held. If it sets a month in a nongeneral election year for the county conventions to be held for the purpose of reorganization, it must set a month during the general election year for the county convention to be reconvened for the purpose of nominating candidates for public office to be filled in the general election. Sufficient advance notice of the month set for county conventions must be given to county executive committees so that the public notices required by law may be met. The convention must be composed of delegates elected by the county conventions. Each county is entitled to one delegate for each six thousand residents of the county, according to the latest official United States Census, plus two additional members. If a county has a fractional portion of population of at least three thousand residents above its last six thousand resident figure it is entitled to an additional delegate. When the state convention assembles, it must be called to order by the chairman of the state committee. A temporary president must be nominated and elected by the convention, and after its organization the convention shall proceed immediately to the election of permanent officers and to the transaction of business. When the business has concluded it shall adjourn sine die, or may recess. The state chairman may recall the state convention into special session at any time he determines appropriate.

The officers of the state convention must be a president, vice president, two secretaries, and a treasurer. Each county delegation to a state convention may fill any vacancies therein. Any county failing or refusing to organize under the provisions of this title may not have representation in the state convention. The state officers must be reported to the Secretary of State and to the State Election Commission within fifteen days of their election and the reports must be public record."

SECTION 69. Section 7-13-70 of the 1976 Code, as last amended by Act 253 of 1992, is further amended to read:

"Section 7-13-70. For the purpose of carrying on general or special elections provided for in Section 7-13-10, the Governor, at least ninety days before the election, shall appoint for each county not less than three nor more than five commissioners of election upon the recommendation of the senatorial delegation and at least half of the members of the House of Representatives from the respective counties. The Governor shall notify the State Election Commission in writing of the appointments. The State Election Commission shall verify that at least one of the appointees represents the largest political party and one represents the second largest political party as determined by the composition of that county's delegation in the General Assembly or the makeup of the General Assembly as a whole if the county's delegation is composed of only one party's members. The commissioners shall continue in office until their successors are appointed and qualified. For the general election held on the first Tuesday following the first Monday in November in each even-numbered year, the commissioners of election shall appoint three managers of election for each polling place in the county for which they must respectively be appointed for each five hundred electors, or portion of each five hundred electors, registered to vote at the polling place. For primary elections held on the second Tuesday in June of each general election year, the commissioners of election shall appoint three managers of election for each polling place in the county for which they must respectively be appointed for the first five hundred electors registered to vote in each precinct in the county, and may appoint three additional managers for each five hundred electors registered to vote in the precinct above the first five hundred electors, or portion thereof. The commissioners shall also appoint from among the managers a clerk for each polling place in the county, and none of the officers may be removed from office except for incompetence or misconduct. For all other primaries, special, or municipal elections, the authority charged by law with conducting the primaries, special, or municipal elections shall appoint three managers of election for the first five hundred electors registered to vote in each precinct in the county, municipality, or other election district and one additional manager for each five hundred electors registered to vote in the precinct above the first five hundred electors. The authority responsible by law for conducting the election shall also appoint from among the managers a clerk for each polling place in a primary, special, or municipal election. Forty-five days prior to any primary, except municipal primaries, each political party holding a primary may submit to the county election commission a list of prospective managers for each precinct. The county election commission must appoint at least one manager for each precinct from the list of names submitted by each political party holding a primary. However, the county election commission may refuse to appoint any prospective manager for good cause. No person may be appointed as a manager in a primary who has not completed a training program concerning his duties and responsibilities as a poll manager and who has not received certification of having completed the training program. The training program and the issuance of certification must be carried out by the county election commission. After their appointment the commissioners, managers, and clerks shall take and subscribe, before any officer authorized to administer oaths, the following oath of office prescribed by Section 26 of Article III of the Constitution: `I do solemnly swear (or affirm) that I am duly qualified, according to the Constitution of this State, to exercise the duties of the office to which I have been appointed, and that I will, to the best of my ability, discharge the duties thereof, and preserve, protect and defend the Constitution of this State and of the United States. So help me God.'

It must be immediately filed in the office of the clerk of court of common pleas of the county in which the commissioners, managers, and clerks are appointed, or, if there is no clerk of court, in the office of the Secretary of State State Election Commission. Before opening the polls, the managers of election shall take and subscribe the oath provided for in Section 7-13-100. Upon the completion of the canvassing of votes, this oath must be filed with the commissioners of election along with the ballots from that election precinct."

SECTION 70. Section 7-13-180 of the 1976 Code is amended to read:

"Section 7-13-180. Whenever an amendment to the Constitution of this State shall be voted upon at any election, the commissioners of election of each county in the State shall have such amendment conspicuously posted at each voting precinct in the county upon the day of the election. Such printed amendments shall be furnished to the commissioners of election by the Secretary of State State Election Commission."

SECTION 71. Section 7-13-320 of the 1976 Code is amended to read:

"Section 7-13-320. General election ballots shall conform to the following standards and specifications:

(A) The ballot shall be printed on paper of such thickness that the printing cannot be distinguished from the back and shall be of such size and color as directed by the State Election Commission. If more than one ballot is to be used in any election, each such ballot shall be printed upon different colored paper;

(B) Across the top of the ballot shall be printed `Official Ballot, General Election,' beneath which shall be printed the date of the election, the county and the precinct. Above the caption of each ballot shall be one stub, with a perforated line between the stub and the top of the ballot. The stub shall have printed thereon `Official Ballot, General Election' and then shall appear the name of the county, the precinct and the date of the election. On the right side there shall be a blank line under which there shall be `Initials of Issuing Officer.' Stubs on ballots for each precinct shall be prenumbered consecutively, beginning with No. 1;

(C) On the ballot for presidential electors there shall be printed, under the titles of the offices, the names of the candidates for President and Vice President of the United States nominated by each political party qualified under the provisions of Section 7-9-10 and those nominated by petition. A separate column shall be assigned to each political party with candidates and to each separate petition slate of candidates on the ballot and each party and each petition candidate's columns shall be separated by distinct black lines. At the head of each column the party or petition name shall be printed in large type and below it a circle, one-half inch in diameter, and below the circle the names of the party's and petition candidates for President and Vice President in that order. On the face of the ballot above the party and petition candidate's column division the following instruction shall be printed in heavy black type:

a. To vote this ballot make a cross (X) mark in the circle below the name of the political party or petition column for whose candidates you wish to vote.

b. A vote for the names of a political party's candidates or petition candidates for President and Vice President is a vote for the electors of that party or petition candidates, the names of whom are on file with the Secretary of State State Election Commission.

On the bottom of the ballot shall be printed an identified facsimile of the signature of the Executive Director of the State Election Commission.

The official ballot for presidential electors shall not be combined with any other official ballots.

(D) The names of candidates offering for any other office shall be placed in the proper place on the appropriate ballot, stating whether it is a state, congressional, legislative, county or other office.

(E) The names of the several officers to be voted for and the tickets of the parties and petition candidates shall be placed on the ballots in an order as arranged by the State Election Commission as to those ballots for which it is responsible for distribution and by the commissioners of election for the respective counties as to the ballots for which they are responsible for distribution, including those for State Senator and member of the House of Representatives. If the State Senator or member of the House of Representatives or any other officer is to be elected from more than one county, the commissioners of election from the various counties from which they are to be elected shall assure that there shall be uniformity of placement on the ballots of their respective counties and should the commissioners fail to agree within sixty days prior to the general election, and upon receipt of written certification by at least one commissioner, that they have failed to act, the State Election Commission shall determine the order of placing the names on the ballots."

SECTION 72. Section 7-17-290 of the 1976 Code is amended to read:

"Section 7-17-290. The Board shall make and subscribe, on the proper statement, a certificate of their determination and shall deliver the same to the Secretary of State Governor."

SECTION 73. Section 7-17-300 of the 1976 Code is amended to read:

"Section 7-17-300. The Secretary of State Governor shall record in his office, in a book to be kept by him for that purpose, each certified statement and determination which shall be delivered to him by the Board of State Canvassers and every dissent or protest that shall have been delivered to him by a canvasser."

SECTION 74. Section 7-17-310 of the 1976 Code is amended to read:

"Section 7-17-310. The Secretary of State Governor shall, without delay, transmit a copy, under the seal of his office, of such certified determination to each person thereby declared to be elected and a like copy to the Governor."

SECTION 75. Section 7-17-320 of the 1976 Code is amended to read:

"Section 7-17-320. The Secretary of State Governor shall cause a copy of such certified statements and determinations to be printed in one or more public newspapers of this State."

SECTION 76. Section 7-17-330 of the 1976 Code is amended to read:

"Section 7-17-330. The Secretary of State Governor shall prepare a general certificate, under the seal of the State and attested by him as Secretary thereof, addressed to the House of Representatives of the United States in that Congress for which any person shall have been chosen, of the due election of such person as Representative of this State in Congress and shall transmit the same to such House of Representatives at their first meeting."

SECTION 77. Section 7-17-340 of the 1976 Code is amended to read:

"Section 7-17-340. The Secretary of State Governor shall enter in a book to be kept in his office the names of the respective county officers elected in this State, specifying the counties for which they were severally elected, their place of residence, the office for which they were respectively elected and their term of office."

SECTION 78. Section 7-19-70 of the 1976 Code is amended to read:

"Section 7-19-70. Unless otherwise provided, the election of presidential electors shall be conducted and the returns made in the manner prescribed by this chapter for the election of state officers.

The names of candidates for electors of President and Vice President nominated by any political party recognized in this State under Section 7-9-10 or by a valid petition shall be filed with the Secretary of State State Election Commission but shall not be printed on the ballot. In place of their names, in accordance with the provisions of Section 7-13-320, there shall be printed on the ballot the names of the candidates for President and Vice President of each political party recognized in this State and the names of any petition candidates for President and Vice President. A vote for the candidates named on the ballot shall be a vote for the electors of the party by which those candidates were nominated or the electors of petition candidates whose names have been filed with the Secretary of State State Election Commission.

Upon receipt of the certified determination of the Board of State Canvassers and delivered to him in accordance with Section 7-17-300, the Secretary of State chairman of the State Election Commission, under his hand and the seal of his office, as required by Section 7-17-310, shall certify to the Governor the names of the persons elected to the office of elector for President and Vice President of the United States as stated in the certified determination, who shall be deemed appointed as electors.

It shall be the duty of the Governor, as soon as practicable after the conclusion of the appointment of the electors pursuant to the laws of the State providing for the election and appointment of the electors, to communicate by registered mail under the seal of the State to the Administrator of General Services a certificate of appointment of the electors, setting forth the names of the electors and the canvass or other ascertainment under the laws of this State of the number of votes given or cast for each person for whose appointment any and all votes have been given or cast. It shall also thereupon be the duty of the Governor to deliver to the electors of the State, on or before the day on which they are required by law to meet, six duplicate originals of the same certificate under the seal of the State. If there shall have been any final determination in the manner provided for by law of a controversy or contest concerning the appointment of all or any of the electors, it shall be the duty of the Governor, as soon as practicable after the determination, to communicate under the seal of the State to the Administrator of General Services a certificate of such determination."

SECTION 79. Section 7-19-80 of the 1976 Code is amended to read:

"Section 7-19-80. Each candidate for presidential and vice-presidential elector shall declare which candidate for president and vice-president he will vote for if elected. Those elected shall vote for the president and vice-president candidates for whom they declared. Any person selected to fill a vacancy in the electoral college shall vote for the candidates the elector whose place he is taking had declared for. The declaration shall be made to the Secretary of State State Election Commission on such form as he may require not later than sixty days prior to the general election for electors. No candidate for president and vice-president elector shall have his name placed on the ballot who fails to make such declaration by the prescribed time. Any elector who votes contrary to the provisions of this section shall be deemed guilty of violating the election laws of this State and upon conviction shall be punished according to law. Any registered elector shall have the right to institute proper action to require compliance with the provisions of this section. The Attorney General shall institute criminal action for any violation of the provision of this section. Provided, the executive committee of the party from which an elector of the electoral college was elected may relieve the elector from the obligation to vote for a specific candidate when, in its judgment, circumstances shall have arisen which, in the opinion of the committee, it would not be in the best interest of the State for the elector to cast his ballot for such a candidate."

SECTION 80. Section 7-19-90 of the 1976 Code is amended to read:

"Section 7-19-90. The electors for President and Vice President shall convene at the capitol, in the office of the Secretary of State State Election Commission, at eleven in the forenoon, on the first Monday after the second Wednesday in December next following their appointment, and shall proceed to effect a permanent organization by the election of a president and secretary from their own body. The electors shall next proceed to fill by ballot and by plurality of votes all vacancies in the electoral college occasioned by the death, refusal to serve, or neglect to attend, of any elector. The electors shall then and there vote by ballot for President and Vice President, one of whom at least shall not be an inhabitant of the same State with themselves.

The electors shall make and sign six certificates of all the votes given by them for President and Vice President, each of which certificates shall contain two distinct lists, one of the votes for President and the other for Vice President, and shall annex to each of the certificates one of the lists of the electors which shall have been furnished to them by the Secretary of State State Election Commission by direction of the Governor. The electors shall seal up separately the certificates and lists of the electors so made by them, and certify upon each that the list of all the votes of the State given for President, and of all of the votes given for Vice President are contained therein."

SECTION 81. Section 7-19-100 of the 1976 Code is amended to read:

"Section 7-19-100. The electors shall dispose of the certificates so made by them and the lists attached thereto in the following manner:

First. They shall forthwith forward by registered mail one of the certificates and lists to the President of the Senate at the seat of government.

Second. Two of the certificates and lists shall be delivered to the Secretary of State State Election Commission of South Carolina, one of which shall be held subject to the order of the President of the Senate, and the other shall be preserved by him for one year and shall be a part of the public records of his office and shall be open to public inspection.

Third. On the day thereafter they shall forward by registered mail two of the certificates and lists to the Administrator of General Services at the seat of government, one of which shall be held subject to the order of the President of the Senate.

Fourth. They shall forthwith cause the other of the certificates and lists to be delivered to the judge of the district in which the electors shall have assembled."

SECTION 82. Section 7-19-110 of the 1976 Code is amended to read:

"Section 7-19-110. Every elector for this State for the election of a president and vice-president of the United States who shall attend at any election of those officers and give his vote at the time and place appointed by law shall be entitled to receive for his attendance at such election and for traveling to and from his place of residence by the most usual route the regular mileage, subsistence and per diem allowance authorized for state boards, committees and commissions to be paid from appropriations to the office of the Secretary of State State Election Commission."

SECTION 83. Section 7-19-120 of the 1976 Code is amended to read:

"Section 7-19-120. The Governor, Secretary of State and other State officers shall perform such duties and functions in respect to the election of electors, the election of the President and Vice-President of the United States and certification of electors and results of such election as provided by the acts of Congress in relation thereto."

SECTION 84. Section 8-3-40 of the 1976 Code is amended to read:

"Section 8-3-40. The Secretary of State Governor shall ascertain the number of officers in this State for whom bonds are required and cause an equal number of such bonds to be printed annually at the expense of the State. Such forms shall include space for the proper officers to approve securities and for probate. The Secretary of State Governor shall distribute to each county, annually, the number of such bonds equal to the number of officers for whom bonds are required in that county."

SECTION 85. Section 8-3-140 of the 1976 Code is amended to read:

"Section 8-3-140. The bonds of all public officers of the State shall, before they are accepted or recorded, be examined by the Attorney General or by one of the solicitors, who must certify in writing upon the bond that he approves the form and execution thereof. When so examined, approved and certified the bonds of State, district or circuit officers shall be filed with the Secretary of State Governor and shall be recorded by him, without charge, in suitable books kept by him for the purpose and when so recorded shall be filed with the State Treasurer except that the bond of the State Treasurer shall be filed with the Governor."

SECTION 86. Section 8-3-150 of the 1976 Code is amended to read:

"Section 8-3-150. Every county officer who is required to give bond for the faithful performance of the duties of his office shall, within thirty days after notification of his election or appointment, have his bond recorded in the office of the register of mesne conveyances or, if there be no such officer, in the office of the clerk of the circuit court for the county in which such officer resides and the register or clerk shall keep a separate book, properly indexed, for the purpose of recording such bonds, which shall be provided by the governing body of the county. The register or clerk shall be entitled to exact a fee from the public officer of one dollar for recording his bond. But no such bond shall be recorded until first approved as to surety by the proper officials as prescribed by law and as to execution and form by the Attorney General or such other official as may be designated for this purpose. Such bonds when recorded shall be immediately transmitted to the Secretary of State Governor who, after recording them as required by Section 8-3-140, shall file them with the State Treasurer."

SECTION 87. Section 8-11-20 of the 1976 Code is amended to read:

"Section 8-11-20. All persons who hold or are appointed to any of the positions in the departments of the State government referred to in this section, or who shall be appointed by any of such departments as accountants to investigate and report the condition of any State or county officer, shall take oath of office in the usual form and the constitutional oath and give good and sufficient bond in the form of official bonds as prescribed by Section 8-3-30. Such bonds shall be approved and filed as the bonds of other State officers. In the instance of individual bonds to be given pursuant to this section by employees of each of the departments referred to below, the penal sums of such bonds shall be as follows: For each clerk in the office of the Secretary of State, four thousand dollars; For each clerk in the office of the Comptroller General, five thousand dollars; for each clerk in the office of the State Treasurer, ten thousand dollars; for each clerk in the office of the State Superintendent of Education, twenty-five hundred dollars; for each stenographer or typist in the office of the State Treasurer, twenty-five hundred dollars; for each Assistant Attorney General, twenty-five hundred dollars; and for each accountant appointed by any of such departments, five thousand dollars.

In lieu of the individual bonds as provided above, the heads of the respective departments referred to in this section may, with the approval of the State Budget and Control Board, procure bonds in form to be approved by the Attorney General covering all persons employed in or by such department, including, if practical, such accountants mentioned above. In such event the penal sum of such bonds shall be in such amount as the State Budget and Control Board shall approve.

Any individual or blanket bonds given pursuant to the requirements of this section shall be executed by a fidelity or surety company licensed to do business in this State. In all cases, the premium or annual payment required to keep such bonds in force and effect shall be paid by the State Treasurer on the warranty of the Comptroller General."

SECTION 88. Section 8-11-92 of the 1976 Code is amended to read:

"Section 8-11-92. A. Nonprofit charitable organizations for which such payroll deductions may be made shall include any nonprofit, eleemosynary corporation, association or organization which is organized and operated exclusively for charitable, health, or welfare services to the public and meets all of the following qualifications:

(1) Is and continues to be organized and qualified to solicit and operate under the laws of this State, pursuant to Chapter 55 of Title 33;

(2) Provide direct and continuing services to or on behalf of the citizens of the State. For purposes of this section, `direct and continuing services' means: (a) services other than legal advocacy services which are provided directly to and specifically for one individual or one family; or, (b) services which are in the nature of medical research; or, (c) services which involve the collection and administration of funds by umbrella organizations for other organizations, all of which qualify under this act;

(3) Is recognized as tax exempt under Section 501(c)(3) of Title 26, United States Code (the Internal Revenue Code of 1954, as amended);

(4) Is not an organization contemplated by Section 501(c)(4), 501(c)(5), or 501(c)(6) of Title 26, United States Code (the Internal Revenue Code of 1954, as amended) and is not an organization primarily engaged in the propagation of a religious faith or belief; this prohibition shall include, but not be limited to, organizations primarily engaged in lobbying or political activity;

(5) Is operated without discrimination in regard to all persons served, and complies with all requirements of law, including administrative regulations, respecting nondiscrimination and equal opportunity regarding its officers, staff, employees and volunteers;

(6) Has neither a parent organization nor a subsidiary organization which fails to meet qualifications herein contained in items (1) through (5).

B. The Secretary of State State Treasurer shall determine on an annual basis, based upon the applications of nonprofit, charitable organizations and groups of such organizations, those which are eligible to participate in payroll deductions for state-employee contributions. His decision shall be final unless determined by a court of competent jurisdiction to be arbitrary, capricious or unsupported by any credible evidence."

SECTION 89. Section 8-11-94 of the 1976 Code is amended to read:

"Section 8-11-94. The names of state employees authorizing deductions of charitable contributions and the amount of the individual contributions shall be confidential and shall not be made public. This prohibition against disclosure shall not bar the Secretary of State State Treasurer, State Auditor or state or federal tax authorities from access to all information necessary to verify or establish the eligibility, the tax exempt status or the tax liability of such organizations or groups of such organizations. The tax returns and books and records of such organizations or groups of such organizations shall be made available at all times necessary to determine the status and eligibility of any such charitable organization or groups of such organizations."

SECTION 90. Section 11-15-20 of the 1976 Code is amended to read:

"Section 11-15-20. (1) Definitions:

(a) `Bonds' shall include general obligations of the issuer and obligations of the issuer payable in whole or in part from any special fund or other source, any part of which is expressed to mature more than twelve months from the date thereof but shall not include obligations issued in anticipation of the collection of taxes or in anticipation of the issuance of bonds.

(b) `State agency' shall mean the State of South Carolina, its agencies and institutions.

(c) `Governing board' shall mean the board, commission, board of trustees, authority, or any other public body upon which is devolved by law the administrative and executive duties relating to the issuance of bonds of any State agency.

(2) In every instance where the governing board of any State agency shall propose to effect the issuance of bonds, it shall make a full record of the proceedings relating to the issuance of such bonds, exclusive of papers and documents relating to the delivery of such bonds, and shall, prior to the delivery of such bonds, file a copy of such record in the office of the Secretary of State State Treasurer. It shall be the duty of the Secretary of State State Treasurer to file and index the record in a special book to be kept by such officer for such purpose. The Secretary of State State Treasurer shall be authorized to prepare and deliver certified copies of the records as thus filed and to deliver them to the purchasers of the bonds or other interested parties. For each such certification a reasonable fee may be charged."

SECTION 91. Section 11-25-260 of the 1976 Code is amended to read:

"Section 11-25-260. The faithful performance for printing for each House shall be certified by its presiding officer and clerk. In the absence of either of such officers from the seat of the government, the Secretary of State, to whom the work may be delivered, shall certify to its proper execution."

SECTION 92. Section 11-31-10 of the 1976 Code is amended to read:

"Section 11-31-10. Whenever the holder of any general obligation bonds of the State of South Carolina shall request the State Board to exchange outstanding coupon bonds for fully registered bonds of the same issue and of the same maturity and interest rate, the State Board shall be empowered to authorize the proper offices of the State, being the then Governor, and the then State Treasurer and the then Secretary of State, to execute and deliver fully registered bonds in denominations of multiples of five thousand dollars upon such terms and conditions and upon payment of such charges as the State Board shall deem appropriate."

SECTION 93. Section 12-6-5520 of the 1976 Code, as added by Act 76 of 1995, is amended to read:

"Section 12-6-5520. (A) The department shall notify a domestic or foreign corporation, as defined in Section 12-20-10(3) and (4), of its failure to comply with the provisions of this chapter and Chapter 20 of this title requiring the filing of returns. If the corporation fails to file the required return within sixty days of the notice, the department may provide the taxpayer's name to the Secretary of State Governor. The department may not make an estimated assessment or issue any warrant based on an estimated assessment against a taxpayer prior to referring such taxpayer to the Secretary of State Governor for administrative dissolution or revocation.

(B) After referral from the department, the Secretary of State Governor shall administratively dissolve a domestic corporation or revoke a foreign corporation's authority to transact business in this State."

SECTION 94. Section 12-8-540 of the 1976 Code, as added by Act 76 of 1995, is amended to read:

"Section 12-8-540. (A) A person making rent or royalty payments to a nonresident of twelve hundred dollars in any calendar year or more annually for the use or privilege of using property in this State shall withhold seven percent of each payment to a nonresident individual, partnership, trust, or estate and five percent of each payment to a nonresident corporation or any other nonresident entity.

(B) This section does not apply:

(1) to a person for the rental of residential housing units, including short-term rentals, when four or fewer units are owned by the nonresident.

(2) to an individual who pays rent directly to a nonresident solely for a residential housing unit which is his legal residence;

(3) to a nonresident which has registered with the Secretary of State Governor or the Department of Revenue and Taxation and by that registration has agreed to be subject to the jurisdiction of the department and the courts of this State to determine its South Carolina tax liability, including estimated taxes, together with any related interest and penalties, if any. Registering with the Secretary of State Governor or the department is not an admission of tax liability. If the person renting from or having a royalty contract with a nonresident obtains an affidavit from the nonresident stating that the nonresident is registered with the department or with the Secretary of State Governor, the person is not responsible for the withholding.

The department may revoke the exemption granted by the registration provided in this item if it determines that the nonresident taxpayer is not cooperating with the department in the determination of the nonresident taxpayer's correct South Carolina tax liability. The revocation does not revive the duty of a person renting from or having a royalty contract with a nonresident to withhold until the person receives notice of the revocation."

SECTION 95. Section 12-8-550 of the 1976 Code, as added by Act 76 of 1995, is amended to read:

"Section 12-8-550. A person hiring or contracting with a nonresident conducting a business or performing personal services of a temporary nature within this State shall withhold two percent of each payment in which the South Carolina portion of the contract exceeds or could reasonably be expected to exceed ten thousand dollars. This item does not apply to a nonresident which registered with the Secretary of State Governor or the Department of Revenue and Taxation and by that registration has agreed to be subject to the jurisdiction of the department and the courts of this State to determine its South Carolina tax liability, including withholding and estimated taxes, together with any related interest and penalties, if any. Registering with the Secretary of State Governor or the department is not an admission of tax liability nor must this act of registering be construed to require the filing of an income tax or franchise (license) tax return. If the person hiring, contracting, or having a contract with a nonresident obtains an affidavit from the nonresident stating that the nonresident is registered with the department or with the Secretary of State Governor, the person is not responsible for the withholding.

The department may revoke the exemption granted by registering with the Secretary of State Governor or the department if it determines that the nonresident taxpayer is not cooperating with the department in the determination of the nonresident taxpayer's correct South Carolina tax liability. This revocation does not revive the duty of a person hiring, contracting, or having a contract with a nonresident to withhold, until the person receives notice of the revocation."

SECTION 96. Section 12-20-30 of the 1976 Code, as added by Act 76 of 1995, is amended to read:

"Section 12-20-30. (A) The annual report must be in a form prescribed by the department and Secretary of State Governor and contain all information that the department or the Secretary of State Governor may require for the administration of the provisions of this chapter and the provisions of Title 33. The information in the annual report must be current as of the date the annual report is executed on behalf of the corporation and contain the following information:

(1) the name of the corporation and the state or country of incorporation;

(2) the address of the registered office and the name of the registered agent in this State;

(3) the address of the principal office;

(4) the names and business addresses of the directors and principal officers;

(5) a brief description of the nature of the business;

(6) the total number of authorized shares of stock, itemized by class and series, if any, within each class; and

(7) the total number of issued and outstanding shares of stock, itemized by class and series, if any, within each class.

The information required by this subsection is open to unrestricted public inspection. Any person may request a copy of the information from either the Secretary of State Governor or the department.

(B) The Secretary of State Governor or the department may by regulation permit the public disclosure of other information that is required to be filed as part of the corporation's annual report in addition to the information required by subsection (A)."

SECTION 97. Section 12-20-40 of the 1976 Code, as added by Act 76 of 1995, is amended to read:

"Section 12-20-40. (A) An initial annual report and the minimum license fee required by Sections 12-20-50 and 12-20-100(C) must be filed with the Secretary of State Governor with the initial articles of incorporation filed by a domestic corporation or an application for certificate of authority filed by a foreign corporation. The initial annual report must be submitted to the department by the Secretary of State Governor and contain the information required in Section 12-20-30(A).

(B) A corporation that does not file an application for certificate of authority with the Secretary of State Governor shall file the initial annual report and pay the minimum license fee required by Sections 12-20-50 and 12-20-100 to the department on or before sixty days after initially doing business, or using a portion of its capital in this State."

SECTION 98. Section 12-28-1505(A)(3)(b) of the 1976 Code, as added by Act 136 of 1995, is amended to read:

"(b) receives from the Secretary of State department a verification number authorizing the diversion;"

SECTION 99. Section 12-49-90 of the 1976 Code, as last amended by Section 228, Act 181 of 1993, is further amended to read:

"Section 12-49-90. The courts of this State shall recognize and enforce liabilities for taxation lawfully imposed by other states which extend like comity to this State. The South Carolina Department of Revenue and Taxation, with the assistance of the Attorney General, is hereby empowered to bring suit in the courts of other states to collect taxes legally due this State. The officials of other states which extend a like comity to this State are empowered to sue for the collection of such taxes in the courts of this State. A certificate by the Secretary of State Governor that such officers have authority to collect the tax shall be conclusive evidence of such authority."

SECTION 100. Section 12-54-125 of the 1976 Code, as added by Section 8, Act 444 of 1988, is further amended to read:

"Section 12-54-125. If, upon investigation, the commission department determines that any corporation which has been dissolved by the Secretary of State Department of Commerce has not conducted any business since the last return was filed with the commission department, or if there are no available assets of the corporation, the commission may deem that warrants of distraint issued against the corporation were issued in error and may withdraw them."

SECTION 101. Section 13-7-145 of the 1976 Code is amended to read:

"Section 13-7-145. A. Any shipper who is not a resident of South Carolina and who is not registered with the Secretary of State Attorney General for purposes of doing business within South Carolina shall be subject to service of process for purposes of administering and enforcing this article by leaving a copy of the summons or any other legal paper in the hands of the Secretary of State Attorney General or in his office, and such service shall be deemed sufficient service and shall have like force and effect in all respects as service upon citizens of this State found within its limits if notice of such service and a copy of the paper served are forthwith sent by certified mail to the shipper and the shipper's return receipt and an affidavit of compliance therewith are filed in the cause and submitted to the administrative agency or court from which such process or other paper issued.

Such service may also be made by delivery of a copy thereof to any such shipper outside the State, and proof of such delivery may be made by the affidavit of the person delivering such copy. Such affidavit shall be filed in the cause and submitted to the administrative agency or court from which the process or other paper issued.

B. Any carrier who is not a resident of South Carolina and who is not registered with the Secretary of State Attorney General for purposes of doing business within South Carolina shall be subject to service of process for purposes of administering and enforcing this article by leaving a copy of the summons or any other legal paper in the hands of the Secretary of State Attorney General or in his office, and such service shall be deemed sufficient service and shall have like force and effect in all respects as service upon citizens of this State found within its limits if notice of such service and a copy of the paper served are forthwith sent by certified mail to the carrier and the carrier's return receipt and an affidavit of compliance therewith are filed in the cause and submitted to the administrative agency or court from which such process or other paper issued.

Such service may also be made by delivery of a copy thereof to any such carrier outside the State, and proof of such delivery may be made by the affidavit of the person delivering such copy. Such affidavit shall be filed in the cause and submitted to the administrative agency or court from which the process or other paper issued."

SECTION 102. Section 13-12-15 of the 1976 Code, as last amended by Section 1, Act 518 of 1992, is further amended to read:

"Section 13-12-15. Upon the implementation of the provisions of this chapter, should only two of the three counties of Berkeley, Dorchester, and Charleston have elected to participate by approval of the initial referendum, the governing body of the nonparticipating county may thereafter call a referendum in such county on the question of participation in the authority. After one referendum has been held under the provisions of this section, no more than one such referendum may thereafter be held within a two year period. The referendum question shall read as follows:

`Shall [insert name of county] join in the Trident Economic Development Finance Authority which shall have the power, among other things, with the approval of the governing bodies of Berkeley, Dorchester, and Charleston counties, to issue general obligation bonds for the purpose of promoting economic development in the area of the authority?

Yes []

No []

Those voting in favor of the question shall deposit a ballot with a check or cross mark in the square before the word `Yes', and those voting against the question shall deposit a ballot with a check or cross mark in the square before the word `No'.'

If this question receives a majority of the votes cast in the county, as certified by the Board of State Canvassers, the jurisdictional area of the authority shall be expanded to include the approving county on the date on which written evidence of this fact is transmitted to the Secretary of State Governor."

SECTION 103. Section 14-5-110 of the 1976 Code is amended to read:

"Section 14-5-110. The circuit judges of this State, upon their election, shall qualify by taking the oath required by the Constitution of this State before a justice of the Supreme Court, the President of the Senate, the Speaker or Speaker Emeritus of the House of Representatives, a circuit judge, a clerk of the Supreme Court, a clerk of the court of common pleas or a probate judge of the county, and shall forthwith enter upon their duties. Such oath must be filed in the office of the Secretary of State Governor. Terms of office for all circuit judges elected after January 1, 1977, shall commence as of July first of the year in which they are elected."

SECTION 104. Section 14-11-20 of the 1976 Code, as last amended by Section 4, Part II, Act 678 of 1988, is further amended to read:

"Section 14-11-20. Masters-in-equity must be appointed by the Governor with the advice and consent of the General Assembly for a term of six years and until their successors are appointed and qualify. No person is eligible to hold the office of master-in-equity who is not at the time of his appointment a citizen of the United States and of this State, has not attained the age of twenty-six years upon his appointment, has not been a licensed attorney for at least five years upon his appointment, and has not been a resident of this State for five years immediately preceding his appointment.

Each master-in-equity of this State qualifies by taking the oath required by the Constitution of this State before a justice of the Supreme Court, a judge of the Court of Appeals, the President of the Senate, the Speaker of the House of Representatives, a circuit judge, the Clerk of the Supreme Court, a clerk of the Court of Common Pleas, or a probate judge of the county and immediately enters upon his duties. The oath must be filed in the office of the Secretary of State Governor.

A full-time master-in-equity is prohibited from engaging in the practice of law. A part-time master-in-equity may practice law but is prohibited from appearing before another master-in-equity. A standing master-in-equity may not serve as the probate judge of any county."

SECTION 105. Section 14-17-340 of the 1976 Code is amended to read:

"Section 14-17-340. The clerk shall administer the oaths of office required to be taken by magistrates appointed within his county, on their application, within ninety days after such appointment. On the first day of November, annually, he shall transmit a list of the names of magistrates who have qualified during the preceding year to the office of the Secretary of State Governor at Columbia."

SECTION 106. Section 15-9-245 of the 1976 Code, as last amended by Section 4, Act 384 of 1994, 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 Attorney General 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.

(b) Service of the process is made by delivering to and leaving with the Secretary of State Attorney General, or with any person designated by him to receive such service, duplicate copies of the process, notice, or demand. The Secretary of State Attorney General immediately shall cause one of the copies to be forwarded by certified mail, addressed to the corporation either at its registered office in the jurisdiction of its incorporation, its principal place of business in the jurisdiction, or at the last address of the foreign business or nonprofit corporation known to the plaintiff, in that order.

(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 Attorney General 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 107. Section 15-9-250 of the 1976 Code is amended to read:

"Section 15-9-250. Service of process may be made upon the Secretary of State Attorney General as agent for a foreign rural electric cooperative pursuant to his appointment as such under the provisions of Section 33-49-1320. In the event of such service, the Secretary of State Attorney General shall forthwith forward it by registered mail to such corporation at the address specified in the instrument appointing the Secretary of State Attorney General as such agent."

SECTION 108. Section 15-9-280 of the 1976 Code, as last amended by Sections 260-262, Act 181 of 1993, is further amended to read:

"Section 15-9-280. (a) Any act of transacting an insurance business as set forth in Section 38-25-110 by an unauthorized insurer is equivalent to and constitutes an irrevocable appointment by the insurer, binding upon him, his executor or administrator, or successor in interest if a corporation, of the Secretary of State Attorney General or his successor in office to be the true and lawful attorney of the insurer upon whom may be served all lawful process in any action, suit, or proceeding in any court by the Director of the Department of Insurance or his designee, or by the State and upon whom may be served any notice, order, pleading, or process in any proceeding before the Department of Insurance and which arises out of transacting an insurance business in this State by the insurer. Any act of transacting an insurance business in this State by an unauthorized insurer is signification of its agreement that any such lawful process in such court action, suit, or proceeding and any such notice, order, pleading, or process in such administrative proceeding before the Department of Insurance so served are of the same legal force and validity as personal service of process in this State upon the insurer.

(b) Service of process in such action is made by delivering to and leaving with the Secretary of State Attorney General, or some person in apparent charge of his office, two copies thereof and by payment to the Secretary of State Attorney General of the fee prescribed by law. Service upon the Secretary of State Attorney General as attorney is service upon the principal.

(c) The Secretary of State shall immediately forward by certified mail one of the copies of the process or the notice, order, pleading, or process in proceedings before the Department of Insurance to the defendant in the court proceeding or to whom the notice, order, pleading, or process in the administrative proceeding is addressed or directed at its last known principal place of business and shall keep a record of all process so served on him which shall show the day and hour of service. The service is sufficient if:

(1) notice of the service and a copy of the court process or the notice, order, pleading, or process in the administrative proceeding are sent within ten days thereafter by certified mail by the plaintiff or the plaintiff's attorney in the court proceeding or by the Department of Insurance in the administrative proceeding to the defendant in the court proceeding or to whom the notice, order, pleading, or process in the administrative proceeding is addressed or directed at the last known principal place of business of the defendant in the court or administrative proceeding; and

(2) the defendant's receipt or receipts issued by the post office with which the letter is registered, showing the name of the sender of the letter and the name and address of the person or insurer to whom the letter is addressed, and an affidavit of the plaintiff or the plaintiff's attorney in a court proceeding or of the Department of Insurance in an administrative proceeding, showing compliance therewith, are filed with the clerk of court in which the action, suit, or proceeding is pending or with the Department of Insurance in administrative proceedings, by the date the defendant in the court or administrative proceeding is required to appear or respond thereto, or within any further time as the court or the Department of Insurance may allow.

(d) No plaintiff is entitled to a judgment by default, a judgment with leave to prove damages, or a judgment pro confesso in any court or administrative proceeding in which court process or notice, order, pleading, or process in proceedings before the Department of Insurance is served under this section until the expiration of thirty days from the date of filing of the affidavit of compliance.

(e) Nothing in this section limits or affects the right to serve any process, notice, order, or demand upon any person or insurer in any other manner permitted by law."

SECTION 109. Section 15-9-430 of the 1976 Code, as last amended by Section 5, Act 384 of 1994, 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 Attorney General as an agent to receive service of process upon him in any action or proceeding relating to actions of such corporation and arising while he held office as director of such corporation.

(b) Service of such process shall be made by delivering to and leaving with the Secretary of State Attorney General, or with any person designated by him to receive such service, duplicate copies of such process. The Secretary of State Attorney General 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, effective as of the date of filing with the Secretary of State Attorney General 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 Attorney General 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 Attorney General 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 Attorney General pursuant to this subsection.

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

SECTION 110. Section 15-9-440 of the 1976 Code is amended to read:

"Section 15-9-440. (1) Service on resident trustee constitutes service on all other trustees. -Service upon one resident trustee of an inter vivos trust shall constitute service on all other trustees, resident and nonresident, of the same trust, for the purpose of adjudicating any action or proceeding in a court of this State involving, directly or indirectly, such trust.

(2) Trustee served to notify other trustees. -The resident trustee, so served, shall within five days, give prompt notice to such nonresident trustee and other resident trustee of the action. The failure of notification to the other trustees shall in no way impair the action.

(3) Service on nonresident trustee when there is no resident trustee. -When there is no resident trustee, the nonresident trustee of an inter vivos trust shall be deemed to have consented to the service of any summons, notice or other legal process in connection with any proceeding in the courts of this State involving such trust, directly or indirectly, when served upon the Secretary of State Attorney General, when the trust was created under the laws of this State or, in the case of a foreign trust, when part of the trust property is situated in this State.

(4) Time allowed for answer. -The time within which to answer under the provisions of this section shall be the same as that provided for by law for substituted service.

(5) Penalties. -Any trustee responsible for notifying another trustee, who fails to comply with the provisions of this section, shall be guilty of a misdemeanor and shall, upon conviction, be fined not more than one hundred dollars or imprisoned for not more than thirty days."

SECTION 111. Section 15-9-460 of the 1976 Code is amended to read:

"Section 15-9-460. Service of process on any person who shall have appointed the Secretary of State Attorney General as his agent to accept service under the provisions of Section 46-33-40 may be made by serving such process upon the Secretary of State Attorney General."

SECTION 112. Section 15-63-200 of the 1976 Code is amended to read:

"Section 15-63-200. Upon the rendition of such judgment against a corporation or for the vacating or annulling of letters patent the Attorney General shall cause a copy of the judgment roll to be forthwith filed in the his office of the Secretary of State."

SECTION 113. Section 15-63-210 of the 1976 Code is amended to read:

"Section 15-63-210. The Secretary of State Attorney General shall, upon the filing of a copy of the judgment roll, if the record relates to letters patent, make an entry in the records of his office of the substance and effect of such judgment and of the time when the record thereof was docketed. The real property granted by such letters patent may thereafter be disposed of in the same manner as if such letters patent had never been issued."

SECTION 114. Section 15-78-30(c) of the 1976 Code, as last amended by Act 380 of 1994, is further amended to read:

"(c) Prior to January 1, 1989, `Employee' means any officer, employee, or agent of the State or its political subdivisions, including elected or appointed officials, law enforcement officers, and persons acting on behalf or in service of a governmental entity in the scope of official duty, whether with or without compensation, but the term does not include an independent contractor doing business with the State or any political subdivision thereof. Custody of prisoners by the State or any of its political subdivisions does not in and of itself create an employer and employee relationship between the State and the prisoner. Provided, the provisions of this section shall in no way limit or modify the liability of a licensed physician or dentist, acting within the scope of his profession.

On or after January 1, 1989, `Employee' means any officer, employee, or agent of the State or its political subdivisions, including elected or appointed officials, law enforcement officers, and persons acting on behalf or in service of a governmental entity in the scope of official duty, whether with or without compensation, but the term does not include an independent contractor doing business with the State or any political subdivision thereof. Custody of prisoners by the State or any of its political subdivisions does not in and of itself create an employer and employee relationship between the State and the prisoner. Provided, the provisions of this section shall in no way limit or modify the liability of a licensed physician or dentist, acting within the scope of his profession, with respect to any action or claim brought hereunder which involved services for which the physician or dentist was paid, should have been paid, or expected to be paid at the time of the rendering of the services from any source other than the salary appropriated by the governmental entity or fees received from any practice plan authorized by the employer whether or not the practice plan is incorporated and registered with the Secretary of State Department of Commerce."

SECTION 115. Section 15-78-70(c) of the 1976 Code, as last amended by Act 380 of 1994, is amended to read:

"(c) Prior to January 1, 1989, a person, when bringing an action against a governmental entity under the provisions of this chapter, shall name as a party defendant only the agency or political subdivision for which the employee was acting and is not required to name the employee individually, unless the agency or political subdivision for which the employee was acting cannot be determined at the time the action is instituted. In the event that the employee is individually named, the agency or political subdivision for which the employee was acting must be substituted as the party defendant. The provisions of this section may in no way limit or modify the liability of a licensed physician or dentist, acting within the scope of his profession.

On or after January 1, 1989, a person, when bringing an action against a governmental entity under the provisions of this chapter, shall name as a party defendant only the agency or political subdivision for which the employee was acting and is not required to name the employee individually, unless the agency or political subdivision for which the employee was acting cannot be determined at the time the action is instituted. In the event that the employee is individually named, the agency or political subdivision for which the employee was acting must be substituted as the party defendant. The provisions of this section in no way shall limit or modify the liability of a licensed physician or dentist, acting within the scope of his profession, with respect to any action or claim brought hereunder which involved services for which the physician or dentist was paid, should have been paid, or expected to be paid at the time of the rendering of the services from any source other than the salary appropriated by the governmental entity or fees received from any practice plan authorized by the employer whether or not the practice plan is incorporated and registered with the Secretary of State Department of Commerce."

SECTION 116. Section 15-78-120(a)(5) of the 1976 Code, as last amended by Section 4, Act 380 of 1994, is further amended to read:

"(5) The provisions of Section 15-78-120(a)(3) and (a)(4) shall in no way limit or modify the liability of a licensed physician or dentist, acting within the scope of his profession, with respect to any action or claim brought hereunder which involved services for which the physician or dentist was paid, should have been paid, or expected to be paid at the time of the rendering of the services from any source other than the salary appropriated by the governmental entity or fees received from any practice plan authorized by the employer whether or not the practice plan is incorporated and registered with the Secretary of State Department of Commerce."

SECTION 117. Section 16-17-40 of the 1976 Code is amended to read:

"Section 16-17-40. Any corporation or unincorporated association found guilty of the crime of barratry shall be forever barred from doing any business or carrying on any activity within this State, and in the case of a corporation its charter or certificate of domestication shall be summarily revoked by the Secretary of State Department of Commerce."

SECTION 118. Section 17-13-80 of the 1976 Code, as last amended by Section 277, Act 181 of 1993, is further amended to read:

"Section 17-13-80. Whenever a warrant has been issued against a corporation under the provisions of Section 22-3-750 or an indictment has been returned against it under the provisions of Section 17-19-70, a copy of the warrant or indictment, accompanied in the case of an indictment by a notice to such corporation of the term of the court of general sessions at which such case shall be tried, shall be served upon such corporation in the manner provided by law for the service of process in civil actions. And when there is no agent or officer of the company within the county the service shall be made upon such person as is in charge of the property of the corporation and, if no such person can be found, it shall be served upon the Secretary of State Attorney General, who shall transmit a copy of the warrant or indictment and notice by mail to the last known residence of the managing officer of the corporation, directed to such officer; provided, that in the case of a foreign corporation if such foreign corporation have no agent or other officer within the county in which the offense, or some part thereof, has been committed then process shall be served on the person appointed by such corporation to receive service of process as now required by law regulating foreign corporations or upon the Director of the Department of Insurance when by law service of process in civil actions may be made upon the Director of the Department of Insurance and such service shall be made in the same manner provided by law for service of summons in civil actions against such corporations."

SECTION 119. Section 22-1-20 of the 1976 Code is amended to read:

"Section 22-1-20. Before entering upon the discharge of the duties of his office, each magistrate must take in writing the oath of office prescribed in the Constitution before the clerk of the court of common pleas of the county or, in case there be no such clerk, before anyone authorized to administer an oath, and must file the same with the Secretary of State Governor."

SECTION 120. Section 23-7-30 of the 1976 Code is amended to read:

"Section 23-7-30. All special State constables appointed under this chapter shall be required to take the oath prescribed by Article III Section 26 of the Constitution of 1895. Every such special State constable shall give and file in the office of the Secretary of State Governor a surety bond in the penal sum of two thousand dollars conditioned upon the faithful performance of his duties and further conditioned upon the payment of any judgment recovered against him in any court of competent jurisdiction upon a claim or cause of action arising out of a breach or abuse of official duty or power or other unlawful act committed under color of office."

SECTION 121. Section 25-1-330 of the 1976 Code is amended to read:

"Section 25-1-330. Before entering upon his official duties, the Adjutant General shall execute an official bond running to the State in the penal sum of ten thousand dollars, conditioned upon the faithful performance of his duties, such bond to be submitted to the Attorney General for approval and when approved to be filed in the office of the Secretary of State Governor. The cost of such bonds shall be paid from the military fund of the State. The Adjutant General shall obtain and pay for, from the military fund, surety company bonds running to the State, in such amounts as prescribed by the Adjutant General, covering all the officers of the National Guard of South Carolina responsible to the State for money or military property, such bonds to be approved and filed in the same manner as the Adjutant General's bond."

SECTION 122. Section 26-1-10 of the 1976 Code is amended to read:

"Section 26-1-10. The Governor may appoint from the qualified electors as many notaries public throughout the State as the public good shall require, to hold their offices for a term of ten years. A commission shall be issued to each notary public so appointed and the record of such appointment shall be filed in the his office of the Secretary of State. All commissions issued or renewed after July 1, 1967 shall be for the specified term. All commissions issued prior to July 1, 1967, unless renewed for the term herein provided, shall expire and terminate on January 1, 1970 for any person whose last name begins with A through K and on January 1, 1971 for any person whose last name begins with L through Z."

SECTION 123. Section 26-1-20 of the 1976 Code is amended to read:

"Section 26-1-20. Each county legislative delegation shall determine whether the endorsement of notaries public must be by (1) one-half of the members of the legislative delegation representing that county in which the applicant resides or, (2) endorsement by the Senator and Representative in whose district the applicant resides, without other endorsers. Each county legislative delegation shall notify the Secretary of State Governor in writing if it chooses to utilize method (2) within the individual county. If the county legislative delegation chooses to utilize method (2), the applicant, Senator, and Representative shall indicate their respective districts on the application provided to the Secretary of State Governor. If the office of Senator or Representative from that district is vacant at the time the application is submitted, the notary public may be appointed upon the endorsement of a majority of the legislative delegation representing the county in which the applicant resides."

SECTION 124. Section 26-1-30 of the 1976 Code is amended to read:

"Section 26-1-30. The fee for the issuance or renewal of a commission is twenty-five dollars, collected by the Secretary of State Governor as other fees."

SECTION 125. Section 26-1-40 of the 1976 Code is amended to read:

"Section 26-1-40. Every notary public shall take the oath of office prescribed by the Constitution, certified copies of which shall be recorded in the office of the Secretary of State Governor."

SECTION 126. Section 26-1-70 of the 1976 Code is amended to read:

"Section 26-1-70. Any notary public whose name is legally changed during his term of office may apply to the Secretary of State Governor in such manner as may be prescribed by him, and the Secretary of State Governor may change the name of the notary upon proper application and upon payment of a fee of ten dollars. The term expires at the same time as the original term."

SECTION 127. Section 26-1-95 of the 1976 Code is amended to read:

"Section 26-1-95. A notary public who, in his official capacity, falsely certifies to affirming, swearing, or acknowledging of a person or his signature to an instrument, affidavit, or writing is guilty of a misdemeanor and, upon conviction, must be fined not more than two hundred dollars or imprisoned not more than thirty days. A notary public convicted under the provisions of this section shall forfeit his commission and shall not be issued another commission. The court in which the notary public is convicted shall notify the Secretary of State Governor within ten days after conviction."

SECTION 128. Section 27-15-30 of the 1976 Code is amended to read:

"Section 27-15-30. All the reversionary right, title and interest of this State in and to the Catawba Indian lands, situated in the counties of York and Lancaster, within a boundary of fifteen miles square and which are represented in the plat of survey made by Samuel Wiley, dated February 22, 1764 and now on file in the office of the then Secretary of State, are hereby vested in the persons who may hold such lands as lessees of the Catawba Indians, their heirs and assigns, according to the location of their respective leases."

SECTION 129. Section 27-15-40 of the 1976 Code is amended to read:

"Section 27-15-40. Each lessee of the Catawba Indian lands who shall deposit with the then Secretary of State his lease and also the receipt or receipts of the former tax collector of the county wherein such lands may be situated for such taxes as may have been paid thereon, as heretofore required by law, shall be entitled to locate and receive a grant from the State (in the manner provided by law for granting vacant lands) for the land held by him under lease, upon payment of the usual fees, and thenceforth hold the land so granted in the same right as any other lands granted by this State are held."

SECTION 130. Section 27-16-30(12) of the 1976 Code, as added by Act 142 of 1993, is amended to read:

"(12) `Settlement Agreement' means the written `Agreement in Principle' reached between the State and the Tribe and attached to the copy of the act enacting this chapter signed by the Governor and filed with the then Secretary of State."

SECTION 131. Section 27-16-140(C) of the 1976 Code, as added by Act 142 of 1993, is amended to read:

"(C) Whenever possible, this chapter must be construed in a manner consistent with the Settlement Agreement. If there is a conflict between this chapter and the Settlement Agreement, this chapter governs. The Settlement Agreement must be maintained on file and available for public inspection in the Office of the Secretary of State Governor and in the offices of the Clerks of Court for York and Lancaster Counties. Copies must be made available upon request upon the payment of reasonable and normal copying fees."

SECTION 132. Section 27-19-10 of the 1976 Code is amended to read:

"Section 27-19-10. The Secretary of State Governor, in every case when, on his knowledge or belief or on the information of another, certain lands have been escheated to the State by the death of the person last seized in fee simple, either in law or in fact, without leaving any person who can lawfully claim such lands either by purchase or descent from such former proprietor, shall, on such knowledge or information or the order of any court of record, issue his notification of such supposedly escheated lands to one of the judges of the circuit court at least two months previous to the next session of such court to be held in the county where such lands lie."

SECTION 133. Section 27-19-20 of the 1976 Code is amended to read:

"Section 27-19-20. The judge presiding at such court shall cause a jury, being first duly sworn, to proceed and make a true inquest of all such supposedly escheated lands which by the Secretary of State Governor shall be subjected to their investigation and a true verdict made thereon. Thereupon the judge of the court shall certify such verdict, under his hand and the seal of the court, to the Secretary of State Governor who shall record it in a book to be kept by him for that purpose and shall return the original within two months after the date thereof into the office of the clerk of the court, to be there filed and kept as a record thereof."

SECTION 134. Section 27-19-30 of the 1976 Code is amended to read:

"Section 27-19-30. On the return of any inquest of supposedly escheated lands by the Secretary of State Governor into the office of the clerk of the county in which the lands lie, the clerk shall thereupon cause to be advertised, in a newspaper of the county or other nearest gazette, the first week in every month, for six months, a notice containing a particular description of the lands, the name of the person last seized and the supposed time of his death, together with the part of the world in which he was supposed to have been born, and requiring his heirs or others claiming under him to appear and make claim."

SECTION 135. Section 27-19-50 of the 1976 Code is amended to read:

"Section 27-19-50. If any suit for property supposed to be escheated shall be prosecuted by the Secretary of State Governor and the jury before whom the trial shall be had shall think there is no probable cause, the jury shall assess and award to the party aggrieved such damages as they shall think proper."

SECTION 136. Section 27-19-60 of the 1976 Code is amended to read:

"Section 27-19-60. When no claimant shall appear to make title as aforesaid, the Secretary of State Governor shall rent out the escheated lands, if it can be done with advantage to the State, until the process of escheat shall be concluded and the lands sold."

SECTION 137. Section 27-19-70 of the 1976 Code is amended to read:

"Section 27-19-70. If no person shall appear and claim lands within twelve months after the expiration of the time prescribed for advertising, the clerk shall issue process, to be signed by the judge of the circuit court of the county, to the Secretary of State Governor, pronouncing the lands escheated and vested according to law and directing him forthwith to sell and convey them upon the usual notice."

SECTION 138. Section 27-19-80 of the 1976 Code is amended to read:

"Section 27-19-80. As soon as the Secretary of State Governor shall receive the process in Section 27-19-70 mentioned, he shall advertise the sale of such lands in a newspaper of the county or other nearest gazette and also in the most public places of the county in which the lands lie, giving six weeks' public notice, on a credit of twelve months, payable in lawful money. He shall, moreover, take good and sufficient surety and a mortgage of the premises before the title shall be altered or changed."

SECTION 139. Section 27-19-90 of the 1976 Code is amended to read:

"Section 27-19-90. When any such lands shall exceed six hundred acres and can be divided into smaller tracts with advantage to the State in the sale thereof, the Secretary of State Governor shall cause them to be divided in such manner as shall be most beneficial to the State."

SECTION 140. Section 27-19-100 of the 1976 Code is amended to read:

"Section 27-19-100. At any sale of escheated property, if, in his judgment, the property is being sold at a sacrifice, the Secretary of State Governor may buy the land for the State Budget and Control Board or cause it to be so bid in and, upon payment of the costs accrued thereon, may cause the title deed to be made therefor as escheated property to the State Budget and Control Board which shall rent or sell the property in such manner, at such time and upon such terms as, in its judgment, shall be for the best interests of the State and apply the proceeds thereof as directed in Section 27-19-340."

SECTION 141. Section 27-19-210 of the 1976 Code is amended to read:

"Section 27-19-210. When any moneys or other personal estate shall be found in the hands of an executor or administrator, being the property of any person deceased leaving no person entitled to claim and without making disposition of them, the Secretary of State or the Attorney General, on behalf of the State, shall sue for and recover and pay any moneys so recovered into the State Treasury."

SECTION 142. Section 27-19-310 of the 1976 Code is amended to read:

"Section 27-19-310. The duties of escheator are devolved upon the Secretary of State Attorney General as agent of the State Budget and Control Board and as escheator the Secretary of State Attorney General shall act under the direction and control of the State Budget and Control Board and, under the direction of the Board, may use such of the funds and the services of such subagents of the Board as in its discretion may be necessary to efficiency in discovering, renting, litigating and realizing money from escheated lands under existing law."

SECTION 143. Section 27-19-320 of the 1976 Code is amended to read:

"Section 27-19-320. The Secretary of State Attorney General shall not, directly or indirectly, either by himself or any person whomsoever, purchase or be concerned with any person in purchasing any escheated lands, without being subject and liable to the payment of five thousand dollars, to be sued for and recovered in any court of record, one half for the benefit of the informer, who shall sue for and recover such penalty, and the other half to be applied to the use of the State. And such Secretary of State The Attorney General shall also be rendered incapable of holding or exercising any office of trust or emolument therein."

SECTION 144. Section 27-19-330 of the 1976 Code is amended to read:

"Section 27-19-330. When any person shall appear and make title to lands or personal estate, after office found by the jury, the court may assess such reasonable costs and charges as the Secretary of State Attorney General has sustained in promoting the claim of the State."

SECTION 145. Section 27-19-340 of the 1976 Code is amended to read:

"Section 27-19-340. The Secretary of State Attorney General shall turn over to the State Treasurer the net proceeds of escheats after deducting and retaining therefrom for the benefit of the Sinking Fund so much money as in the opinion of the State Budget and Control Board will reimburse the Sinking Fund for moneys and agents' services used and advanced as aforesaid and also any other expense necessarily incurred in executing the law and protecting the interest of the State in the matter of escheats. Costs and expenses incurred as aforesaid on account of agents' services and money advanced or otherwise in one case may be deducted and retained from the proceeds of any other case of escheatment in the discretion of the State Budget and Control Board."

SECTION 146. Section 27-19-360 of the 1976 Code is amended to read:

"Section 27-19-360. A report shall be made annually by the Secretary of State Attorney General, to be included in his annual report, showing the receipts and payments under the provisions of this chapter in each case of escheat, with the items thereof. In case any escheated property be purchased by the State Budget and Control Board, its annual report shall show all resales of such property and all income, rents and profits derived from such property while held by the Board."

SECTION 147. Section 27-19-370 of the 1976 Code is amended to read:

"Section 27-19-370. If the Secretary of State Attorney General shall fail to do his duty, as herein directed, on behalf of the State and any loss or damage shall accrue to the State by his misconduct or fraudulent practices, he shall be responsible for all such loss or damage and the court of common pleas may order a prosecution in the name of the State. A jury shall try the fact and assess the damage and, upon conviction, such Secretary of State Attorney General shall be incapable forever thereafter from holding or exercising any office of trust or profit within this State."

SECTION 148. Section 27-19-390 of the 1976 Code is amended to read:

"Section 27-19-390. The provisions of this chapter are complementary to and not in derogation of the `Uniform Disposition of Unclaimed Property Act' as contained in the permanent provisions of Chapter 18 of this title. All personal property for which provision is made in that chapter shall be disposed of as therein provided and the Secretary of State Attorney General is relieved of all responsibility assigned to him in this chapter for such property."

SECTION 149. Section 27-40-130 of the 1976 Code is amended to read:

"Section 27-40-130. (a) The circuit courts and magistrate courts of this State shall exercise concurrent jurisdiction over any landlord with respect to any conduct in this State governed by this chapter or with respect to any claim arising from a transaction subject to this chapter. In addition to any other method provided by rule or by statute, personal jurisdiction over a landlord may be acquired in a civil action or proceeding instituted in the court of common pleas or magistrate court by the service of process in the manner provided by this section.

(b) If a landlord is not a resident of this State or is a corporation not authorized to do business in this State and engaged in any conduct in this State governed by this chapter, or engaged in a transaction subject to this chapter, he may designate an agent upon whom service of process may be made in this State. The agent must be a resident of this State or a corporation authorized to do business in this State. The designation must be in writing and filed with the Secretary of State Attorney General. If no designation is made and filed or if process cannot be served in this State upon the designated agent, process may be served upon the Secretary of State Attorney General, but service upon him is not effective unless the plaintiff or petitioner forthwith mails a copy of the process and pleading by registered or certified mail requiring a signed receipt to the defendant or respondent at his last reasonably ascertainable address. An affidavit of compliance with this section must be filed with the court of the county wherein the action is instituted on or before the return day of the process, if any, or within any further time the court allows."

SECTION 150. Section 30-7-10 of the 1976 Code is amended to read:

"Section 30-7-10. All deeds of conveyance of lands, tenements, or hereditaments, either in fee simple or for life, all deeds of trust or instruments in writing conveying estate, creating a trust in regard to the property, or charging or encumbering it, all mortgages or instruments in writing in the nature of a mortgage of any real property, all marriage settlements, or instruments in the nature of a settlement of a marriage, all leases or contracts in writing made between landlord and tenant for a longer period than twelve months, all statutory liens on buildings and lands for materials or labor furnished on them, all statutory liens on ships and vessels, all certificates of renunciation of dower, all contracts for the purchase and sale of real property, all assignments, satisfactions, releases, and contracts in the nature of subordinations, waivers, and extensions of landlords' liens, laborers' liens, sharecroppers' liens, or other liens on real property created by law or by agreement of the parties and generally all instruments in writing conveying an interest in real estate required by law to be recorded in the office of the register of mesne conveyances or clerk of court in those counties where the office of the register of mesne conveyances has been abolished or in the office of the Secretary of State Department of Commerce delivered or executed after July 31, 1934, except as otherwise provided by statute, are valid so as to affect the rights of subsequent creditors (whether lien creditors or simple contract creditors), or purchasers for valuable consideration without notice, only from the day and hour when they are recorded in the office of the register of mesne conveyances or clerk of court of the county in which the real property affected is situated. In the case of a subsequent purchaser of real estate, or in the case of a subsequent lien creditor on real estate for valuable consideration without notice, the instrument evidencing the subsequent conveyance or subsequent lien must be filed for record in order for its holder to claim under this section as a subsequent creditor or purchaser for value without notice, and the priority is determined by the time of filing for record."

SECTION 151. Section 31-1-110 of the 1976 Code is amended to read:

"Section 31-1-110. Any number of natural persons, not less than three, a majority of whom are citizens of the United States, may become a limited dividend housing corporation by subscribing, acknowledging and filing in the office of the Secretary of State Department of Commerce articles of incorporation, hereinafter called `articles,' setting forth the information required by Chapter 7 of Title 33; except as herein modified or changed."

SECTION 152. Section 31-3-340 of the 1976 Code, as last amended Acts 360 and 361 of 1994, is further amended to read:

"Section 31-3-340. When the council of a municipality adopts a resolution as provided in this chapter, the council shall appoint five persons as commissioners of the authority created for the municipality. However, two additional commissioners may be appointed, for terms of five years, when the authority exercises extraterritorial jurisdiction outside the corporate boundaries of the municipality. These two additional commissioners must reside in the area in which the municipality exercises its extraterritorial jurisdiction. The commissioners who are first appointed must be designated to serve for terms of one, two, three, four, and five years, respectively, from the date of their appointment, but thereafter commissioners must be appointed for a term of office of five years except that all vacancies must be filled for the unexpired term, except that the two additional commissioners for the extraterritorial area must be appointed for terms of five years. No commissioner of an authority may be an officer or employee of the city for which the authority is created. A commissioner shall hold office until his successor has been appointed and has qualified. A certificate of the appointment or reappointment of any commissioner must be filed in the office of the clerk of the circuit court of the county in which the city is located, in the office of the Secretary of State Governor, and in the office of the Secretary of Commerce, and the certificate is conclusive evidence of the due and proper appointment of the commissioner."

SECTION 153. Section 31-3-370 of the 1976 Code, as last amended by Acts 360 and 361 of 1994, is further amended to read:

"Section 31-3-370. For inefficiency, neglect of duty, or misconduct in office a commissioner of an authority may be removed by the council, but a commissioner may be removed only after he has been given a copy of the charges at least ten days before the hearing on it and had an opportunity to be heard in person or by counsel. In the event of the removal of any commissioner a record of the proceedings, together with the charges and findings on it must be filed in the office of the clerk of the circuit court of the county in which the city is located, in the office of the Secretary of State Governor, and in the office of the Secretary of Commerce."

SECTION 154. Section 31-10-30 of the 1976 Code is amended to read:

"Section 31-10-30. (a) Each municipality is authorized to create one or more separate and distinct bodies corporate and politic to be known as a redevelopment commission of the municipality by the passage by the governing body of such municipality of an ordinance creating a commission to function within the territorial limits of the municipality or portion of the municipality; provided, however, no commission may be created with power over the same territorial area as any other commission. Notice of the intent to consider the passage of such ordinance shall be published at least fifteen days prior to first reading of the ordinance creating the commission.

(b) The governing body of a municipality shall not adopt an ordinance pursuant to subsection (a) above unless it finds:

(1) that a blighted area or conservation area exists in whole or in part in such municipality,

(2) that the redevelopment of such areas is necessary in the interest of the public health, safety, morals, or welfare of the residents of such municipality.

(c) The governing body shall cause a certified copy of such ordinance to be filed in the office of the Secretary of State Governor; upon receipt of the certified copy of such ordinance, the Secretary of State Governor shall issue a certificate of incorporation.

(d) In any suit, action, or proceeding involving or relating to the validity or enforcement of any contract or act of a commission, a copy of the certificate of incorporation duly certified by the Secretary of State is admissible in evidence and is conclusive proof of the legal establishment of the commission."

SECTION 155. Section 31-13-30 of the 1976 Code, as last amended by Act 410 of 1992, is further amended to read:

"Section 31-13-30. The Governor shall appoint, with the advice and consent of the Senate, seven persons to be commissioners of the South Carolina State Housing Finance and Development Authority. The seven persons so appointed shall have experience in the fields of mortgage finance, banking, real estate, and home building. The Governor shall appoint a chairman from among the seven commissioners.

The commissioners must be appointed for terms of four years, except that all vacancies must be filled for the unexpired term. A commissioner shall hold office until his successor has been appointed and qualifies. A certificate of the appointment or reappointment of any commissioner must be filed in the office of the Secretary of State Governor and in the office of the Authority, and the certificate is conclusive evidence of the due and proper appointment of the commissioner. The Governor or his designee and the State Commissioner of Health and Environmental Control or his designee from his administrative staff shall serve ex officio as commissioners of the Authority with the same powers as the other commissioners."

SECTION 156. Section 33-1-200 of the 1976 Code is amended to read:

"Section 33-1-200. (a) A document must satisfy the requirements of this section, and of any other section that adds to or varies from these requirements, to be entitled to filing by the Secretary of State Department of Commerce.

(b) Chapters 1 through 20 of this Title must require or permit filing the document in the office of the Secretary of State Department of Commerce.

(c) The document must contain the information required by Chapters 1 through 20 of this Title. It may contain other information as well.

(d) The document must be typewritten or printed.

(e) The document must be in the English language. A corporate name need not be in English if written in English letters or Arabic or Roman numerals, and the certificate of existence required of foreign corporations need not be in English if accompanied by a reasonably authenticated English translation.

(f) The document must be executed:

(1) by the chairman of the board of directors of a domestic or foreign corporation, or by its president, or by another of its officers;

(2) if directors have not been selected or the corporation has not been formed, by an incorporator; or

(3) if the corporation is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary.

(g) The person executing the document shall sign it and state beneath or opposite his signature his name and the capacity in which he signs. The document may but need not contain: (1) the corporate seal, (2) an attestation by the secretary or an assistant secretary, and (3) an acknowledgment, verification, or proof.

(h) If the Secretary of State Department of Commerce has prescribed a mandatory form for the document under Section 33-1-210, the document must be in or on the prescribed form.

(i) The document must be delivered to the office of the Secretary of State Department of Commerce for filing and must be accompanied by one exact or conformed copy (except as provided in Sections 33-5-103 and 33-15-109), the correct filing fee, and any franchise tax, license fee, or penalty required by the act or other law."

SECTION 157. Section 33-1-210 of the 1976 Code, as last amended by Section 512, Act 181 of 1993, is further amended to read:

"Section 33-1-210. (a) The Secretary of State Department of Commerce may prescribe and furnish on request forms for:

(1) an application for a certificate of existence,

(2) a foreign corporation's application for a certificate of authority to transact business in this State,

(3) a foreign corporation's application for a certificate of withdrawal, and

(4) in conjunction with the Department of Revenue and Taxation, the annual report. If the Secretary of State Department of Commerce so requires, use of these forms is mandatory. The Secretary of State Department of Commerce, through regulation, may prescribe a mandatory form in regard to any other forms required or permitted by Chapters 1 through 20 of this Title to be filed in his office. All such mandatory forms must comply with all statutory requirements contained in Chapters 1 through 20 of this Title.

(b) The Secretary of State Department of Commerce may prescribe and furnish on request forms for other documents required or permitted to be filed by Chapters 1 through 20 of this Title but their use is not mandatory."

SECTION 158. Section 33-1-220 of the 1976 Code, as last amended by Act 378 of 1994, is further amended to read:

"Section 33-1-220. (a) The Secretary of State Department of Commerce shall collect the following fees when the documents described in this subsection are delivered to him for filing:

DOCUMENT FEE

(1) Articles of incorporation $ 10.00.

(2) Application for use of indistinguishable name$ 10.00.

(3) Application for reserved name$ 10.00.

(4) Notice of transfer of reserved name$ 3.00.

(5) Application for registered name$ 10.00.

(6) Application for renewal of registered name$ 10.00.

(7) Corporation's statement of change of registered agent or registered office or both$ 10.00.

(8) Agent's statement of change of registered office for each affected corporation $ 2.00.

(9) Agent's statement of resignation$ 3.00.

(10) Amendment of articles of incorporation$ 10.00.

(11) Restatement of articles of incorporation with amendment of articles $ 10.00.

(12) Articles of merger or share exchange$ 10.00.

(13) Articles of dissolution $ 10.00.

(14) Articles of revocation of dissolution$ 10.00.

(15) Certificate of administrative dissolutionNo fee.

(16) Application for reinstatement following administrative dissolution $ 25.00.

(17) Certificate of reinstatementNo fee.

(18) Certificate of judicial dissolutionNo fee.

(19) Application for certificate of authority$ 10.00.

(20) Application for amended certificate of authority$ 10.00.

(21) Application for certificate of withdrawal$ 10.00.

(22) Certificate of revocation of authority to transact business No fee.

(23) Annual report--As provided in Section 12-19-20Fee Paid

to Tax

Commission

(24) Articles of correction $ 10.00.

(25) Application for certificate of existence or authorization$ 2.00.

(26) Any other document required or permitted to be filed by this act $ 10.00.

(b) The Secretary of State Department of Commerce shall collect a fee of ten dollars each time process is served on him under Chapters 1 through 20 of this Title. The party to a proceeding causing service of process is entitled to recover this fee as costs if he prevails in the proceeding.

(c) The Secretary of State Department of Commerce shall collect the following fees for copying and certifying the copy of any filed document relating to a domestic or foreign corporation:

(1) for copying, one dollar for the first page and fifty cents for each additional page; and

(2) two dollars for the certificate.

(d) Before filing any of the following documents, the Secretary of State Department of Commerce shall collect the following taxes which must be remitted to the State Treasurer for use of the State:

(1) articles of incorporation, one hundred dollars plus the minimum license fee imposed pursuant to Chapter 19 of Title 12;

(2) amendment to articles of incorporation, one hundred dollars;

(3) articles of merger or share exchange, one hundred dollars;

(4) application by a foreign corporation for a certificate of authority to do business in South Carolina, one hundred dollars plus the minimum license fee imposed pursuant to Chapter 19 of Title 12;

(5) amendment by a foreign corporation of its certificate of authority, one hundred dollars."

SECTION 159. Section 33-1-230 of the 1976 Code is amended to read:

"Section 33-1-230. (a) Except as provided in subsection (b) of this section and Section 33-1-240(c), a document accepted for filing is effective:

(1) at the time for filing on the date it is filed, as evidenced by the Secretary of State's Department of Commerce's date and time endorsement on the original document; or

(2) at the time specified in the document as its effective time on the date it is filed.

(b) A document may specify a delayed effective time and date, and if it does so the document becomes effective at the time and date specified. If a delayed effective date but no time is specified, the document is effective at the close of business on that date. A delayed effective date for a document may not be later than the ninetieth day after the date it is filed."

SECTION 160. Section 33-1-240 of the 1976 Code is amended to read:

"Section 33-1-240. (a) A domestic or foreign corporation may correct a document filed by the Secretary of State Department of Commerce if the document (1) contains an incorrect statement or (2) was defectively executed, attested, sealed, verified, or acknowledged.

(b) A document is corrected:

(1) by preparing articles of correction that (i) describe the document (including its filing date) or attach a copy of it to the articles, (ii) specify the incorrect statement and the reason it is incorrect or the manner in which the execution was defective, and (iii) correct the incorrect statement or defective execution; and

(2) by delivering the articles to the Secretary of State Department of Commerce for filing.

(c) Articles of correction are effective on the effective date of the document they correct except as to persons relying on the uncorrected document and adversely affected by the correction. As to those persons, articles of correction are effective when filed."

SECTION 161. Section 33-1-250 of the 1976 Code is amended to read:

"Section 33-1-250. (a) If a document delivered to the office of the Secretary of State Department of Commerce for filing satisfies the requirements of Section 33-1-200, the Secretary of State Department of Commerce shall file it.

(b) The Secretary of State Department of Commerce files a document by stamping or otherwise endorsing `Filed', together with his name and official title and the date and time of receipt, on both the original and document copy, together with a further endorsement that the document copy is a true copy of the original document. After filing a document, except as provided in Sections 33-5-103 and 33-15-200, the Secretary of State Department of Commerce shall deliver the document copy to the domestic or foreign corporation or its representative and the document copy must be retained as a part of the permanent records of the corporation.

(c) If the Secretary of State Department of Commerce refuses to file a document, he shall return it to the domestic or foreign corporation or its representative within five days after the document was delivered, together with a brief, written explanation of the reason for his refusal.

(d) The Secretary of State's Department of Commerce's duty to file documents under this section is ministerial. His filing or refusing to file a document does not:

(1) affect the validity or invalidity of the document in whole or part;

(2) relate to the correctness or incorrectness of information contained in the document;

(3) create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect."

SECTION 162. Section 33-1-260 of the 1976 Code is amended to read:

"Section 33-1-260. (a) If the Secretary of State Department of Commerce refuses to file a document delivered to his office for filing, the domestic or foreign corporation may appeal the refusal within thirty days after the return of the document to the Circuit Court of Richland County. The appeal is commenced by petitioning the court to compel filing the document and by attaching to the petition the document and the Secretary of State's Department of Commerce's explanation of his refusal to file.

(b) The court may summarily order the Secretary of State Department of Commerce to file the document or take other action the court considers appropriate.

(c) The court's final decision may be appealed as in other civil proceedings."

SECTION 163. Section 33-1-270 of the 1976 Code is amended to read:

"Section 33-1-270. A certificate attached to a copy of a document filed by the Secretary of State Department of Commerce, bearing his signature (which may be in facsimile) and the seal of this State, is conclusive evidence that the original document is on file with the Secretary of State Department of Commerce and must be taken and received in all courts, public offices, official bodies, and in all proceedings as prima facie evidence of the facts therein stated."

SECTION 164. Section 33-1-280 of the 1976 Code is amended to read:

"Section 33-1-280. (a) Anyone may apply to the Secretary of State Department of Commerce to furnish a certificate of existence for a domestic corporation or a certificate of authorization for a foreign corporation.

(b) A certificate of existence or authorization sets forth:

(1) the domestic corporation's corporate name or the foreign corporation's corporate name used in this State;

(2) that (i) the domestic corporation is duly incorporated under the law of this State, the date of its incorporation, and the period of its duration if less than perpetual; or (ii) the foreign corporation is authorized to transact business in this State;

(3) that all fees, taxes, and penalties owed to the Secretary of State Department of Commerce have been paid;

(4) that the Secretary of State Department of Commerce has not mailed notice to the corporation pursuant to either Section 33-14-210 or 33-15-310 that the corporation is subject to being dissolved or its authority revoked;

(5) that articles of dissolution have not been filed; and

(6) other facts of record in the office of the Secretary of State Department of Commerce that may be requested by the applicant.

(c) Subject to any qualification stated in the certificate, a certificate of existence or authorization issued by the Secretary of State Department of Commerce may be relied upon as conclusive evidence that the domestic or foreign corporation is in existence or is authorized to transact business in this State."

SECTION 165. Section 33-1-290 of the 1976 Code is amended to read:

"Section 33-1-290. (a) A person commits an offense if he signs a document he knows is false in any material respect (including an omission of a material fact necessary in order to make the statements made in light of the circumstances under which they were made, not misleading) with intent that the document be delivered to the Secretary of State Department of Commerce for filing.

(b) An offense under this section is a misdemeanor punishable by a fine of not to exceed five hundred dollars.

(c) Any person who violates subsection (a) is liable to any person who is damaged thereby."

SECTION 166. Section 33-1-300 of the 1976 Code is amended to read:

"Section 33-1-300. The Secretary of State Department of Commerce has the power reasonably necessary to perform the duties required of him by Chapters 1 through 20 of this title."

SECTION 167. Section 33-2-101 of the 1976 Code is amended to read:

"Section 33-2-101. Any person may act as the incorporator of a corporation by delivering articles of incorporation to the Secretary of State Department of Commerce for filing."

SECTION 168. Section 33-2-103 of the 1976 Code is amended to read:

"Section 33-2-103. (a) Unless a delayed effective date is specified, the corporate existence begins when the articles of incorporation are filed.

(b) The Secretary of State's Department of Commerce's filing of the articles of incorporation is conclusive proof that the incorporators satisfied all conditions precedent to incorporation except in a proceeding by the State to cancel or revoke the incorporation or involuntarily dissolve the corporation."

SECTION 169. Section 33-4-101 of the 1976 Code, as last amended by Act 446 of 1990, is further amended to read:

"Section 33-4-101. (a) Except as otherwise authorized by either subsection (f) or (g), a corporate name:

(1) must contain the word `corporation', `incorporated', `company', or `limited', the abbreviation `corp.', `inc.', `co.', or `ltd.', or words or abbreviations of like import in another language; and

(2) may not contain language stating or implying that the corporation is organized for a purpose other than that permitted by Section 33-3-101 and its articles of incorporation.

(b) Except as authorized by subsections (c) and (d), a corporate name must be distinguishable upon the records of the Secretary of State Department of Commerce from:

(1) the corporate name of a corporation incorporated or authorized to transact business in this State;

(2) a corporate name reserved or registered under Section 33-4-102 or 33-4-103;

(3) the fictitious name adopted by a foreign corporation authorized to transact business in this State because its real name is unavailable;

(4) the corporate name of a not-for-profit corporation incorporated or authorized to transact business in this State;

(5) the name of a limited partnership authorized to transact business in this State.

(c) A corporation may apply to the Secretary of State Department of Commerce for authorization to use a name that is not distinguishable upon his records from one or more of the names described in subsection (b). The Secretary of State Department of Commerce shall authorize use of the name applied for if:

(1) the other corporation consents to the use in writing and submits an undertaking in form satisfactory to the Secretary of State Department of Commerce to change its name to a name that is distinguishable upon the records of the Secretary of State Department of Commerce from the name of the applying corporation; or

(2) the applicant delivers to the Secretary of State Department of Commerce a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this State.

(d) A corporation may use the name (including the fictitious name) of another domestic or foreign corporation that is used in this State if the other corporation is incorporated or authorized to transact business in this State and the proposed user corporation:

(1) has merged with the other corporation;

(2) has been formed by reorganization of the other corporation; or

(3) has acquired all or substantially all of the assets, including the corporate name, of the other corporation.

(e) Chapters 1 through 20 of this title does not control the use of fictitious names.

(f) The following corporations are exempt from subsection (a)(1):

(1) a bank, building and loan association, savings and loan association, insurance company, public utility, and railroad;

(2) a corporation which was organized before January 1, 1964, and whose charter or articles of incorporation on the effective date of this Business Corporation Act of 1988 specified a corporate name that would not meet the requirements of subsection (a) of this section, may continue to use that name as its official name;

(3) nonprofit corporation; and

(4) a professional corporation governed by Chapter 19 of this title, but the name of the professional corporation must comply with Section 33-19-150.

(g) Any corporation incorporated in South Carolina which, prior to the effective date of Chapters 1 through 20 of this Title, filed a renewable certificate with the Secretary of State Department of Commerce adopting an `assumed name' pursuant to the provisions of Section 33-5-35 in Section 2 of Act 146 of 1981, and which filed assumed name would not meet the requirements of subsection (a) of this section, may continue to use the name as its name until December 31, 1994, at which time the name of the corporation must meet the requirements of subsections (a) and (b) of this section. If necessary to meet the requirements of subsections (a) and (b), the corporation must amend its articles of incorporation prior to December 31, 1994.

If any corporation incorporated in South Carolina prior to the effective date of Chapters 1 through 20 of this Title adopted an assumed name which complies with all of the provisions of subsections (a) and (b), that assumed name, upon filing of amended articles designating such name as the name of the corporation, is the corporation's name.

No certificate of assumed name may be renewed after the effective date of Chapters 1 through 20 of Title 33, and all such certificates, regardless of stated expiration date, automatically expire on December 31, 1994."

SECTION 170. Section 33-4-102 of the 1976 Code, as last amended by Act 3 of 1991, is further amended to read:

"Section 33-4-102. (a) A person may reserve the exclusive use of a corporate name, including a fictitious name for a foreign corporation whose corporate name is not available, by delivering an application to the Secretary of State Department of Commerce for filing. The application must set forth the name and address of the applicant and the name proposed to be reserved. If the Secretary of State Department of Commerce finds that the corporate name applied for is available, he shall reserve the name for the applicant's exclusive use for a nonrenewable one hundred twenty-day period.

(b) The owner of a reserved corporate name may transfer the reservation to another person by delivering to the Secretary of State Department of Commerce a signed notice of the transfer that states the name and address of the transferee.

(c) The name of a corporation administratively dissolved under Section 33-14-210 is not subject to reservation for a period of two years from the date the Secretary of State Department of Commerce sends a copy of the certificate of dissolution to the corporation as provided by Section 33-14-210(b)."

SECTION 171. Section 33-4-103 of the 1976 Code is amended to read:

"Section 33-4-103. (a) A foreign corporation may register its corporate name, or its corporate name with any addition required by Section 33-15-106, if the name is distinguishable upon the records of the Secretary of State Department of Commerce from the corporate names that are not available under Section 33-4-101(b)(3).

(b) A foreign corporation registers its corporate name, or its corporate name with any addition required by Section 33-15-106, by delivering to the Secretary of State Department of Commerce for filing an application:

(1) setting forth its corporate name, or its corporate name with any addition required by Section 33-15-106, the state or country and date of its incorporation, and a brief description of the nature of the business in which it is engaged; and

(2) accompanied by a certificate of existence (or a document of similar import) from the state or country of incorporation.

(c) The name is registered for the applicant's exclusive use upon the effective date of the application.

(d) A foreign corporation whose registration is effective may renew it for successive years by delivering to the Secretary of State Department of Commerce for filing a renewal application, which complies with the requirements of subsection (b), between October first and December thirty-first of the preceding year. The renewal application, when filed, renews the registration for the following calendar year.

(e) A foreign corporation whose registration is effective may qualify thereafter as a foreign corporation under the registered name or consent in writing to the use of that name by a corporation thereafter incorporated under Chapters 1 through 20 of this Title or by another foreign corporation thereafter authorized to transact business in this State. The registration terminates when the domestic corporation is incorporated or the foreign corporation qualifies or consents to the qualification of another foreign corporation under the registered name."

SECTION 172. Section 33-5-102 of the 1976 Code is amended to read:

"Section 33-5-102. (a) A corporation may change its registered office or registered agent by delivering to the Secretary of State Department of Commerce for filing a statement of change that sets forth:

(1) the name of the corporation;

(2) the street address of its current registered office;

(3) if the current registered office is to be changed, the street address of the new registered office;

(4) the name of its current registered agent;

(5) if the current registered agent is to be changed, the name of the new registered agent and the new agent's written consent (either on the statement or attached to it) to the appointment; and

(6) that after the change or changes are made, the street addresses of its registered office and the business office of its registered agent will be identical.

(b) If a registered agent changes the street address of his business office, he may change the street address of the registered office of any corporation for which he is the registered agent by notifying the corporation in writing of the change and signing (either manually or in facsimile) and delivering to the Secretary of State Department of Commerce for filing a statement that complies with the requirements of subsection (a) and recites that the corporation has been notified of the change."

SECTION 173. Section 33-5-103 of the 1976 Code is amended to read:

"Section 33-5-103. (a) A registered agent may resign his agency appointment by signing and delivering to the Secretary of State Department of Commerce for filing the signed original and two exact or conformed copies of a statement of resignation. The statement may include a statement that the registered office is also discontinued.

(b) After filing the statement the Secretary of State Department of Commerce shall mail one copy to the registered office (if not discontinued) and the other copy to the corporation at its principal office.

(c) The agency appointment is terminated, and the registered office discontinued if so provided, on the thirty-first day after the date on which the statement was filed."

SECTION 174. Section 33-6-102 of the 1976 Code is amended to read:

"Section 33-6-102. (a) If the articles of incorporation so provide, the board of directors may determine, in whole or part, the preferences, limitations, and relative rights (within the limits set forth in Section 33-6-101) of (1) any class of shares before the issuance of any shares of that class or (2) one or more series within a class before the issuance of any shares of that series.

(b) Each series of a class must be given a distinguishing designation.

(c) All shares of a series must have preferences, limitations, and relative rights identical with those of other shares of the same series and, except to the extent otherwise provided in the description of the series, with those of other series of the same class.

(d) Before issuing any shares of a class or series created under this section, the corporation must deliver to the Secretary of State Department of Commerce for filing articles of amendment, which are effective without shareholder action, that set forth:

(1) the name of the corporation;

(2) the text of the amendment determining the terms of the class or series of shares;

(3) the date it was adopted; and

(4) a statement that the amendment was duly adopted by the board of directors."

SECTION 175. Section 33-6-310 of the 1976 Code is amended to read:

"Section 33-6-310. (a) A corporation may acquire its own shares, and shares so acquired constitute authorized but unissued shares.

(b) If the articles of incorporation prohibit the reissue of acquired shares, the number of authorized shares is reduced by the number of shares acquired, effective upon amendment of the articles of incorporation.

(c) The board of directors may adopt articles of amendment under this section without shareholder action and deliver them to the Secretary of State Department of Commerce for filing. The articles must set forth:

(1) the name of the corporation;

(2) the reduction of the number of authorized shares, itemized by class and series; and

(3) the total number of authorized shares, itemized by class and series, remaining after reduction of the shares."

SECTION 176. Section 33-10-102 of the 1976 Code is amended to read:

"Section 33-10-102. Unless the articles of incorporation provide otherwise, a corporation's board of directors may adopt one or more amendments to the corporation's articles of incorporation without shareholder action to:

(1) delete the names and addresses of the initial directors;

(2) delete the name and address of the initial registered agent or registered office, if a statement of change is on file with the Secretary of State Department of Commerce;

(3) change each issued and unissued authorized share of an outstanding class into a greater number of whole shares if the corporation has only shares of that class outstanding;

(4) change the corporate name by substituting the word `corporation', `incorporated', `company', `limited', or the abbreviation `corp.', `inc.', `co.', or `ltd.' for a similar word or abbreviation in the name or by adding, deleting, or changing a geographical attribution for the name; or

(5) make any other change expressly permitted by Chapters 1 thru 20 of this title to be made without shareholder action."

SECTION 177. Section 33-10-106 of the 1976 Code is amended to read:

"Section 33-10-106. A corporation amending its articles of incorporation shall deliver to the Secretary of State Department of Commerce for filing articles of amendment setting forth:

(1) the name of the corporation;

(2) the text of each amendment adopted;

(3) if an amendment provides for an exchange, reclassification, or cancellation of issued shares, provisions for implementing the amendment if not contained in the amendment itself;

(4) the date of each amendment's adoption;

(5) if an amendment was adopted by the incorporators or board of directors without shareholder action, a statement to that effect and that shareholder action was not required;

(6) if an amendment was approved by the shareholders:

(i) the designation, number of outstanding shares, number of votes entitled to be cast by each voting group entitled to vote separately on the amendment, and number of votes of each voting group indisputably represented at the meeting;

(ii) either the total number of votes cast for and against the amendment by each voting group entitled to vote separately on the amendment or the total number of undisputed votes cast for the amendment by each voting group and a statement that the number cast for the amendment by each voting group was sufficient for approval by that voting group."

SECTION 178. Section 33-10-107 of 1976 Code is amended to read:

"Section 33-10-107. (a) A corporation's board of directors may restate its articles of incorporation with or without shareholder action.

(b) The restatement may include amendments to the articles. If the restatement includes an amendment requiring shareholder approval, it must be adopted as provided in Section 33-10-103.

(c) If the board of directors submits a restatement for shareholder action, the corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with Section 33-7-105. The notice must state also that the purpose, or one of the purposes, of the meeting is to consider the proposed restatement and contain or be accompanied by a copy of the restatement that identifies any amendment or other change it would make in the articles.

(d) A corporation restating its articles of incorporation shall deliver to the Secretary of State Department of Commerce for filing articles of restatement setting forth the name of the corporation (and, if it has been changed, all of its former names), the date of filing of its original articles, and the text of the restated articles of incorporation together with a certificate setting forth:

(1) whether the restatement contains an amendment to the articles requiring shareholder approval and, if it does not, that the board of directors adopted the restatement; or

(2) if the restatement contains an amendment to the articles requiring shareholder approval, the information required by Section 33-10-106.

(e) Duly adopted restated articles of incorporation supersede the original articles of incorporation and all amendments to them.

(f) The Secretary of State Department of Commerce may certify restated articles of incorporation, as the articles of incorporation currently in effect, without including the certificate information required by subsection (d)."

SECTION 179. Section 33-10-108 of the 1976 Code is amended to read:

"Section 33-10-108. (a) A corporation's articles of incorporation may be amended without action by the board of directors or shareholders to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under federal statute if the articles of incorporation after amendment contain only provisions required or permitted by Section 33-2-102.

(b) The individual designated by the court shall deliver to the Secretary of State Department of Commerce for filing articles of amendment setting forth:

(1) the name of the corporation;

(2) the text of each amendment approved by the court;

(3) the date of the court's order or decree approving the articles of amendment;

(4) the title of the reorganization proceeding in which the order or decree was entered; and

(5) a statement that the court had jurisdiction of the proceeding under federal statute.

(c) Shareholders of a corporation undergoing reorganization do not have dissenters' rights except as and to the extent provided in the reorganization plan.

(d) This section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan."

SECTION 180. Section 33-11-104 of the 1976 Code is amended to read:

"Section 33-11-104. (a) A parent corporation owning at least ninety percent of the outstanding shares of each class of a subsidiary corporation may merge the subsidiary into itself without approval of the shareholders of the parent or subsidiary.

(b) The board of directors of the parent shall adopt a plan of merger that sets forth the:

(1) names of the parent and subsidiary; and

(2) manner and basis of converting the shares of the subsidiary into shares, obligations, or other securities of the parent or any other corporation or into cash or other property in whole or part.

(c) The parent shall mail a copy or summary of the plan of merger to each shareholder of the subsidiary who does not waive the mailing requirement in writing.

(d) The parent may not deliver articles of merger to the Secretary of State Department of Commerce for filing until at least thirty days after the date it mailed a copy of the plan of merger to each shareholder of the subsidiary who did not waive the mailing requirement.

(e) Articles of merger under this section may not contain amendments to the articles of incorporation of the parent corporation (except for amendments enumerated in Section 33-10-102)."

SECTION 181. Section 33-11-105 of the 1976 Code is amended to read:

"Section 33-11-105. (a) After a plan of merger or share exchange is approved by the shareholders, or adopted by the board of directors if shareholder approval is not required, the surviving or acquiring corporation shall deliver to the Secretary of State Department of Commerce for filing articles of merger or share exchange setting forth:

(1) the plan of merger or share exchange;

(2) if shareholder approval was not required, a statement to that effect;

(3) if approval of the shareholders of one or more corporations party to the merger or share exchange was required:

(i) the designation, number of outstanding shares, and number of votes entitled to be cast by each voting group entitled to vote separately on the plan as to each corporation; and

(ii) either the total number of votes cast for and against the plan by each voting group entitled to vote separately on the plan or the total number of undisputed votes cast for the plan separately by each voting group and a statement that the number cast for the plan by each voting group was sufficient for approval by that voting group.

(b) A merger or share exchange takes effect upon the effective date of the articles of merger or share exchange."

SECTION 182. Section 33-11-107 of the 1976 Code is amended to read:

"Section 33-11-107. (a) Foreign corporations may merge or enter into a share exchange with domestic corporations if:

(1) in a merger, the merger is permitted by the law of the state or country under whose law each foreign corporation is incorporated and each foreign corporation complies with that law in effecting the merger;

(2) in a share exchange, the corporation whose shares are to be acquired is a domestic corporation, whether or not a share exchange is permitted by the law of the state or country under whose law the acquiring corporation is incorporated;

(3) the foreign corporation complies with Section 33-11-105 if it is the surviving corporation of the merger or acquiring corporation of the share exchange; and

(4) each domestic corporation complies with the applicable provisions of Sections 33-11-101 through 33-11-104 and, if it is the surviving corporation of the merger or acquiring corporation of the share exchange, with Section 33-11-105.

(b) Upon the merger or share exchange taking effect, the surviving foreign corporation of a merger and the acquiring foreign corporation of a share exchange is considered to:

(1) appoint the Secretary of State Department of Commerce as its agent for service of process in a proceeding to enforce any obligation or the rights of dissenting shareholders of each domestic corporation party to the merger or share exchange; and

(2) agree that it will pay promptly to the dissenting shareholders of each domestic corporation party to the merger or share exchange the amount, if any, to which they are entitled under Chapter 13.

(c) This section does not limit the power of a foreign corporation to acquire all or part of the shares of one or more classes or series of a domestic corporation through a voluntary exchange or otherwise."

SECTION 183. Section 33-11-108 of the 1976 Code is amended to read:

"Section 33-11-108. (a) A parent corporation owning at least ninety percent of the outstanding shares of each class of a subsidiary corporation may merge itself into the subsidiary without approval of the shareholders of the subsidiary if the plan of merger is submitted to and approved by the shareholders of the parent in accordance with Section 33-11-103.

(b) The board of directors of the parent shall adopt a plan of merger that sets forth the:

(1) names of the parent and subsidiary; and

(2) manner and basis of converting the shares of the parent pro rata into shares of the subsidiary.

(c) The subsidiary shall mail a copy or summary of the plan of merger to each of its shareholders who does not waive the mailing requirement in writing.

(d) The subsidiary may not deliver articles of merger to the Secretary of State Department of Commerce for filing until at least thirty days after the date it mailed a copy of the plan of merger to each of its shareholders who did not waive the mailing requirement.

(e) Articles of merger under this section may not contain amendments to the articles of incorporation of the subsidiary corporation (except for amendments enumerated in Section 33-10-102)."

SECTION 184. Section 33-14-101 of the 1976 Code is amended to read:

"Section 33-14-101. The board of directors or, if the corporation has no directors, a majority of the incorporators of a corporation that has not issued shares or has not commenced business may dissolve the corporation by delivering to the Secretary of State Department of Commerce for filing articles of dissolution that set forth:

(1) the name of the corporation;

(2) the date of its incorporation;

(3) either (i) that none of the corporation's shares has been issued or (ii) that the corporation has not commenced business;

(4) that no debt of the corporation remains unpaid;

(5) that the net assets of the corporation remaining after winding up have been distributed to the shareholders, if shares were issued; and

(6) that a majority of the incorporators or initial directors authorized the dissolution."

SECTION 185. Section 33-14-103 of the 1976 Code is amended to read:

"Section 33-14-103. (a) At any time after dissolution is authorized, the corporation may dissolve by delivering to the Secretary of State Department of Commerce for filing articles of dissolution setting forth:

(1) the name of the corporation;

(2) the names and addresses of its directors;

(3) the names and addresses of its officers;

(4) the date dissolution was authorized;

(5) if dissolution was approved by the shareholders:

(i) the number of votes entitled to be cast on the proposal to dissolve; and

(ii) either the total number of votes cast for and against dissolution or the total number of undisputed votes cast for dissolution and a statement that the number cast for dissolution was sufficient for approval.

(6) If voting by voting groups was required, the information required by item (5) must be provided separately for each voting group entitled to vote separately on the plan to dissolve.

(b) A corporation is dissolved upon the effective date of its articles of dissolution."

SECTION 186. Section 33-14-104 of the 1976 Code is amended to read:

"Section 33-14-104. (a) A corporation may revoke its dissolution within one hundred twenty days of its effective date.

(b) Revocation of dissolution must be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by action of the board of directors alone, in which event the board of directors may revoke the dissolution without shareholder action.

(c) After the revocation of dissolution is authorized, the corporation may revoke the dissolution by delivering to the Secretary of State Department of Commerce for filing, articles of revocation of dissolution, together with a copy of its articles of dissolution, that set forth:

(1) the name of the corporation;

(2) the effective date of the dissolution that was revoked;

(3) the date that the revocation of dissolution was authorized;

(4) if the corporation's board of directors (or incorporators) revoked the dissolution, a statement to that effect;

(5) if the corporation's board of directors revoked a dissolution authorized by the shareholders, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization; and

(6) if shareholder action was required to revoke the dissolution:

(i) the number of votes entitled to be case on the proposal to revoke the dissolution; and

(ii) either the total number of votes cast for and against revocation or the total number of undisputed votes cast for revocation and a statement that the number cast for revocation was sufficient for approval.

(7) If voting by voting groups was required, the information required by item (6) must be separately provided for each voting group entitled to vote separately on the proposal to revoke the dissolution.

(d) Revocation of dissolution is effective upon the effective date of the articles of revocation of dissolution.

(e) When the revocation of dissolution is effective, it relates back to and takes effect as of the effective date of the dissolution and the corporation resumes carrying on its business as if dissolution had never occurred."

SECTION 187. Section 33-14-200 of the 1976 Code, as last amended by Section 513, Act 181 of 1993, is further amended to read:

"Section 33-14-200. (a) The Secretary of State Department of Commerce shall commence a proceeding under Section 33-14-210(a) to dissolve a corporation administratively if:

(1) the corporation does not pay when they are due any franchise taxes, taxes payable under Chapter 7 of Title 12, or penalties imposed by law;

(2) the corporation does not deliver its annual report to the Department of Revenue and Taxation when it is due;

(3) the corporation is without a registered agent or registered office in this State;

(4) the corporation does not notify the Secretary of State Department of Commerce that its registered agent or registered office has been changed, that its registered agent has resigned, or that its registered office has been discontinued; or

(5) the corporation's period of duration stated in its articles of incorporation expires.

(b) The Secretary of State Department of Commerce shall dissolve a corporation under Section 33-14-210(c) if he is notified by the Department of Revenue and Taxation that the corporation has failed to file a required tax return within sixty days of the notice required by Section 12-7-1675."

SECTION 188. Section 33-14-210 of the 1976 Code is amended to read:

"Section 33-14-210. (a) If the Secretary of State Department of Commerce determines that grounds exist under Section 33-14-200(a) for dissolving a corporation, he shall mail written notice of his determination to the corporation.

(b) If the corporation does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the Secretary of State Department of Commerce that each ground determined by the Secretary of State Department of Commerce does not exist within sixty days after the notice required by subsection (a) was mailed, the Secretary of State Department of Commerce shall dissolve the corporation administratively by signing a certificate of dissolution that recites the grounds for dissolution and its effective date. The Secretary of State Department of Commerce shall file the original of the certificate and send a copy to the corporation by registered or certified mail addressed to its registered agent at its registered office or to the office of the secretary of the corporation at its principal office.

(c) If the Secretary of State Department of Commerce is notified by the Tax Commission that the corporation has failed to file a required tax return within sixty days of the notice required by Section 12-7-1675, the Secretary of State Department of Commerce shall dissolve the corporation administratively by signing a certificate of dissolution that recites the grounds for dissolution and its effective date. The Secretary of State Department of Commerce shall file the original of the certificate and send a copy to the corporation by registered or certified mail addressed to its registered agent at its registered office or to the office of the secretary of the corporation at its principal office.

(d) A corporation dissolved administratively continues its corporate existence but may not carry on any business except that necessary to wind up and liquidate its business and affairs under Section 33-14-105 and notify claimants under Sections 33-14-106 and 33-14-107.

(e) The administrative dissolution of a corporation does not terminate the authority of its registered agent."

SECTION 189. Section 33-14-220 of the 1976 Code, as last amended by Section 514, Act 181 of 1993, is further amended to read:

"Section 33-14-220. (a) A corporation dissolved administratively under Section 33-14-210 may apply to the Secretary of State Department of Commerce for reinstatement at any time after the effective date of dissolution. The application must:

(1) recite the name of the corporation and the effective date of its administrative dissolution;

(2) state that the grounds for dissolution either did not exist or have been eliminated;

(3) state that the corporation's name satisfies the requirements of Section 33-4-101; and

(4) contain a certificate from the South Carolina Department of Revenue and Taxation reciting that all taxes, penalties, and interest owed by the corporation, whether assessed or not, have been paid.

(b) If the Secretary of State Department of Commerce determines that the application contains the information required by subsection (a) and that the information is correct, he shall cancel the certificate of dissolution and prepare a certificate of reinstatement that recites his determination and the effective date of reinstatement, file the original of the certificate, and send a copy to the corporation.

(c) When the reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution and the corporation resumes carrying on its business as if the administrative dissolution had never occurred."

SECTION 190. Section 33-14-230 of the 1976 Code is amended to read:

"Section 33-14-230. (a) If the Secretary of State Department of Commerce denies a corporation's application for reinstatement following administrative dissolution, he shall send a written notice that explains the reasons for denial to the corporation by registered or certified mail addressed to its registered agent at its registered office or to the office of the secretary of the corporation at its principal office.

(b) The corporation may appeal the denial of reinstatement to the circuit court for Richland County within thirty days after the notice of denial was received. The corporation appeals by petitioning the court to set aside the dissolution and attaching to the petition copies of the Secretary of State's Department of Commerce's certificate of dissolution, the corporation's application for reinstatement, and the Secretary of State's Department of Commerce's notice of denial.

(c) The court may summarily order the Secretary of State Department of Commerce to reinstate the dissolved corporation or may take other action the court considers appropriate.

(d) The court's final decision may be appealed as in other civil proceedings."

SECTION 191. Section 33-14-330 of the 1976 Code is amended to read:

"Section 33-14-330. (a) If after a hearing the court determines that grounds for judicial dissolution described in Section 33-14-300 exist, it may enter a decree dissolving the corporation and specifying the effective date of the dissolution, and the clerk of court shall deliver a certified copy of the decree to the Secretary of State Department of Commerce, who shall file it without charging any fee.

(b) After entering the decree of dissolution, the court shall direct the winding up and liquidation of the corporation's business and affairs in accordance with Section 33-14-105 and the notification of claimants in accordance with Sections 33-14-106 and 33-14-107."

SECTION 192. Section 33-15-101 of the 1976 Code, as last amended by Act 446 of 1990, is further amended to read:

"Section 33-15-101. (a) A foreign corporation may not transact business in this State until it obtains a certificate of authority from the Secretary of State Department of Commerce.

(b) The following activities, among others, do not constitute transacting business within the meaning of subsection (a):

(1) maintaining, defending, or settling any proceeding;

(2) holding meetings of the board of directors or shareholders or carrying on other activities concerning internal corporate affairs;

(3) maintaining bank accounts;

(4) maintaining offices or agencies for the transfer, exchange, and registration of the corporation's own securities or maintaining trustees or depositories with respect to those securities;

(5) selling through independent contractors;

(6) soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this State before they become contracts;

(7) creating or acquiring any indebtedness, mortgages, and security interests in real or personal property;

(8) securing or collecting any debts or enforcing mortgages, security interests, or any other rights in property securing debts;

(9) owning, without more, real or personal property;

(10) conducting an isolated transaction that is completed within thirty days and that is not one in the course of repeated transactions of a like nature;

(11) transacting business in interstate commerce; or

(12) owning and controlling a subsidiary corporation incorporated in or transacting business within this State.

(c) The list of activities in subsection (b) is not exhaustive."

SECTION 193. Section 33-15-103 of the 1976, as last amended by Act 466 of 1994, is further amended to read:

"Section 33-15-103. (a) A foreign corporation may apply for a certificate of authority to transact business in this State by delivering an application to the Secretary of State Department of Commerce for filing. The application must set forth:

(1) the name of the foreign corporation or, if its name is unavailable for use in this State, a corporation name that satisfies the requirements of Section 33-15-106;

(2) the name of the state or country under whose law it is incorporated;

(3) its date of incorporation and period of duration;

(4) the street address of its principal office;

(5) the address of its proposed registered office in this State and the name of its proposed registered agent at that office;

(6) the names and usual business addresses of its current directors and officers;

(7) a statement of the aggregate number of shares which the corporation has authority to issue, itemized by classes and series, if any, within a class.

(b) The foreign corporation shall deliver with the completed application a certificate of existence (or a document of similar import) duly authenticated by the Secretary of State Director of the Department of Commerce or other official having custody or corporate records in the state or country under whose law it is incorporated.

(c) The foreign corporation shall deliver with the completed application the initial annual report of the corporation as specified in Section 12-19-20 by law."

SECTION 194. Section 33-15-104 of the 1976 Code is amended to read:

"Section 33-15-104. (a) A foreign corporation authorized to transact business in this State must obtain an amended certificate of authority from the Secretary of State Department of Commerce if it changes:

(1) its corporate name;

(2) the period of its duration; or

(3) the state or country of its incorporation.

(b) The requirements of Section 33-15-103 for obtaining an original certificate of authority apply to obtaining an amended certificate under this section."

SECTION 195. Section 33-15-106 of the 1976 Code is amended to read:

"Section 33-15-106. (a) Except as authorized by subsection (f), if the corporate name of a foreign corporation does not satisfy the requirements of Section 33-4-101, the foreign corporation to obtain or maintain a certificate of authority to transact business in this State may:

(1) add `corporation', `incorporated', `company', or `limited' or the abbreviation `corp.', `inc.', `co.', or `ltd.' to its corporate name for use in this State; or

(2) use a fictitious name in this State if its real name is unavailable and it delivers to the Secretary of State Department of Commerce for filing a copy of the resolution of its board of directors, certified by its secretary, adopting the fictitious name which includes one or more of the words or abbreviations in item (1) of this subsection.

(b) Except as authorized by subsections (c) and (d), the corporate name (including a fictitious name) of a foreign corporation must be distinguishable upon the records of the Secretary of State Department of Commerce from:

(1) the corporate name of a corporation incorporated or authorized to transact business in this State;

(2) a corporate name reserved or registered under Section 33-4-102 or 33-4-103;

(3) the fictitious name of another foreign corporation authorized to transact business in this State; and

(4) the corporate name of a not-for-profit corporation incorporated or authorized to transact business in this State.

(c) A foreign corporation may apply to the Secretary of State Department of Commerce for authorization to use in this State the name of another corporation incorporated or authorized to transact business in this State that is not distinguishable upon his records from the name applied for. The Secretary of State department shall authorize use of the name applied for if:

(1) the other corporation consents to the use in writing and submits an undertaking in form satisfactory to the Secretary of State Department of Commerce to change its name to a name that is distinguishable upon the records of the Secretary of State department from the name of the applying corporation; or

(2) the applicant delivers to the Secretary of State Department of Commerce a certified copy of a final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this State.

(d) A foreign corporation may use in this State the name (including the fictitious name) of another domestic or foreign corporation that is used in this State if the other corporation is incorporated or authorized to transact business in this State and the foreign corporation has:

(1) merged with the other corporation;

(2) been formed by reorganization of the other corporation; or

(3) acquired all or substantially all of the assets, including the corporate name, of the other corporation.

(e) If a foreign corporation authorized to transact business in this State changes its corporate name to one that does not satisfy the requirements of Section 33-4-101, it may not transact business in this State under the changed name until it adopts a name satisfying the requirements of Section 33-4-101 and obtains an amended certificate of authority under Section 33-15-104.

(f) If any foreign corporation authorized to transact business in South Carolina had filed, prior to the effective date of Chapters 1 thru 20 of this title, a certificate with the then Secretary of State adopting an assumed name pursuant to Section 33-5-35 in Section 2 of Act 146 of 1981 which does not meet the requirements of either Section 33-4-101(a) and (b) or Section 33-15-106(a) through (e) of Chapters 1 thru 20 of this title, it may continue to use the assumed name as its name until December 31, 1994, at which time the name of the corporation must meet the requirements of Chapters 1 thru 20 of this title and, if necessary to meet them, must be adopted by an amended certificate of authority under Section 33-15-104. If any filed assumed name does not meet the requirements of Section 33-4-101(a) and (b), but does meet the requirements of this section, the corporation may continue to use the name in this State as its name and is not required to file the certificate mentioned in item (2) of subsection (a) of this section."

SECTION 196. Section 33-15-108 of the 1976 Code is amended to read:

"Section 33-15-108. (a) A foreign corporation authorized to transact business in this State may change its registered office or registered agent by delivering to the Secretary of State Department of Commerce for filing a statement of change that sets forth:

(1) its name;

(2) the street address of its current registered office;

(3) if the current registered office is to be changed, the street address of its new registered office;

(4) the name of its current registered agent;

(5) if the current registered agent is to be changed, the name of its new registered agent and the new agent's written consent to the appointment either on the statement or attached to it; and

(6) that, after the changes are made, the street addresses of its registered office and the business office of its registered agent will be identical.

(b) If a registered agent changes the street address of his business office, he may change the street address of the registered office of any foreign corporation for which he is the registered agent by notifying the corporation in writing of the change and signing either manually or in facsimile and delivering to the Secretary of State Department of Commerce for filing a statement of change that complies with the requirements of subsection (a) and recites that the corporation has been notified of the change."

SECTION 197. Section 33-15-109 of the 1976 Code is amended to read:

"Section 33-15-109. (a) The registered agent of a foreign corporation may resign his agency appointment by signing and delivering to the Secretary of State Department of Commerce for filing the original and two exact or conformed copies of a statement of resignation. The statement of resignation may include a statement that the registered office is discontinued also.

(b) After filing the statement, the Secretary of State Department of Commerce shall attach the filing receipt to one copy and mail the copy and receipt to the registered office if not discontinued. The Secretary of State department shall mail the other copy to the foreign corporation at its principal office address shown in its most recent annual report.

(c) The agency appointment is terminated, and the registered office discontinued if so provided, on the thirty-first day after the date on which the statement was filed."

SECTION 198. Section 33-15-200 of the 1976 Code is amended to read:

"Section 33-15-200. (a) A foreign corporation authorized to transact business in this State may not withdraw from this State until it obtains a certificate of withdrawal from the Secretary of State Department of Commerce.

(b) A foreign corporation authorized to transact business in this State may apply for a certificate of withdrawal by delivering an application to the Secretary of State Department of Commerce for filing. The application must set forth:

(1) the name of the foreign corporation and the name of the state or country under whose law it is incorporated;

(2) that it is not transacting business in this State and that it surrenders its authority to transact business in this State;

(3) that it revokes the authority of its registered agent to accept service on its behalf and appoints the Secretary of State Director of the Department of Commerce as its agent for service of process in any proceeding based on a cause of action arising during the time it was authorized to transact business in this State;

(4) a mailing address to which the Secretary of State Director of the Department of Commerce may mail a copy of any process served on him under item (3); and

(5) a commitment to notify the Secretary of State director in the future of any change in its mailing address.

(c) After the withdrawal of the corporation is effective, service of process on the Secretary of State Director of the Department of Commerce under this section is service on the foreign corporation. Upon receipt of process, the Secretary of State director shall mail a copy of the process to the foreign corporation at the mailing address set forth under subsection (b)."

SECTION 199. Section 33-15-300 of the 1976 Code, as last amended by Section 516, Act 181 of 1993, is further amended to read:

"Section 33-15-300. (a) The Secretary of State Department of Commerce shall commence a proceeding under Section 33-15-310 to revoke the certificate of authority of a foreign corporation authorized to transact business in this State if:

(1) the foreign corporation does not deliver its annual report to the Department of Revenue and Taxation when due;

(2) the foreign corporation does not pay, when they are due, any franchise taxes, taxes payable under Chapter 7 6 of Title 12, or penalties imposed by this act or other law;

(3) the foreign corporation is without a registered agent or registered office in this State;

(4) the foreign corporation does not inform the Secretary of State Department of Commerce under Section 33-15-108 or 33-15-109 that its registered agent or registered office has changed, that its registered agent has resigned, or that its registered office has been discontinued;

(5) an incorporator, director, officer, or agent of the foreign corporation signed a document he knew was false in any material respect with intent that the document be delivered to the Secretary of State Department of Commerce for filing;

(6) the Secretary of State Department of Commerce receives a duly authenticated certificate from the Secretary of State department or other official having custody of corporate records in the state or country under whose law the foreign corporation is incorporated stating that it has been dissolved or disappeared as the result of a merger.

(b) The Secretary of State Department of Commerce shall proceed under Section 33-15-310(c) to revoke the certificate of authority of a foreign corporation authorized to transact business in this State if he is notified by the Department of Revenue and Taxation that the corporation has failed to file a required tax return within sixty days of the notice required by Section 12-7-1675 law."

SECTION 200. Section 33-15-310 of the 1976 Code, as last amended by Section 517, Act 181 of 1993, is further amended to read:

"Section 33-15-310. (a) If the Secretary of State Department of Commerce determines that grounds exist under Section 33-15-300(a) for revocation of a certificate of authority, he it shall mail written notice of his determination to the foreign corporation.

(b) If the foreign corporation does not correct each ground for revocation or demonstrate to the reasonable satisfaction of the Secretary of State Department of Commerce that each ground determined by the Secretary of State department does not exist within sixty days after the notice required by subsection (a) was mailed, the Secretary of State department shall revoke the foreign corporation's certificate of authority by signing a certificate of revocation that recites the grounds for revocation and its effective date. The Secretary of State department shall file the original of the certificate and send a copy to the foreign corporation by registered or certified mail addressed to its registered agent at its registered office or to the office of the secretary of the corporation at its principal office.

(c) If the Secretary of State Department of Commerce is notified by the Department of Revenue and Taxation that the foreign corporation has failed to file a required tax return within sixty days of the notice required by Section 12-7-1675 law, the Secretary of State department shall revoke the foreign corporation's certificate of authority by signing a certificate of revocation that recites the grounds for revocation and its effective date. The Secretary of State department shall file the original of the certificate and send a copy to the foreign corporation by registered or certified mail addressed to its registered agent at its registered office or to the office of the secretary of the corporation at its principal office.

(d) The authority of a foreign corporation to transact business in this State ceases on the date shown on the certificate revoking its certificate of authority.

(e) The Secretary of State's Department of Commerce's revocation of a foreign corporation's certificate of authority appoints the Secretary of State Director of the Department of Commerce as the foreign corporation's agent for service of process in any proceeding based on a cause of action which arose during the time the foreign corporation was authorized to transact business in this State. Service of process on the Secretary of State Director of the Department of Commerce under this subsection is service on the foreign corporation. Upon receipt of process, the Secretary of State director shall mail a copy of the process to the secretary of the foreign corporation at its principal office shown in its most recent annual report or in any subsequent communication received from the corporation stating the current mailing address of its principal office or, if none is on file, in its application for a certificate of authority.

(f) Revocation of a foreign corporation's certificate of authority does not terminate the authority of the registered agent of the corporation."

SECTION 201. Section 33-15-320 of the 1976 Code is amended to read:

"Section 33-15-320. (a) A foreign corporation may appeal the Secretary of State's Department of Commerce's revocation of its certificate of authority to the Richland County Circuit Court within thirty days after the certificate of revocation was received. The foreign corporation appeals by petitioning the court to set aside the revocation and attaching to the petition copies of its certificate of authority and the Secretary of State's department certificate of revocation.

(b) The court may summarily order the Secretary of State Department of Commerce to reinstate the certificate of authority or may take any other action the court considers appropriate.

(c) The court's final decision may be appealed as in other civil proceedings."

SECTION 202. Section 33-15-330 of the 1976 Code, as last amended by Section 518, Act 181 of 1993, is further amended:

"Section 33-15-330. (A) A foreign corporation whose certificate of authority has been revoked administratively under Section 33-15-310 may apply to the Secretary of State Department of Commerce for reinstatement at any time after the effective date of revocation. The application must:

(1) recite the name of the foreign corporation and the effective date of its administrative revocation;

(2) state that the grounds for revocation either did not exist or have been eliminated;

(3) state that the foreign corporation's name satisfies the requirements of Section 33-4-101;

(4) contain a certificate from the South Carolina Department of Revenue and Taxation stating that all taxes, penalties, and interest owed by the corporation, whether assessed or not, have been paid.

(B) If the Secretary of State Department of Commerce determines that the application contains the information required by subsection (A) and that the information is correct, he it shall cancel the certificate of revocation and prepare a certificate of reinstatement that recites his determination and the effective date of reinstatement, file the original of the certificate, and send a copy to the foreign corporation.

(C) When the reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative revocation and the foreign corporation may resume carrying on its business as if the administrative revocation had never occurred."

SECTION 203. Section 33-19-109 of the 1976 Code is amended to read:

"Section 33-19-109. (a) A person may incorporate a professional corporation by delivering to the Secretary of State Department of Commerce for filing articles of incorporation that state (1) it is a professional corporation and (2) its purpose is to render the specified professional services.

(b) A corporation incorporated under a general law of this State that is not repealed by this chapter may elect professional corporation status by amending its articles of incorporation to comply with subsection (a) and Section 33-19-150."

SECTION 204. Section 33-19-420 of the 1976 Code is amended to read:

"Section 33-19-420. The Attorney General may commence a proceeding under Sections 33-14-300 through 33-14-330 to dissolve a professional corporation if:

(1) the Secretary of State Department of Commerce or a licensing authority with jurisdiction over a professional service described in the corporation's articles of incorporation serves written notice on the corporation under Section 33-1-300 that it has violated or is violating a provision of this chapter;

(2) the corporation does not correct each alleged violation, or demonstrate to the reasonable satisfaction of the Secretary of State Department of Commerce or licensing authority that it did not occur, within sixty days after service of the notice is perfected under Section 33-1-300; and

(3) the Secretary of State Department of Commerce or licensing authority certifies to the Attorney General a description of the violation, that it notified the corporation of the violation, and that the corporation did not correct it, or demonstrate that it did not occur, within sixty days after perfection of service of the notice."

SECTION 205. Section 33-19-500 of the 1976 Code is amended to read:

"Section 33-19-500. (a) Except as provided in subsection (c), a foreign professional corporation may not transact business in this State until it obtains a certificate of authority from the Secretary of State Department of Commerce.

(b) A foreign professional corporation may not obtain a certificate of authority unless:

(1) its corporate name satisfies the requirements of Section 33-19-150;

(2) it is incorporated for one or more of the purposes described in Section 33-19-110; and

(3) all of its shareholders, not less than one-half of its directors, and all of its officers other than its secretary and treasurer, if any, are licensed in one or more states to render a professional service described in its articles of incorporation.

(c) A foreign professional corporation is not required to obtain a certificate of authority to transact business in this State unless it maintains or intends to maintain an office in this State for conduct of business or professional practice."

SECTION 206. Section 33-19-520 of the 1976 Code is amended to read:

"Section 33-19-520. The Secretary of State Department of Commerce administratively may revoke under Sections 33-15-300 through 33-15-320 the certificate of authority of a foreign professional corporation authorized to transact business in this State if a licensing authority with jurisdiction over a professional service described in the corporation's articles of incorporation certifies to the Secretary of State department that the corporation is in violation of a provision of this chapter and describes the violation in the certificate."

SECTION 207. Section 33-19-700 of the 1976 Code is amended to read:

"Section 33-19-700. (a) Except as set forth in subsections (b), (c), (d), and (e), this chapter applies to a professional corporation formed under Act 784 of 1962 in existence on its effective date.

(b) Section 33-19-109 does not apply to professional corporations formed prior to the effective date of this chapter unless and until its articles of association are amended.

(c) Section 33-19-210 does not apply to any share certificates that are issued and outstanding prior to the effective date of this chapter.

(d) Section 33-19-600 does not apply to any professional corporation in existence prior to the effective date of this chapter that was not on that date required to file its articles of association with a licensing authority. Any professional corporation qualifying for this exemption shall file its articles of association with the first annual report required to be filed pursuant to Section 33-19-610.

(e) Within thirty days after the effective date of this chapter, the Secretary of State Department of Commerce shall send to the president of each professional corporation at the association's address as shown in the association's most recent annual report on file in the office of with the Secretary of State Department of Commerce a written notice stating that:

(1) the association is required to file with the Secretary of State Department of Commerce on or before January 1, 1991, a copy of the association's articles of association and all amendments to the articles;

(2) the articles of association may have to be amended on or before January 1, 1991, in order to comply with Chapter 19 of this title;

(3) all future amendments and restatements of the association's articles of association must be filed with the Secretary of State Department of Commerce and must comply with the requirements of this title; and

(4) no amendment or restatement of the association's articles after the effective date of this chapter may be filed in the office of the clerks of court.

(f) A professional corporation in existence on the effective date of this chapter is not in violation of this chapter for failure to file its articles of association with the Secretary of State as required by subsection (e) or to make any amendments to its articles of association required by this chapter or Chapters 1 through 17 of the South Carolina Business Corporation Act of 1988 until January 1, 1991. The failure of a professional corporation to file its articles of association and any necessary amendments to its articles of association by that date does not:

(1) impair the validity of any contract or act of the professional corporation;

(2) prevent the professional corporation from maintaining or defending any action, suit, or proceeding in any court in this State; or

(3) result in any shareholder not being governed by Section 33-19-340 with respect to liability for professional services.

(g) This chapter does not affect an existing or future right or privilege to render professional services through the use of any other form of business entity."

SECTION 208. Section 33-31-120 of the 1976 Code is amended to read:

"Section 33-31-120. (a) A document must satisfy the requirements of this section, and of any other section that adds to or varies these requirements, to be entitled to filing by the Secretary of State Department of Commerce.

(b) This chapter must require or permit filing the document in the office of the Secretary of State Department of Commerce.

(c) The document must contain the information required by this chapter. It may contain other information as well.

(d) The document must be typewritten or printed.

(e) The document must be in the English language. However, a corporate name need not be in English if written in English letters or Arabic or Roman numerals, and the certificate of existence required of foreign corporations need not be in English if accompanied by a reasonably authenticated English translation.

(f) The document must be executed:

(1) by the presiding officer of its board of directors of a domestic or foreign corporation, its president, or by another of its officers;

(2) if directors have not been selected or the corporation has not been formed by an incorporator; or

(3) if the corporation is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary.

(g) The person executing a document shall sign it and state beneath or opposite the signature his or her name and the capacity in which he or she signs. The document may, but need not, contain:

(1) the corporate seal;

(2) an attestation by the secretary or an assistant secretary; or

(3) an acknowledgement, verification, or proof.

(h) If the Secretary of State Department of Commerce has prescribed a mandatory form for a document under Section 33-31-121, the document must be in or on the prescribed form.

(i) The document must be delivered to the office of the Secretary of State Department of Commerce for filing and must be accompanied by one exact or conformed copy, except as provided in Sections 33-31-503 and 33-31-1509, the correct filing fee, and any franchise tax, license fee, or penalty required by this chapter or other law."

SECTION 209. Section 33-31-121 of the 1976 Code, as added by Section 1, Act 384 of 1994, is amended to read:

"Section 33-31-121. (a) The Secretary of State Department of Commerce may prescribe and furnish on request forms for:

(1) an application for a certificate of existence;

(2) a foreign corporation's application for a certificate of authority to transact business in South Carolina;

(3) a foreign corporation's application for a certificate of withdrawal; and

(4) the notice of change of principal office. If the Secretary of State Department of Commerce so requires, use of these forms is mandatory.

The Secretary of State department through regulation may prescribe a mandatory form with regard to any other forms required or permitted by Chapter 31, Title 33 to be filed in his office. All mandatory forms must comply with the statutory requirements contained in Chapter 31.

(b) The Secretary of State Department of Commerce may prescribe and furnish on request forms for other documents required or permitted to be filed by this chapter, but their use is not mandatory."

SECTION 210. Section 33-31-122 of the 1976 Code, as added by Section 1, Act 384 of 1994, is amended to read:

"Section 33-31-122. (a) The Secretary of State Department of Commerce shall collect the following fees when the documents described in this subsection are delivered for filing:

(1) Articles of incorporation $25.00

(2) Application for use ofindistinguishable name$10.00

(3) Application for reserved name$10.00

(4) Notice of transfer of reserved name$ 3.00

(5) Application for registered name$10.00

(6) Application for renewal of registered name$10.00

(7) Corporation's statement of change of registered agent or registered office or both$10.00

(8) Agent's statement of change of registered office for each affected corporation $ 2.00

(9) Agent's statement of resignation$ 3.00

(10) Amendment of articles of incorporation$10.00

(11) Restatement of articles of incorporation with amendments $10.00

(12) Articles of merger $10.00

(13) Articles of dissolution $10.00

(14) Articles of revocation of dissolution$10.00

(15) Certificate of administrative dissolutionNo Fee

(16) Application for reinstatement following administrative dissolution $25.00

(17) Certificate of reinstatementNo Fee

(18) Certificate of judicial dissolutionNo Fee

(19) Application for certificate of authority$10.00

(20) Application for amended certificate of authority$10.00

(21) Application for certificate of withdrawal$10.00

(22) Certificate of revocation of authority to transact business No Fee

(23) Notice of change of principle office$10.00

(24) Articles of correction $10.00

(25) Application for certificate of existence or authorization$10.00

(26) Notification by existing corporation$10.00

(27) Irrevocable election to be governed$25.00

(28) Any other document required or permitted to be filed by this chapter $10.00

(b) The Secretary of State Department of Commerce shall collect a fee of ten dollars each time process is served on him under Chapter 31 of this title. The party to a proceeding causing service of process is entitled to recover this fee as costs if he prevails in the proceeding.

(c) The Secretary of State Department of Commerce shall collect the following fees for copying and certifying the copy of any filed document relating to a domestic or foreign corporation:

(1) for copying, one dollar for the first page and fifty cents for each additional page; and

(2) two dollars for the certificate."

SECTION 211. Section 33-31-123 of the 1976 Code, as added by Section 1, Act 384 of 1994, is amended to read:

"Section 33-31-123. (a) Except as provided in subsection (b), a document is effective:

(1) at the time of filing on the date it is filed, as evidenced by the Secretary of State's Department of Commerce's endorsement on the original document; or

(2) at the time specified in the document as its effective time on the date it is filed.

(b) A document may specify a delayed effective time and date and if it does so the document becomes effective at the time and date specified. If a delayed effective date but no time is specified, the document is effective at the close of business on that date. A delayed effective date for a document may not be later than the ninetieth day after the date filed."

SECTION 212. Section 33-31-124 of the 1976 Code, as added by Section 1, Act 384 of 1994, is amended to read:

"Section 33-31-124. (a) A domestic or foreign corporation may correct a document filed by the Secretary of State Department of Commerce if the document:

(1) contains an incorrect statement; or

(2) was defectively executed, attested, sealed, verified, or acknowledged.

(b) A document is corrected:

(1) by preparing articles of correction that:

(i) describe the document, including its filing date, or attach a copy of it to the articles;

(ii) specify the incorrect statement and the reason it is incorrect or the manner in which the execution was defective; and

(iii) correct the incorrect statement or defective execution; and

(2) by delivering the articles of correction to the Secretary of State Department of Commerce.

(c) Articles of correction are effective on the effective date of the document they correct except as to persons relying on the uncorrected document and adversely affected by the correction. As to those persons, articles of correction are effective when filed."

SECTION 213. Section 33-31-125 of the 1976 Code, as added by Section 1, Act 384 of 1994, is amended to read:

"Section 33-31-125. (a) If a document delivered to the office of the Secretary of State Department of Commerce for filing satisfies the requirements of Section 33-31-120, the Secretary of State department shall file it.

(b) The Secretary of State Department of Commerce files a document by stamping or otherwise endorsing `filed', together with his name and official title and date and time of receipt, on both the original and document copy, together with a further endorsement that the document is a true copy of the original document. After filing a document, except as provided in Sections 33-31-503 and 33-31-1510, the Secretary of State department shall deliver the document copy to the domestic or foreign corporation or its representative and the document copy must be retained as part of the permanent records of the corporation.

(c) Upon refusing to file a document, the Secretary of State Department of Commerce shall return it to the domestic or foreign corporation or its representative within five days after the document was delivered, together with a brief, written explanation of the reason or reasons for the refusal.

(d) The Secretary of State's Department of Commerce's duty to file documents under this section is ministerial. His Its filing or refusing to file a document does not:

(1) affect the validity or invalidity of the document in whole or in part;

(2) relate to the correctness or incorrectness of information contained in the document; or

(3) except as provided in Section 33-31-127, create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect."

SECTION 214. Section 33-31-126 of the 1976 Code, as added by Section 1, Act 384 of 1994, is amended to read:

"Section 33-31-126. (a) If the Secretary of State Department of Commerce refuses to file a document delivered for filing to the Secretary of State's department's office, the domestic or foreign corporation may appeal the refusal to the court of common pleas for Richland County. The appeal is commenced by petitioning the court to compel filing the document and by attaching to the petition the document and the Secretary of State's department's explanation of the refusal to file.

(b) The court may summarily order the Secretary of State Department of Commerce to file the document or take other action the court considers appropriate.

(c) The court's final decision may be appealed as in other civil proceedings."

SECTION 215. Section 33-31-127 of the 1976 Code, as added by Section 1, Act 384 of 1994, is amended to read:

"Section 33-31-127. A certificate attached to a copy of a document filed by the Secretary of State Department of Commerce, bearing his the signature of the director of the department, which may be in facsimile, and the seal of this State, is conclusive evidence that the original document is on file with the Secretary of State department and must be taken and received in all courts, public offices, official bodies, and in all proceedings as prima facie evidence of the facts therein stated."

SECTION 216. Section 33-31-128 of the 1976 Code, as added by Section 1, Act 384 of 1994, is amended to read:

"Section 33-31-128. (a) A person may apply to the Secretary of State Department of Commerce to furnish a certificate of existence for a domestic corporation or certificate of authorization for a foreign corporation.

(b) The certificate of existence or authorization sets forth:

(1) the domestic corporation's corporate name or the foreign corporation's corporate name used in this State;

(2) that (i) the domestic corporation is duly incorporated under the law of this State, the date of its incorporation, and the period of its duration if less than perpetual; or (ii) that the foreign corporation is authorized to transact business in this State;

(3) that all fees, taxes, and penalties owed to the Secretary of State Department of Commerce have been paid;

(4) that the Secretary of State Department of Commerce has not mailed notice to the corporation pursuant to either Section 33-31-1421 or 33-31-1531 that the corporation is subject to being dissolved or its authority revoked;

(5) that articles of dissolution have not been filed; and

(6) other facts of record in the office of the Secretary of State Department of Commerce that may be requested by the applicant.

(c) Subject to any qualification stated in the certificate, a certificate of existence or authorization issued by the Secretary of State Department of Commerce may be relied upon as conclusive evidence that the domestic or foreign corporation is in existence or is authorized to transact business in this State."

SECTION 217. Section 33-31-129 of the 1976 Code, as added by Section 1, Act 384 of 1994, is amended to read:

"Section 33-31-129. (a) A person commits an offense if he signs a document he knows is false in any material respect, including an omission of a material fact necessary in order to make the statements made in light of the circumstances under which they were made, not misleading, with intent that the document be delivered to the Secretary of State Department of Commerce for filing.

(b) An offense under this section is a misdemeanor punishable by a fine of not to exceed five hundred dollars.

(c) A person who violates subsection (a) is liable to any person who is damaged by the violation."

SECTION 218. Section 33-31-130 of the 1976 Code is amended to read:

"Section 33-31-130. The Secretary of State Department of Commerce has the power reasonably necessary to perform the duties required of the Secretary of State's department's office by this chapter."

SECTION 219. Section 33-31-140(16) of the 1976 Code is amended to read:

"(16) `File', `filed', or `filing' means filed in the office of the Secretary of State Department of Commerce."

SECTION 220. Section 33-31-201 of the 1976 Code, as added by Section 1, Act 384 of 1994, is amended to read:

"Section 33-31-201. One or more persons may act as the incorporator or incorporators of a corporation by delivering articles of incorporation to the Secretary of State Department of Commerce for filing."

SECTION 221. Section 33-31-203 of the 1976 Code, as added by Section 1, Act 384 of 1994, is amended to read:

"Section 33-31-203. (a) Unless a delayed effective date is specified, the corporate existence begins when the articles of incorporation are filed.

(b) The Secretary of State's Department of Commerce's filing of the articles of incorporation is conclusive proof that the incorporators satisfied all conditions precedent to incorporation except in a proceeding by the State to cancel or revoke the incorporation or involuntarily dissolve the corporation."

SECTION 222. Section 33-31-401 of the 1976 Code, as added by Section 1, Act 384 of 1994, is amended to read:

"Section 33-31-401. (a) A corporate name may not contain language stating or implying that the corporation is organized for a purpose other than that permitted by Section 33-31-301 and its articles of incorporation.

(b) Except as authorized by subsections (c) and (d), a corporate name must be distinguishable upon the records of the Secretary of State Department of Commerce from the name appearing upon the records of the Secretary of State department of any other nonprofit or business corporation, professional corporation, or limited partnership incorporated in, formed in, or authorized to do business in South Carolina, or a name reserved, registered, or otherwise filed upon the records of the Secretary of State department.

(c) A corporation may apply to the Secretary of State Department of Commerce for authorization to use a name that is not distinguishable upon the Secretary of State's department's records from one or more of the names described in subsection (b). The Secretary of State department shall authorize use of the name applied for if:

(1) the other corporation consents to the use in writing and submits an undertaking in form satisfactory to the Secretary of State Department of Commerce to change its name to a name that is distinguishable upon the records of the Secretary of State department from the name of the applying corporation; or

(2) the applicant delivers to the Secretary of State Department of Commerce a certified copy of a final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this State.

(d) A corporation may use the name, including the fictitious name, of another domestic or foreign business or nonprofit corporation that is used in this State if the other corporation is incorporated or authorized to do business in this State and the proposed user corporation has:

(1) merged with the other corporation;

(2) been formed by reorganization of the other corporation; or

(3) acquired all or substantially all of the assets, including the corporate name, of the other corporation.

(e) Except for allowing foreign corporations to file for a certificate of authority under a fictitious name as provided in Section 33-31-1506, this chapter does not control the use of fictitious names."

SECTION 223. Section 33-31-402 of the 1976 Code, as added by Section 1, Act 384 of 1994, is amended to read:

"Section 33-31-402. (a) A person may reserve the exclusive use of a corporate name including the corporate name of a foreign corporation or its corporate name with any change required by Section 33-31-1506, by delivering an application to the Secretary of State Department of Commerce for filing which shall set forth the name and address of the applicant and the name proposed to be reserved. Upon finding that the corporate name applied for is available, the Secretary of State department shall reserve the name for the applicant's exclusive use for a nonrenewable one hundred twenty-day period.

(b) The owner of a reserved corporate name may transfer the reservation to another person by delivering to the Secretary of State Department of Commerce a signed notice of the transfer that states the name and address of the transferee."

SECTION 224. Section 33-31-403 of the 1976 Code, as added by Section 1, Act 384 of 1994, is amended to read:

"Section 33-31-403. (a) A foreign corporation may register its corporate name, or its corporate name with any change required by Section 33-31-1506, if the name is distinguishable upon the records of the Secretary of State Department of Commerce from the name appearing upon the records of the Secretary of State department of any other nonprofit or business corporation, professional corporation, or limited partnership incorporated in, formed in, or authorized to do business in this State, or a name reserved or registered upon the records of the Secretary of State department.

(b) A foreign corporation registers its corporate name, or its corporate name with any change required by Section 33-31-1506, by delivering to the Secretary of State Department of Commerce an application:

(1) setting forth its corporate name, or its corporate name with any change required by Section 33-31-1506, the state or country and date of its incorporation, a statement that the foreign corporation is not, and has not done business in South Carolina, and a brief description of the nature of the activities in which it is engaged; and

(2) accompanied by a certificate of existence, or a document of similar import, from the state or country of incorporation current within sixty days of delivery, duly authenticated by the official having custody of the corporation records in the state or country under whose law it is incorporated.

(c) The name is registered for the applicant's exclusive use upon the effective date of the application.

(d) A foreign corporation whose registration is effective may renew it for successive years by delivering to the Secretary of State Department of Commerce for filing a renewal application, which complies with the requirements of subsection (b), between October first and December thirty-first of the preceding year. The renewal application renews the registration for the following calendar year.

(e) A foreign corporation whose registration is effective may qualify thereafter as a foreign corporation under that name or consent in writing to the use of that name by a corporation thereafter incorporated under this chapter or by another foreign corporation thereafter authorized to transact business in this State. The registration terminates when the domestic corporation is incorporated or the foreign corporation qualifies or consents to the qualification of another foreign corporation under the registered name."

SECTION 225. Section 33-31-502 of the 1976 Code, as added by Section 1, Act 384 of 1994, is amended to read:

"Section 33-31-502. (a) A corporation may change its registered office or registered agent by delivering to the Secretary of State Department of Commerce for filing a statement of change that sets forth:

(1) the name of the corporation;

(2) the street address, with zip code, of its current registered office;

(3) if the current registered office is to be changed, the street address, including zip code, of the new registered office;

(4) the name of its current registered agent;

(5) if the current registered agent is to be changed, the name of the new registered agent and the new agent's written consent, either on the statement or attached to it, to the appointment; and

(6) that after the change or changes are made, the street addresses of its registered office and the office of its registered agent which will be identical.

(b) If the street address of a registered agent's office is changed, the registered agent may change the street address of the registered office of any corporation for which the registered agent is the registered agent by notifying the corporation in writing of the change and by signing, either manually or in facsimile, and delivering to the Secretary of State Department of Commerce for filing a statement that complies with the requirements of subsection (a) and recites that the corporation has been notified of the change."

SECTION 226. Section 33-31-503 of the 1976 Code, as added by Section 1, Act 384 of 1994, is amended to read:

"Section 33-31-503. (a) A registered agent may resign as registered agent by signing and delivering to the Secretary of State Department of Commerce the original and two exact or conformed copies of a statement of resignation. The statement may include a statement that the registered office is discontinued also.

(b) After filing the statement the Secretary of State Department of Commerce shall mail one copy to the registered office, if not discontinued, and the other copy to the corporation at its principal office as shown in its articles or most recently filed notice of change of principal office.

(c) The agency appointment is terminated, and the registered office discontinued if so provided, on the thirty-first day after the date on which the statement was filed."

SECTION 227. Section 33-31-505 of the 1976 Code, as added by Section 1, Act 384 of 1994, is amended to read:

"Section 33-31-505. If a corporation changes the location of its principal office, the corporation within thirty days shall file a Notice of Change of Principal Office with the Secretary of State Department of Commerce. The Notice of Change of Principal Office shall set forth:

(a) The name of the corporation; and

(b) The current street address with zip code of the corporation's principal office and the former principal office address."

SECTION 228. Section 33-31-704 of the 1976 Code, as added by Section 1, Act 384 of 1994, is amended to read:

"Section 33-31-704. (a) Unless limited or prohibited by the articles or bylaws, action required or permitted by this chapter to be approved by the members may be approved without a meeting of members if the action is approved by members holding at least eighty percent of the voting power. The action must be evidenced by one or more written consents describing the action taken, signed by those members representing at least eighty percent of the voting power, and delivered to the corporation for inclusion in the minutes or filing with the corporate records.

(b) If not otherwise determined under Section 33-31-703 or 33-31-707, the record date for determining members entitled to take action without a meeting is the date the first member signs the consent under subsection (a).

(c) A consent signed under this section has the effect of a meeting vote and may be described as such in any document filed with the Secretary of State Department of Commerce.

(d) Written notice of member approval pursuant to this section must be given to all members who have not signed the written consent. If written notice is required, member approval pursuant to this section is effective ten days after the written notice is given."

SECTION 229. Section 33-31-1001 of the 1976 Code, as added by Section 1, Act 384 of 1994, is amended to read:

"Section 33-31-1001. (a) A corporation may amend its articles of incorporation to add or change a provision that is required or permitted in the articles or to delete a provision not required in the articles. Whether a provision is required or permitted in the articles is determined as of the effective date of the amendment.

(b) A corporation either designated on the records of the Office of the Secretary of State Department of Commerce as a public benefit or religious corporation, or which qualifies as such pursuant to Section 33-31-1707, may amend or restate its articles of incorporation so that it becomes designated as a mutual benefit corporation only if notice, including a copy of the proposed amendment or restatement, has been delivered to the Attorney General at least twenty days before consummation of the amendment or restatement.

(c) Except as provided in Section 33-31-611(c), a member of the corporation does not have a vested property right resulting from any provision in the articles of incorporation or bylaws."

SECTION 230. Section 33-31-1002 of the 1976 Code, as added by Section 1, Act 384 of 1994, is amended to read:

"Section 33-31-1002. (a) Unless the articles provide otherwise, a corporation's board of directors may adopt one or more amendments to the corporation's articles without member approval:

(1) to extend the duration of the corporation if it was incorporated at a time when limited duration was required by law;

(2) to delete the names and addresses of the initial directors;

(3) to delete the name and address of the initial registered agent or registered office, if a statement of change is on file with the Secretary of State Department of Commerce;

(4) to change the corporate name by substituting the word `corporation', `incorporated', `company', `limited', or the abbreviation `corp.', `inc.', `co.', or `ltd.', for a similar word or abbreviation in the name, or by adding, deleting, or changing a geographical attribution to the name; or

(5) to make any other change expressly permitted by this chapter to be made by director action;

(6) with respect to a corporation incorporated before the effective date of this chapter, to include, consistent with its purpose, a statement of whether the corporation is a public benefit, mutual benefit, or religious corporation.

(b) If a corporation has no members, or has no members entitled to vote on the amendment to the articles, its incorporators, until directors are chosen, and thereafter its board of directors, may adopt one or more amendments to the corporation's articles subject to any approval required pursuant to Section 33-31-1030. The corporation shall provide notice of any meeting at which an amendment is to be voted upon. The notice must be in accordance with Section 33-31-822(c). The notice also must state that the purpose, or one of the purposes, of the meeting is to consider a proposed amendment to the articles and contain or be accompanied by a copy or summary of the amendment or state the general nature of the amendment. The amendment must be approved by a majority of the directors in office at the time the amendment is adopted."

SECTION 231. Section 33-31-1005 of the 1976 Code, as added by Section 1, Act 384 of 1994, is amended to read:

"Section 33-31-1005. A corporation amending its articles shall deliver to the Secretary of State Department of Commerce articles of amendment setting forth:

(1) the name of the corporation;

(2) the text of each amendment adopted;

(3) the date of each amendment's adoption;

(4) if approval of members was not required, a statement to that effect and a statement that the amendment was approved by a sufficient vote of the board of directors or incorporators;

(5) if approval by members was required:

(i) the designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on the amendment, and number of votes of each class indisputably voting on the amendment; and

(ii) either the total number of votes cast for and against the amendment by each class entitled to vote separately on the amendment or the total number of undisputed votes cast for the amendment by each class and a statement that the number cast for the amendment by each class was sufficient for approval by that class;

(6) if approval of the amendment by some person or persons other than the members, the board, or the incorporators is required pursuant to Section 33-31-1030, a statement that the approval was obtained;

(7) if an amendment provides for an exchange, reclassification, or cancellation of memberships, provisions for implementing the amendment if not contained in the amendment itself must be included in the articles."

SECTION 232. Section 33-31-1006 of the 1976 Code, as added by Section 1, Act 384 of 1994, is amended to read:

"Section 33-31-1006. (a) A corporation's board of directors may restate its articles of incorporation with or without approval by members or any other person.

(b) The restatement may include one or more amendments to the articles. If the restatement includes an amendment requiring approval by the members or any other person, it must be adopted as provided in Section 33-31-1003.

(c) If the restatement includes an amendment requiring approval by members, the board must submit the restatement to the members for their approval.

(d) If the board seeks to have the restatement approved by the members at the membership meeting, the corporation shall notify each of its members of the proposed membership meeting in writing in accordance with Section 33-31-705. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the proposed restatement and contain or be accompanied by a copy or summary of the restatement that identifies any amendments or other change it would make in the articles.

(e) If the board seeks to have the restatement approved by the members by written ballot or written consent, the material soliciting the approval shall contain or be accompanied by a copy or other change it would make in the articles.

(f) A restatement requiring approval by the members must be approved by the same vote as an amendment to articles under Section 33-31-1003.

(g) If the restatement includes an amendment requiring approval pursuant to Section 33-31-1030, the board must submit the restatement for such approval.

(h) A corporation restating its articles shall deliver to the Secretary of State Department of Commerce articles of restatement setting forth the name of the corporation and the text of the restated articles of incorporation together with a certificate setting forth:

(1) whether the restatement contains an amendment to the articles requiring approval by the members or any other person other than the board of directors and, if it does not, that the board of directors adopted the restatement; or

(2) if the restatement contains an amendment to the articles requiring approval by the members, the information required by Section 33-31-1005; and

(3) if the restatement contains an amendment to the articles requiring approval by a person whose approval is required pursuant to Section 33-31-1030, a statement that the approval was obtained.

(i) Duly adopted restated articles of incorporation supersede the original articles of incorporation and all amendments to them.

(j) The Secretary of State Department of Commerce may certify restated articles of incorporation, as the articles of incorporation currently in effect, without including the certificate information required by subsection (h).

(k) If the restatement provides for an exchange, reclassification, or cancellation of memberships, provisions for implementing the restatement if not contained in the restatement itself must be included in the restated articles.

(l) Restated articles of incorporation shall include all statements required to be included in original articles of incorporation except that no statement is required to be made with respect to the names and addresses of the incorporators or the initial or present registered office or agent."

SECTION 233. Section 33-31-1007 of the 1976 Code, as added by Section 1, Act 384 of 1994, is amended to read:

"Section 33-31-1007. (a) A corporation's articles may be amended without board approval or approval by the members or approval required pursuant to Section 33-31-1030 to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under federal statute if the articles after amendment contain only provisions required or permitted by Section 33-31-202.

(b) A corporation's articles may be amended in a proceeding brought by the Attorney General in the court of common pleas for Richland County to correct the statement in the articles of incorporation with regard to whether the corporation is a public benefit or mutual benefit corporation or, subject to the provisions of Section 33-31-180, a religious corporation.

(c) Any individual designated by the court shall deliver to the Secretary of State Department of Commerce articles of amendment setting forth:

(1) the name of the corporation;

(2) the text of each amendment approved by the court;

(3) the date of the court's order or decree approving the articles of amendment;

(4) the title of the reorganization proceeding in which the order or decree was entered; and

(5) a statement that the court had jurisdiction of the proceeding under federal statute.

(d) Subsection (a) does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan."

SECTION 234. Section 33-31-1102 of the 1976 Code, as added by Section 1, Act 384 of 1994, is amended to read:

"Section 33-31-1102. (a) Without the prior approval of the court of common pleas of Richland County in a proceeding in which the Attorney General has been given written notice, a public benefit or religious corporation may merge only with:

(1) a public benefit or religious corporation;

(2) a foreign corporation that would qualify under this chapter as a public benefit or religious corporation;

(3) a foreign or domestic business; mutual benefit corporation; or a corporation chartered directly by special act of the General Assembly, a city, county, or other governmental unit other than the Secretary of State Department of Commerce, provided the public benefit or religious corporation is the surviving corporation and continues to be a public benefit or religious corporation after the merger; or,

(4) a foreign or domestic business or mutual benefit corporation, provided that:

(i) on or before the effective date of the merger, assets with a value equal to the greater of the fair market value of the net tangible and intangible assets, including goodwill, of the public benefit corporation or religious corporation or the fair market value of the public benefit corporation or religious corporation if it were to be operated as a business concern are transferred or conveyed to one or more persons who would have received its assets under Section 33-31-1406(a)(5) and (6) had it dissolved;

(ii) it shall return, transfer, or convey any assets held by it upon condition requiring return, transfer, or conveyance, which condition occurs by reason of the merger, in accordance with such condition; and

(iii) the merger is approved by a majority of directors of the public benefit or religious corporation who are not and will not become members or shareholders in or officers, employees, agents, or consultants of the surviving corporation.

(b) At least twenty days before consummation of a merger of a public benefit corporation or a religious corporation pursuant to subsection (a)(4), notice, including a copy of the proposed plan of merger, must be delivered to the Attorney General.

(c) No member of a public benefit or religious corporation may receive or keep anything as a result of a merger other than a membership or membership in the surviving public benefit or religious corporation.

(d) Where approval or consent is required by this section, it must be given if the transaction is consistent with the purposes of the public benefit or religious corporation or is otherwise in the public interest."

SECTION 235. Section 33-31-1104 of the 1976 Code, as added by Section 1, Act 384 of 1994, is amended to read:

"Section 33-31-1104. After a plan of merger is approved by the board of directors of each merging corporation and if required by Section 33-31-1103 by the members and any other persons, the surviving corporation shall deliver to the Secretary of State Department of Commerce articles of merger setting forth:

(1) the plan of merger;

(2) if approval of members was not required, a statement to that effect and a statement that the plan was approved by a sufficient vote of the board of directors of each corporation;

(3) if approval by the members of one or more corporations was required:

(i) the designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on the plan, and number of votes of each class indisputably voting on the plan; and

(ii) either the total number of votes cast for and against the plan by each class entitled to vote separately on the plan or the total number of undisputed votes cast for the plan by each class and a statement that the number cast for the plan by each class was sufficient for approval by that class;

(4) If approval of the plan by some person or persons other than the members of the board is required pursuant to Section 33-31-1103(a)(3), a statement that the approval was obtained;

(5) Unless a delayed effective date is specified, a merger takes effect when the articles of merger are filed."

SECTION 236. Section 33-31-1106 of the 1976 Code, as added by Section 1, Act 384 of 1994, is amended to read:

"Section 33-31-1106. (a) Except as provided in Section 33-31-1102, one or more foreign business or nonprofit corporations may merge with one or more domestic nonprofit corporations if:

(1) the merger is permitted by the law of the state or country under whose law each foreign corporation is incorporated and each foreign corporation complies with that law in effecting the merger;

(2) the foreign corporation complies with Section 33-31-1104 if it is the surviving corporation of the merger; and

(3) each domestic nonprofit corporation complies with the applicable provisions of Sections 33-31-1101 through 33-31-1103 and, if it is the surviving corporation of the merger, with Section 33-31-1104.

(b) Upon the merger taking effect, the surviving foreign business or nonprofit corporation is deemed to have irrevocably appointed the Secretary of State Director of the Department of Commerce as its agent for service of process in any proceeding brought against it."

SECTION 237. Section 33-31-1401 of the 1976 Code, as added by Section 1, Act 384 of 1994, is amended to read:

"Section 33-31-1401. (a) The incorporators of a corporation that has no members and that does not yet have initial directors, upon written consents signed by a majority of the incorporators, or through a vote of a majority of the incorporators at a meeting of the incorporators, subject to any approval required by the articles or bylaws, may dissolve the corporation by delivering to the Secretary of State Department of Commerce articles of dissolution.

(b) The incorporators in approving dissolution shall adopt a plan of dissolution indicating to whom the assets owned or held by the corporation will be distributed after all creditors have been paid."

SECTION 238. Section 33-31-1403 of the 1976 Code, as added by Section 1, Act 384 of 1994, is amended to read:

"Section 33-31-1403. (a) A public benefit or religious corporation shall give the Attorney General written notice that it intends to dissolve at or before the time it delivers articles of dissolution to the Secretary of State Department of Commerce. The notice shall include a copy or summary of the plan of dissolution.

(b) No assets may be transferred or conveyed by a public benefit or religious corporation as part of the dissolution process until twenty days after it has given the written notice required by subsection (a) to the Attorney General or until the Attorney General has consented in writing to the dissolution, or indicated in writing that he will take no action in respect to the transfer or conveyance, whichever is earlier.

(c) When all or substantially all of the assets of a public benefit corporation have been transferred or conveyed following approval of dissolution, the board shall deliver to the Attorney General a list showing those, other than creditors, to whom the assets were transferred or conveyed. The list shall indicate the addresses of each person, other than creditors, who received assets and indicate what assets each received."

SECTION 239. Section 33-31-1404 of the 1976 Code, as added by Section 1, Act 384 of 1994, is amended to read:

"Section 33-31-1404. (a) At any time after dissolution is authorized, the corporation may dissolve by delivering to the Secretary of State Department of Commerce articles of dissolution setting forth:

(1) the name of the corporation;

(2) the date dissolution was authorized;

(3) a statement that dissolution was approved by a sufficient vote of the board, or incorporators if dissolution is pursuant to Section 33-31-1401;

(4) if approval of members was not required, a statement to that effect and a statement that dissolution was approved by a sufficient vote of the board of directors or incorporators;

(5) if approval by members was required:

(i) the designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on dissolution, and number of votes of each class indisputably voting on dissolution; and

(ii) either the total number of votes cast for and against dissolution by each class entitled to vote separately on dissolution or the total number of undisputed votes cast for dissolution by each class and a statement that the number cast for dissolution by each class was sufficient for approval by that class;

(6) if approval of dissolution by some person or persons other than the members, the board, or the incorporators is required pursuant to Section 33-31-1402(a)(3), a statement that the approval was obtained; and

(7) if the corporation is a public benefit or religious corporation, that the notice to the Attorney General required by Section 33-31-1403(a) has been given.

(b) A corporation is dissolved upon the effective date of its articles of dissolution."

SECTION 240. Section 33-31-1405 of the 1976 Code, as added by Act 384 of 1994, is amended to read:

"Section 33-31-1405. (a) A corporation may revoke its dissolution within one hundred twenty days of its effective date.

(b) Revocation of dissolution must be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by action of the board of directors alone, in which event the board of directors may revoke the dissolution without action by the members or any other person.

(c) After the revocation of dissolution is authorized, the corporation may revoke the dissolution by delivering to the Secretary of State Department of Commerce for filing articles of revocation of dissolution, together with a copy of its articles of dissolution, that set forth:

(1) the name of the corporation;

(2) the effective date of the dissolution that was revoked;

(3) the date that the revocation of dissolution was authorized;

(4) if the corporation's board of directors, or incorporators, revoked the dissolution, a statement to that effect;

(5) if the corporation's board of directors revoked a dissolution authorized by the members alone or in conjunction with another person, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization; and

(6) if member or third person action was required to revoke the dissolution, the information required by Section 33-31-1404(a)(5) and (6).

(d) Revocation of dissolution is effective upon the effective date of the articles of revocation of dissolution.

(e) When the revocation of dissolution is effective, it relates back to and takes effect as of the effective date of the dissolution and the corporation resumes carrying on its activities as if dissolution had never occurred."

SECTION 241. Section 33-31-1420 of the 1976 Code, as added by Act 384 of 1994, is amended to read:

"Section 33-31-1420. The Secretary of State Department of Commerce may commence a proceeding under Section 33-31-1421 to administratively dissolve a corporation if the:

(1) corporation does not deliver a report of change of principal office when due;

(2) corporation is without a registered agent or registered office in this State;

(3) corporation does not notify the Secretary of State Department of Commerce that its registered agent or registered office has been changed, that its registered agent has resigned, or that its registered office has been discontinued;

(4) corporation's period of duration, if any, stated in its articles of incorporation expires; or

(5) corporation has been adjudicated bankrupt pursuant to Chapter 7 of the United States Bankruptcy Code."

SECTION 242. Section 33-31-1421 of the 1976 Code, as added by Act 384 of 1994, is amended to read:

"Section 33-31-1421. (a) Upon determining that one or more grounds exist under Section 33-31-1420(a) for dissolving a corporation, the Secretary of State Department of Commerce may serve the corporation with written notice of that determination under Section 33-31-504, and in the case of a public benefit corporation shall also notify the Attorney General in writing.

(b) If the corporation does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the Secretary of State Department of Commerce that each ground determined by the Secretary of State department does not exist within at least sixty days after service of the notice is perfected under Section 33-31-504, the Secretary of State department shall administratively dissolve the corporation by signing a certificate of dissolution that recites the ground or grounds for dissolution and its effective date. The Secretary of State department shall file the original of the certificate and serve a copy on the corporation under Section 33-31-504, and in the case of a public benefit or religious corporation shall notify the Attorney General in writing.

(c) A corporation administratively dissolved continues its corporate existence but may not carry on any activities except those necessary to wind up and liquidate its affairs under Section 33-31-1406 and notify its claimants under Sections 33-31-1407 and 33-31-1408.

(d) The administrative dissolution of a corporation does not terminate the authority of its registered agent."

SECTION 243. Section 33-31-1422 of the 1976 Code, as added by Act 384 of 1994, is amended to read:

"Section 33-31-1422. (a) A corporation administratively dissolved under Section 33-31-1421 may apply to the Secretary of State Department of Commerce for reinstatement within two years after the effective date of dissolution. The application must:

(1) recite the name of the corporation and the effective date of its administrative dissolution;

(2) state that the ground or grounds for dissolution either did not exist or have been eliminated;

(3) state that the corporation's name satisfies the requirements of Section 33-31-401.

(b) If the Secretary of State Department of Commerce determines that the application contains the information required by subsection (a) and that the information is correct, the Secretary of State department shall cancel the certificate of dissolution and prepare a certificate of reinstatement reciting that determination and the effective date of reinstatement, file the original of the certificate, and serve a copy on the corporation under Section 33-31-504.

(c) When reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution and the corporation shall resume carrying on its activities as if the administrative dissolution had never occurred."

SECTION 244. Section 33-31-1423 of the 1976 Code, as added by Act 384 of 1994, is amended to read:

"Section 33-31-1423. (a) The Secretary of State Department of Commerce, upon denying a corporation's application for reinstatement following administrative dissolution, shall serve the corporation by registered or certified mail addressed to its registered agent at its registered office or to the office of the secretary of the corporation at its principal office with a written notice that explains the reason or reasons for denial.

(b) The corporation may appeal the denial of reinstatement to the court of common pleas for Richland County within thirty days after service of the notice of denial is perfected. The corporation appeals by petitioning the court to set aside the dissolution and attaching to the petition copies of the Secretary of State's Department of Commerce's certificate of dissolution, the corporation's application for reinstatement, and the Secretary of State's department's notice of denial.

(c) The court may summarily order the Secretary of State Department of Commerce to reinstate the dissolved corporation or may take other action the court considers appropriate.

(d) The court's final decision may be appealed as in other civil proceedings."

SECTION 245. Section 33-31-1433 of the 1976 Code, as added by Act 384 of 1994, is amended to read:

"Section 33-31-1433. (a) If after a hearing the court determines that one or more grounds for judicial dissolution described in Section 33-31-1430 exist, it may enter a decree dissolving the corporation and specifying the effective date of the dissolution, or may order any other form of relief which it deems proper in the circumstances, and the clerk of the court shall deliver a certified copy of the decree to the Secretary of State Department of Commerce, who shall file it without charging a fee.

(b) After entering the decree of dissolution, the court shall direct the winding up and liquidation of the corporation's affairs in accordance with Section 33-31-1406 and the notification of its claimants in accordance with Sections 33-31-1407 and 33-31-1408."

SECTION 246. Section 33-31-1501 of the 1976 Code, as added by Act 384 of 1994, is amended to read:

"Section 33-31-1501. (a) A foreign corporation may not transact business in this State until it obtains a certificate of authority from the Secretary of State Department of Commerce.

(b) The following activities, among others, do not constitute transacting business within the meaning of subsection (a):

(1) maintaining, defending, or settling any proceeding;

(2) holding meetings of the board of directors or members or carrying on other activities concerning internal corporate affairs;

(3) maintaining bank accounts;

(4) maintaining offices or agencies for the transfer, exchange, and registration of memberships or securities or maintaining trustees or depositaries with respect to those securities;

(5) selling through independent contractors;

(6) soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this State before they become contracts;

(7) creating or acquiring indebtedness, mortgages, and security interests in real or personal property;

(8) securing or collecting debts or enforcing mortgages and security interests or any other rights in property securing the debts;

(9) owning, without more, real or personal property;

(10) conducting an isolated transaction that is completed within thirty days and that is not one in the course of repeated transactions of a like nature;

(11) transacting business in interstate commerce;

(12) soliciting those contributions as are defined in Section 33-55-20(3) or any succeeding statute of like tenor and effect.

(b) The list of activities in subsection (b) is not exhaustive."

SECTION 247. Section 33-31-1503 of the 1976 Code, as added by Act 384 of 1994, is amended to read:

"Section 33-31-1503. (a) A foreign corporation may apply for a certificate of authority to transact business in this State by delivering an application to the Secretary of State Department of Commerce. The application must set forth:

(1) the name of the foreign corporation or, if its name is unavailable for use in this State, a corporate name that satisfies the requirements of Section 33-31-1506;

(2) the name of the state or country under whose law it is incorporated;

(3) the date of incorporation and period of duration;

(4) the street address, including zip code, of its principal office;

(5) the street address, including zip code, of its proposed registered office in this State and the name of its proposed registered agent at that office;

(6) the names and usual business addresses, including zip codes, of its current directors and officers;

(7) whether the foreign corporation has members; and

(8) whether the corporation, if it had been incorporated in this State, would be a public benefit, mutual benefit or religious corporation.

(b) The foreign corporation shall deliver with the completed application a certificate of existence, or a document of similar import, duly authenticated by the Secretary of State Department of Commerce or other official having custody of corporate records in the state or country under whose law it is incorporated within sixty days of the date that it is filed in this State."

SECTION 248. Section 33-31-1504 of the 1976 Code, as added by Act 384 of 1994, is amended to read:

"Section 33-31-1504. (a) A foreign corporation authorized to transact business in this State must obtain an amended certificate of authority from the Secretary of State Department of Commerce if it changes:

(1) its corporate name;

(2) the period of its duration; or

(3) the state or country of its incorporation.

(b) The requirements of Section 33-31-1503 for obtaining an original certificate of authority apply to obtaining an amended certificate under this section."

SECTION 249. Section 33-31-1506 of the 1976 Code, as added by Act 384 of 1994, is amended to read:

"Section 33-31-1506. (a) If the corporate name of a foreign corporation does not satisfy the requirements of Section 33-31-401, the foreign corporation, to obtain or maintain a certificate of authority to transact business in this State, may use a fictitious name to transact business in this State if its real name is unavailable and it delivers to the Secretary of State Department of Commerce for filing a copy of the resolution of its board of directors, certified by its secretary, adopting the fictitious name.

(b) Except as authorized by subsections (c) and (d), the corporate name, including a fictitious name, of a foreign corporation must be distinguishable upon the records of the Secretary of State Department of Commerce from the name appearing upon the records of the Secretary of State department of any other nonprofit corporation, business corporation, professional corporation, or limited partnership incorporated in, formed in, or authorized to do business in this State, or a name reserved, registered, or otherwise filed upon the records of the Secretary of State department.

(c) A foreign corporation may apply to the Secretary of State Department of Commerce for authorization to use in this State the name of another corporation, incorporated or authorized to transact business in this State, that is not distinguishable upon the records of the Secretary of State department from the name applied for. The Secretary of State department shall authorize use of the name applied for if:

(1) the other corporation consents to the use in writing and submits an undertaking in form satisfactory to the Secretary of State Department of Commerce to change its name to a name that is distinguishable upon the records of the Secretary of State department from the name of the applying corporation; or

(2) the applicant delivers to the Secretary of State Department of Commerce a certified copy of a final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this State.

(d) A foreign corporation may use in this State the name, including the fictitious name, of another domestic or foreign business or nonprofit corporation that is used in this State if the other corporation is incorporated or authorized to transact business in this State and the foreign corporation:

(1) has merged with the other corporation;

(2) has been formed by reorganization of the other corporation; or

(3) has acquired all or substantially all of the assets, including the corporate name, of the other corporation.

(e) If a foreign corporation authorized to transact business in this State changes its corporate name to one that does not satisfy the requirements of Section 33-31-401, it may not transact business in this State under the changed name until it adopts a name satisfying the requirements of Section 33-31-401 and obtains an amended certificate of authority under Section 33-31-1504."

SECTION 250. Section 33-31-1508 of the 1976 Code, as added by Act 384 of 1994, is amended to read:

"Section 33-31-1508. (a) A foreign corporation authorized to transact business in this State may change its registered office or registered agent by delivering to the Secretary of State Department of Commerce for filing a statement of change that sets forth:

() the name of the corporation;

() the street address of its current registered office;

() if the current registered office is to be changed, the street address of its new registered office;

() the name of its current registered agent;

() if the current registered agent is to be changed, the name of its new registered agent and the new agent's written consent, either on the statement or attached to it, to the appointment; and

() that after the change or changes are made, the street addresses of its registered office and the office of its registered agent will be identical.

(b) If the street address of a registered agent's office is changed, the registered agent may change the street address of the registered office of any corporation for which the registered agent is the registered agent by notifying the corporation in writing of the change and by signing, either manually or in facsimile, and delivering to the Secretary of State Department of Commerce for filing a statement that complies with the requirements of subsection (a) and recites that the corporation has been notified of the change."

SECTION 251. Section 33-31-1509 of the 1976 Code, as added by Act 384 of 1994, is amended to read:

"Section 33-31-1509. (a) The registered agent of a foreign corporation may resign as agent by signing and delivering to the Secretary of State Department of Commerce the original and two exact or conformed copies of a statement of resignation. The statement may include a statement that the registered office is also discontinued.

(b) After filing the statement, the Secretary of State Department of Commerce shall mail one copy to the registered office, if not discontinued, and the other copy to the corporation at its principal office as shown in its application for certificate of authority or most recent notice of change of principal office.

(c) The agency appointment is terminated, and the registered office discontinued if so provided, on the thirty-first day after the date on which the statement was filed."

SECTION 252. Section 33-31-1515 of the 1976 Code, as added by Act 384 of 1994, is amended to read:

"Section 33-31-1515. If a foreign corporation changes the location of its principal office, then within thirty days of the date of the change the corporation shall file a notice of change of principal office with the Secretary of State Department of Commerce. The notice of change shall set forth:

(1) the name of the corporation; and

(2) the current street address, with zip code, of the corporation's principal office and the address of the former principal office."

SECTION 253. Section 33-31-1520 of the 1976 Code, as added by Act 384 of 1994, is amended to read:

"Section 33-31-1520. (a) A foreign corporation authorized to transact business in this State may not withdraw from this State until it obtains a certificate of withdrawal from the Secretary of State Department of Commerce.

(b) A foreign corporation authorized to transact business in this State may apply for a certificate of withdrawal by delivering an application to the Secretary of State Department of Commerce for filing. The application must set forth:

(1) the name of the foreign corporation and the name of the state or country under whose law it is incorporated;

(2) that it is not transacting business in this State and that it surrenders its authority to transact business in this State;

(3) that it revokes the authority of its registered agent to accept service on its behalf and appoints the Secretary of State Director of the Department of Commerce as its agent for service of process in any proceeding based on a cause of action arising during the time it was authorized to do business in this State;

(4) a mailing address to which the Secretary of State Director of the Department of Commerce may mail a copy of any process served on him under item (3); and

(5) a commitment to notify the Secretary of State Department of Commerce during the six years following the delivery of the certificate of withdrawal of any change in the mailing address.

(c) After the withdrawal of the corporation is effective, service of process on the Secretary of State Director of the Department of Commerce under this section is service on the foreign corporation. Upon receipt of process, the Secretary of State director shall mail a copy of the process to the foreign corporation at the post office address set forth in its application for withdrawal."

SECTION 254. Section 33-31-1530 of the 1976 Code, as added by Act 384 of 1994, is amended to read:

"Section 33-31-1530. (a) The Secretary of State Department of Commerce may commence a proceeding under Section 33-31-1531(a) to revoke the certificate of authority of a foreign corporation authorized to transact business in this State if:

(1) the foreign corporation does not deliver a notice of change of principal office when due;

(2) the foreign corporation is without a registered agent or registered office in this State;

(3) the foreign corporation does not inform the Secretary of State department that its registered agent or registered office has been changed, that its registered agent has resigned, or that its registered office has been discontinued;

(4) the corporation's period of duration, if any, stated in its articles of incorporation expires;

(5) the Secretary of State department receives a duly authenticated certificate from the Secretary of State or other official having custody of corporate records in the state or country under whose law the foreign corporation is incorporated stating that it has been dissolved or disappeared as the result of a merger; or,

(6) that the corporation has been adjudicated bankrupt pursuant to Chapter 7 of the United States Bankruptcy Code.

(b) The Richland County Court of Common Pleas under Section 33-31-1531(b) may revoke the certificate of authority of a foreign corporation authorized to transact business in this State in a proceeding by the Attorney General if it is established that:

(1) the corporation obtained its articles of incorporation through fraud;

(2) the corporation has continued to exceed or abuse the authority conferred upon it by law;

(3) the corporation is a public benefit corporation and the assets are being misapplied or wasted;

(4) the corporation is a public benefit corporation and it is no longer able to carry out its purposes;

(5) the corporation has improperly solicited money or has fraudulently used the money solicited; or,

(6) the corporation has carried on, conducted, or transacted its business or affairs in a persistently fraudulent or illegal manner.

The enumeration of the grounds in items (1) through (6) revoking the authority shall not exclude actions or special proceedings by the Attorney General or other state official for revoking the authority of a foreign nonprofit corporation for other causes as provided in this chapter or in any other statute of this State."

SECTION 255. Section 33-31-1531 of the 1976 Code, as added by Act 384 of 1994, is amended to read:

"Section 33-31-1531. (a) Upon determining that one or more grounds exist under Section 33-31-1530(a) to revoke a certificate of authority of a foreign nonprofit corporation, the Secretary of State Department of Commerce may serve the foreign corporation with written notice of that determination pursuant to Section 33-31-1510.

If the foreign corporation does not correct each ground for revocation or demonstrate to the reasonable satisfaction of the Secretary of State department that each ground for revocation determined by the Secretary of State department does not exist within sixty days after service of the notice is perfected under Section 33-31-1510, the Secretary of State department shall revoke the foreign corporation's certificate of authority by signing a certificate of revocation that recites the ground or grounds for revocation and its effective date. The Secretary of State department shall file the original of the certificate and serve a copy on the foreign corporation under Section 33-31-1510 and, in the case of a public benefit corporation, shall notify the Attorney General in writing.

(b) If the court of Common Pleas of Richland County determines that one or more grounds for revoking the foreign nonprofit's authority to transact business as described in Section 33-31-1530(b) exists, it may enter a decree dissolving the corporation and specifying the effective date of the dissolution, and the clerk of the court shall deliver a certified copy of the decree to the Secretary of State Department of Commerce, who shall file it without charging any fee.

Before revoking the foreign nonprofit corporation's authority to transact business in this State, the court shall consider whether:

(1) there are reasonable alternatives to revoking the authority;

(2) revoking the authority is in the public interest, if the corporation is a public benefit corporation; and,

(3) revoking the authority is the best way of protecting the interests of members, if the corporation is a mutual benefit corporation.

The court of common pleas of Richland County may order any other form of relief which it deems proper in the circumstances.

(c) The authority of a foreign corporation to transact business in this State ceases on the date shown on the certificate revoking its certificate of authority.

(d) The Secretary of State's Department of Commerce's or Richland County Court of Common Pleas revocation of a foreign corporation's certificate of authority appoints the Secretary of State Director of the Department of Commerce the foreign corporation's agent for service of process in any proceeding based on a cause of action that arose during the time the foreign corporation was authorized to transact business in this State. Service of process on the Secretary of State director under this subsection is service on the foreign corporation. Upon receipt of process, the Secretary of State director shall mail a copy of the process to the secretary of the foreign corporation at its principal office shown in its most recent notice of change of principal office or in any subsequent communications received from the corporation stating the current mailing address of its principal office, or, if none are on file, in its application for a certificate of authority.

(e) Revocation of a foreign corporation's certificate of authority does not terminate the authority of the registered agent of the corporation."

SECTION 256. Section 33-31-1532 of the 1976 Code, as added by Act 384 of 1994, is amended to read:

"Section 33-31-1532. (a) A foreign corporation may appeal the Secretary of State's Department of Commerce's revocation of its certificate of authority to the Richland County Court of Common Pleas within thirty days after the service of the certificate of revocation was received. The foreign corporation appeals by petitioning the court to set aside the revocation and attaching to the petition copies of its certificate of authority and the Secretary of State's Department of Commerce's certificate of revocation.

(b) The court may summarily order the Secretary of State Department of Commerce to reinstate the certificate of authority or may take any other action the court considers appropriate.

(c) The court's final decision may be appealed as in other civil proceedings."

SECTION 257. Section 33-31-1601 of the 1976 Code, as added by Act 384 of 1994, is amended to read:

"Section 33-31-1601. (a) A corporation shall keep as permanent records minutes of all meetings of its members and board of directors, a record of all actions taken by the members or directors without a meeting, and a record of all actions taken by committees of the board of directors as authorized by Section 33-31-825(d).

(b) A corporation shall maintain appropriate accounting records.

(c) A corporation or its agent shall maintain a record of its members in a form that permits preparation of a list of the name and address of all members, in alphabetical order by class, showing the number of votes each member is entitled to cast.

(d) A corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.

(e) A corporation shall keep a copy of the following records at its principal office:

(1) its articles or restated articles of incorporation and all amendments to them currently in effect;

(2) its bylaws or restated bylaws and all amendments to them currently in effect;

(3) resolutions adopted by its board of directors relating to the characteristics, qualifications, rights, limitations, and obligations of members or any class or category of members;

(4) the minutes of all meetings of members and records of all actions approved by the members for the past three years;

(5) all written communications to members generally within the past three years, including the financial statements furnished for the past three years under Section 33-31-1620;

(6) a list of the names and business or home addresses of its current directors and officers; and

(7) its most recent report of each type required to be filed by it with the Secretary of State Department of Commerce under this chapter."

SECTION 258. Section 33-31-1701 of the 1976, as added by Act 384 of 1994, is amended to read:

"Section 33-31-1701. (a) This chapter applies to all domestic corporations which on this chapter's effective date were governed by Title 33, Chapter 31 of the 1976 Code.

(b) This chapter applies to each domestic corporation in existence on its effective date, organized other than under Title 33, Chapter 31, Code of Laws of South Carolina, 1976, upon such corporation's filing with the Secretary of State Department of Commerce an irrevocable election to be governed by the provisions of this chapter. The irrevocable election shall contain all the information required by, and may include any other matter permitted by, Section 33-31-202 (except that information required by subsection (a)(4), relating to the incorporators, is not required). The irrevocable election shall be signed by the presiding officer of its board (or other governing body), its president, by another of its officers, or any other person, regardless of designation, whose functions are those of, or equivalent to such officer.

(c) This chapter applies to all domestic corporations resulting from the merger of any corporation with a corporation organized under this chapter, when the latter is designated as the surviving corporation."

SECTION 259. Section 33-31-1706 of the 1976 Code, as added by Act 384 of 1994, is amended to read:

"Section 33-31-1706. (a) On the effective date of this chapter, each domestic corporation that is or becomes subject to this chapter shall be designated as a public benefit, mutual benefit, or religious corporation as follows:

(1) any corporation designated by statute as a public benefit corporation, a mutual benefit corporation, or a religious corporation is the type of corporation designated by statute;

(2) any corporation that does not come within subsection (1) but is organized primarily or exclusively for religious purposes is a religious corporation;

(3) any corporation that does not come within subsection (1) or (2) but that is recognized as exempt under section 501(c)(3) of the Internal Revenue Code, or any successor provision, is a public benefit corporation;

(4) any corporation that does not come within subsection (1), (2) or (3), but that is organized for a public or charitable purpose and that upon dissolution must distribute its assets to a public benefit corporation, the United States, a state, or a person that is recognized as exempt under section 501(c)(3) of the Internal Revenue Code or any successor provision, is a public benefit corporation; and

(5) any corporation that does not come within subsection (1), (2), (3), or (4) is a mutual benefit corporation.

(b) In any filing with the Secretary of State Department of Commerce, an existing corporation may elect designation as a public benefit, mutual benefit, or religious corporation."

SECTION 300. Section 33-31-1707 of the 1976 Code, as added by Act 384 of 1994, is amended to read:

"Section 33-31-1707. (a) All domestic corporations in existence on May 10, 1994 which are governed by this chapter, and all foreign nonprofit corporations authorized to transact business in this State on May 10, 1994 which do not then have on file with the then Secretary of State either a current registered office or a current registered agent at that office shall file on or before January 2, 1996, `Notification by Existing Corporation' form. Such form shall designate:

(1) the name of the corporation;

(2) the street address of the registered office in this State with zip code; and,

(3) the name of the registered agent whose office address shall be identical with the registered office.

(b) If any domestic or foreign corporation fails to make the filing required by subsection (a) on or before January 2, 1996, it is considered as of January 2, 1996, to have designated the Secretary of State Director of the Department of Commerce as its agent upon whom process against it may be served in any action or proceeding arising in any court in this State. Service of process is made by delivering to and leaving with the Secretary of State director, or with any person designated by him to receive such service, duplicate copies of the process, notice, or demand. The Secretary of State director immediately shall cause copies to be forwarded by certified mail addressed to the corporation at (1) the headquarters or principal office of the domestic corporation designated upon its declaration and petition for incorporation or application for qualification of a foreign corporation, (2) the last address of the domestic or foreign corporation known to the plaintiff, and (3) with respect to a foreign corporation, any registered office in the jurisdiction of incorporation (which address shall be as provided to the Secretary of State director by the plaintiff). All costs of mailing shall be paid by the plaintiff and the Secretary of State director may charge a fee of twenty dollars for the service.

(c) All domestic corporations in existence on May 10, 1994 which are governed by this chapter, and all foreign nonprofit corporations authorized to transact business in this State on May 10, 1994 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)."

SECTION 301. Section 33-35-30 of the 1976 Code is amended to read:

"Section 33-35-30. Corporations may be organized hereunder by any three or more persons who shall make, subscribe, acknowledge and file articles of incorporation in the office of the Secretary of State Department of Commerce, and shall obtain approval thereof by the Secretary of State department.

The articles of incorporation shall contain:

(1) The name of the proposed corporation, which shall include the word `Incorporated' or `Inc.' The name shall not be the same as, or deceptively similar to, the name of any other domestic corporation, or any foreign corporation authorized to do business in this State.

(2) The purpose for which the corporation is organized.

(3) The qualification of members and the manner of their admission.

(4) The term for which it is to exist, which may be perpetual.

(5) The names and residences of the subscribers.

(6) By what officers the affairs of the corporation are to be managed, and the times at which they will be elected or appointed.

(7) The names of the officers who are to serve until the first election or appointment under the articles of incorporation.

(8) The number of persons constituting the first board of directors, managers, or trustees, which shall not be less than three, and the names and addresses of the persons who are to serve as directors, managers, or trustees until the first election thereof.

(9) By whom the bylaws of the corporation are to be made, altered or rescinded.

(10) By whom and in what manner amendments to the articles of incorporation may be proposed and adopted.

(11) Any provision which the incorporators may choose to insert for the conduct of the affairs of the corporation and any provision creating, dividing, limiting and regulating the powers of the corporation, the directors, managers or trustees, and the members, including, but not limited to, provisions establishing classes of membership and limiting voting rights to one or more of such classes.

(12) The articles of incorporation shall be in writing, subscribed by not less than three natural persons competent to contract and acknowledged by all of the subscribers before an officer authorized to take acknowledgments, and filed in the office of the Secretary of State Department of Commerce for approval. A duplicate copy so subscribed and acknowledged may also be filed."

SECTION 302. Section 33-35-40 of the 1976 Code is amended to read:

"Section 33-35-40. When the articles of incorporation have been filed in the office of the Secretary of State Department of Commerce and approved by him it and the filing fee herein specified has been paid, the subscribers thereof and their associates and successors shall constitute a corporation. The approval of the articles of incorporation by the Secretary of State department shall be indicated by his endorsement thereof with the date and time of approval on the original. The original shall be filed in the records of his office. If a duplicate is received with the original, it shall, on receipt of the fee required for certified copies, be so endorsed, certified and returned to the person from whom it is received."

SECTION 303. Section 33-35-50 of the 1976 Code, as last amended by Act 361 of 1992, is further amended to read:

"Section 33-35-50. Upon filing any articles of incorporation, amendment thereof or other paper relating to the incorporation, merger, consolidation or dissolution of any corporation not for profit in the office of the Secretary of State Department of Commerce, the following fees shall be paid to him it for the use of the State:

(1) A filing fee of ten dollars for the filing and approval of articles of incorporation.

(2) A fee of one dollar for the first page, fifty cents for each additional page and two dollars for authentication for furnishing certified copies of articles of incorporation or other documents concerning a corporation not for profit.

(3) A fee of five dollars in each case for filing papers relating to dissolution or amendment of articles of incorporation.

(4) A fee of ten dollars for filing the annual report.

[For tax years beginning on or after January 1, 1993, this section reads as follows:] Upon filing any articles of incorporation, amendment thereof, or other paper relating to the incorporation, merger, consolidation, or dissolution of any corporation not for profit in the office of the Secretary of State Department of Commerce, the following fees must be paid to him it for the use of the State:

(1) a filing fee of ten dollars for the filing and approval of articles of incorporation;

(2) a fee of one dollar for the first page, fifty cents for each additional page and two dollars for authentication for furnishing certified copies of articles of incorporation or other documents concerning a corporation not for profit;

(3) a fee of five dollars in each case for filing papers relating to dissolution or amendment of articles of incorporation."

SECTION 304. Section 33-35-60 of the 1976 Code is amended to read:

"Section 33-35-60. Any corporation incorporated hereunder may amend its charter by resolution as provided in the bylaws. In any case, the charter or articles of incorporation shall be amended and the amendment incorporated therein only when the amendment has been filed with the Secretary of State Department of Commerce, approved by him it, and all filing fees have been paid."

SECTION 305. Section 33-35-70 of the 1976 Code is amended to read:

"Section 33-35-70. The Secretary of State Department of Commerce shall conform any articles of incorporation supplied by his its office for `corporations not for profit' to the provisions of Sections 33-35-10 and 33-35-20."

SECTION 306. Section 33-35-120 of the 1976 Code is amended to read:

"Section 33-35-120. Any corporation organized for the purposes herein mentioned which shall have accomplished the purpose for which it has been organized or which may desire to wind up its affairs may do so upon a vote of a two-thirds majority of its members at a meeting of which published notice or written notice mailed to each member shall be given. Such notice shall state the purpose of the proposed meeting. A certificate stating such facts shall be filed with the Secretary of State Department of Commerce."

SECTION 307. Section 33-35-130 of the 1976 Code is amended to read:

"Section 33-35-130. A certified copy of the charter and any amendment thereof from the Secretary of State Department of Commerce or from the clerk of the court or register of mesne conveyances of the county in which such charter is required to be recorded shall be sufficient evidence of the incorporation of any corporation chartered under this chapter and of any amendment to its certificate of incorporation."

SECTION 308. Section 33-35-140 of the 1976 Code is amended to read:

"Section 33-35-140. All papers required to be filed hereunder and all charters or amendments thereof that may be granted shall be filed under proper numbers and indexed by the Secretary of State Department of Commerce. The charter or amendment shall be recorded within thirty days after receipt in the office of the clerk of court or register of mesne conveyances in the county in which the corporation is organized."

SECTION 309. Section 33-37-210 of the 1976 Code is amended to read:

"Section 33-37-210. Twenty-five or more persons, a majority of whom shall be residents of this State, who may desire to create a business development corporation under the provisions of this chapter for the purpose of promoting, developing and advancing the prosperity and economic welfare of the State and, to that end, to exercise the powers and privileges provided in this chapter, may be incorporated in the following manner. Such persons shall, by declaration of charter filed with the Secretary of State Department of Commerce, under their hands and seals, set forth:

(1) The name of the corporation, which shall include the words `Business Development Corporation of South Carolina';

(2) The location of the principal office of the corporation; and

(3) The purposes for which the corporation is founded, which shall include the following: The purposes of the corporation shall be to promote, stimulate, develop and advance the business prosperity and economic welfare of this State and its citizens; to encourage and assist through loans, investments or other business transactions, in the location of new business and industry in this State and to rehabilitate and assist existing business and industry; and so to stimulate and assist in the expansion of all kinds of business activity which will tend to promote the business development and maintain the economic stability of this State, provide maximum opportunities for employment, encourage thrift and improve the standard of living of the citizens of this State; similarly, to cooperate and act in conjunction with other organizations, public or private, in the promotion and advancement of industrial, commercial, agricultural and recreational developments in this State; and to provide financing for the promotion, development and conduct of all kinds of business activity in this State."

SECTION 310. Section 33-37-260 of the 1976 Code, as last amended by Act 123 of 1995, is further amended to read:

"Section 33-37-260. The charter may be amended by the votes of the stockholders and the members of the corporation voting separately by classes. The amendments require approval by the affirmative vote of two thirds of the votes to which the stockholders are entitled and two thirds of the votes to which the members are entitled. No amendment of the charter which is inconsistent with the general purposes expressed in this chapter or which eliminates or curtails the right of the Secretary of State Department of Commerce to examine the corporation or the obligation of the corporation to make reports as provided by law may be made without amendment of this chapter. No amendment of the charter which increases the obligation of a member to make loans to the corporation, makes a change in the principal amount, interest rate, or maturity date or in the security or credit position of an outstanding loan of a member to the corporation, affects a member's right to withdraw from membership as provided in Section 33-37-430, or affects a member's voting rights as provided in Sections 33-37-440 and 33-37-450 may be made without the consent of each member affected by the amendment."

SECTION 311. Section 33-37-270 of the 1976 Code is amended to read:

"Section 33-37-270. Within thirty days after any meeting at which an amendment of the charter has been adopted articles of amendment signed and sworn to by the president, treasurer and a majority of the directors, setting forth such amendment and the due adoption thereof, shall be submitted to the Secretary of State Department of Commerce, who shall examine them and, if he finds that they conform to the requirements of this chapter, shall so certify and endorse his approval thereon. Thereupon, the articles of amendment shall be filed in the office of the Secretary of State Department of Commerce, and no such amendment shall take effect until such articles of amendment shall have been filed as aforesaid."

SECTION 312. Section 33-39-210 of the 1976 Code is amended to read:

"Section 33-39-210. Ten or more persons, a majority of whom shall be residents of the same county of the State, who may desire to create a business development corporation under the provisions of this chapter for the purpose of promoting, developing and advancing the prosperity and economic welfare of the county and, to that end, to exercise the powers and privileges provided in this chapter, may be incorporated in the following manner. Such persons shall, by declaration of charter filed with the Secretary of State Department of Commerce, under their hands and seals, set forth:

(1) The name of the corporation, which shall include the words `Business Development Corporation of ____ County';

(2) The location of the principal office of the corporation within the county; and

(3) The purposes for which the corporation is founded, which shall include the following: To promote, stimulate, develop and advance the business prosperity and economic welfare of the county in which formed and its citizens; to encourage and assist through loans, investments or other business transactions in the location of new business and industry in the county and to rehabilitate and assist existing business and industry; and so to stimulate and assist in the expansion of all kinds of business activity which will tend to promote the business development and maintain the economic stability of the county, provide maximum opportunities for employment, encourage thrift and improve the standard of living of the citizens of the county; to cooperate and act in conjunction with other organizations, public or private, in the promotion and advancement of industrial, commercial, agricultural and recreational developments in the county; and to provide financing for the promotion, development and conduct of all kinds of business activity in the county."

SECTION 313. Section 33-39-260 of the 1976 Code is amended to read:

"Section 33-39-260. The charter may be amended by the votes of the stockholders and the members of the corporation, voting separately by classes, and such amendments shall require approval by the affirmative vote of two thirds of the votes to which the stockholders shall be entitled and two thirds of the votes to which the members shall be entitled; provided, that no amendment of the charter which is inconsistent with the general purposes expressed in this chapter, which authorizes any additional class of capital stock to be issued or which eliminates or curtails the right of the Secretary of State Department of Commerce to examine the corporation or the obligation of the corporation to make reports as provided by law shall be made without amendment of this chapter; and provided, further, that no amendment of the charter which increases the obligation of a member to make loans to the corporation, makes any change in the principal amount, interest rate or maturity date or in the security or credit position of any outstanding loan of a member to the corporation, affects a member's right to withdraw from membership as provided in Section 33-39-430 or affects a member's voting rights as provided in Sections 33-39-440 and 33-39-450 shall be made without the consent of each member affected by such amendment."

SECTION 314. Section 33-39-270 of the 1976 Code is amended to read:

"Section 33-39-270. Within thirty days after any meeting at which amendment of the charter has been adopted articles of amendment signed and sworn to by the president, treasurer and a majority of the directors, setting forth such amendment and the due adoption thereof, shall be submitted to the Secretary of State Department of Commerce, who shall examine them and, if he finds that they conform to the requirements of this chapter, shall so certify and endorse his approval thereon. Thereupon, the articles of amendment shall be filed in the office of the Secretary of State Department of Commerce, and no such amendment shall take effect until such articles of amendment shall have been filed as aforesaid."

SECTION 315. Section 33-41-1110 of the 1976 Code, as added by Act 448 of 1994, is amended to read:

"Section 33-41-1110. (A) To become and to continue as a registered limited liability partnership, a partnership shall file with the Secretary of State Department of Commerce an application or a renewal application, as the case may be, stating the name of the partnership; the address of its principal office, if the partnership's principal office is not located in this State; the address of a registered office, and the name and address of a registered agent for service of process in this State, which the partnership will be required to maintain; the number of partners; a brief statement of the business in which the partnership engages, and that the partnership applies for status or renewal of its status, as the case may be, as a registered limited liability partnership.

(B) The application or renewal application must be executed by a majority in interest of the partners or by one or more partners authorized to execute an application or renewal application.

(C) The application or renewal application must be accompanied by a fee of one hundred dollars.

(D) The Secretary of State Department of Commerce shall register as a registered limited liability partnership and shall renew the registration of any registered limited liability partnership, any partnership that submits a completed application or renewal application with the required fee.

(E) Registration is effective for one year after the date an application is filed unless voluntarily withdrawn pursuant to Section 33-41-1190. Registration, whether pursuant to an original application or a renewal application, as a registered limited liability partnership is renewed if during the sixty-day period preceding the date the application or renewal application otherwise would have expired the partnership files with the Secretary of State Department of Commerce a renewal application. A renewal application expires one year after the date an original application would have expired if the last renewal of the application had not occurred.

(F) The status of a partnership as a registered limited liability partnership may not be affected by changes after the filing of an application or a renewal application in the information stated in the application or renewal application.

(G) The Secretary of State Department of Commerce may provide forms for application or for renewal of registration."

SECTION 316. Section 33-41-1160 of the 1976 Code, as last amended by Act 60 of 1995, is further amended to read:

"Section 33-41-1160. (A) A foreign limited liability partnership may apply for a certificate of authority to transact business in this State by delivering an application to the Secretary of State Department of Commerce for filing. The application must set forth:

(1) the name of the foreign limited liability partnership that satisfies the requirements of Section 33-41-1120;

(2) the name of the state or country under which it is organized;

(3) its date of organization;

(4) the street address of its proposed registered office in this State and the name of its proposed registered agent at that office; and

(5) a statement that the foreign limited liability partnership has liability insurance of the amount and type described in Section 33-41-1130(A)(1) or segregated funds as described in Section 33-41-1130(C) in an amount equal to or greater than the amount specified in Section 33-41-1130(A)(1).

(B) The foreign limited liability partnership shall deliver with the completed application a certificate of existence (or a document of similar import) duly authenticated by the Secretary of State Department of Commerce or other official having custody of limited liability partnership records in the state or country under which law it is organized.

(C) If the foreign limited liability partnership renders `professional services' as defined in Section 33-19-103(7), the application required by subsection (A) must also contain a statement that:

(1) all of its partners are licensed in one or more states to render the professional services which the foreign limited liability partnership practices and that one or more of its partners is licensed in South Carolina to render such professional services; and

(2) the foreign limited liability partnership is in compliance with the requirements of Section 33-41-1130(A)(2); provided, however, that to the extent any such requirements are determined by reference to the number of licensed partners or individuals, such determination shall be made on the basis of the number of partners or individuals who render professional services in South Carolina.

(D) The Secretary of State Department of Commerce shall collect a fee of one hundred dollars when a foreign limited liability partnership delivers to him for filing an annual or renewal application for a certificate to transact business in this State.

(E) By applying for a certificate of authority to transact business in this State, the foreign limited liability partnership agrees to be subject to the jurisdiction of the Department of Revenue and Taxation and the South Carolina courts to determine its South Carolina tax liability, including withholding and estimated taxes, together with any related interest and penalties, if any. Registering is not an admission of tax liability."

SECTION 317. Section 33-41-1170 of the 1976 Code, as added by Act 448 of 1994, is amended to read:

"Section 33-41-1170. (A) If the Secretary of State Department of Commerce finds that an application for a certificate of authority to transact business in this State conforms to the provisions of this article and all requisite fees have been paid, the Secretary shall:

(1) endorse on each signed original and duplicate copy the word `filed' and the date and time of its acceptance for filing;

(2) retain the signed original in the Secretary of State's Department of Commerce's files; and

(3) return the duplicate copy to the person who filed it or the person's representative.

(B) If the Secretary of State Department of Commerce is unable to make the determination required for filing by subsection (A) at the time any documents are delivered for filing, the documents are considered to have been filed at the time of delivery if the Secretary of State Department of Commerce subsequently determines that:

(1) the documents as delivered conform to the filing provisions of this chapter; or

(2) within twenty days after notification of nonconformance is given by the Secretary of State Department of Commerce to the person who delivered the documents for filing for the person's representative, the documents are brought into conformance.

(C) If the filing and determination requirements of this chapter are not satisfied within the time prescribed in subsection (B)(2), the documents shall not be filed.

(D) A certificate of authority to transact business in this State is effective for one year after the date the application is filed unless voluntarily withdrawn pursuant to Section 33-41-1190. Registration, whether pursuant to an original application or a renewal application, as a registered limited liability partnership is renewed if, during the sixty-day period preceding the date the application or renewal application otherwise would have expired, the partnership files with the Secretary of State Department of Commerce a renewal application. A renewal application expires one year after the date an original application would have expired if the last renewal of the application had not occurred."

SECTION 318. Section 33-41-1180 of the 1976 Code, as added by Act 448 of 1994, is amended to read:

"Section 33-41-1180. (A) The application for a foreign limited liability partnership's certificate of authority to transact business in this State is amended by filing articles of amendment with the Secretary of State Department of Commerce signed by a person with authority to do so under the laws of the State or other jurisdiction of its formation. The articles of amendment shall set forth:

(1) the name of the foreign limited liability partnership;

(2) the date the original application for registration was filed; and

(3) the amendment to the application for registration.

(B) The application for a certificate to transact business in this State may be amended in any way, provided that the application, as amended, contains only provisions that may be lawfully contained in an application for a certificate to transact business in this State at the time of the amendment.

(C) A foreign limited liability partnership authorized to transact business in South Carolina must obtain an amended certificate of authority from the Secretary of State Department of Commerce if it changes:

(1) its limited liability partnership name;

(2) the street address of its registered office in this State or the name of its registered agent at that office; or

(3) the state or country of its organization.

An amended certificate of authorization must also be obtained if there is a false or erroneous statement in the original filed application for a certificate of authority.

(D) The Secretary of State Department of Commerce shall collect a fee of one hundred dollars when a foreign limited liability partnership delivers to him for filing an amendment to a certificate to transact business in this State."

SECTION 319. Section 33-41-1190 of the 1976 Code, as added by Act 448 of 1994, is amended to read:

"Section 33-41-1190. (A) A foreign limited liability partnership authorized to transact business in this State may cancel its registration upon procuring from the Secretary of State Department of Commerce a certificate of cancellation. In order to procure such certificate, the foreign limited liability partnership shall deliver to the Secretary of State Department of Commerce an application for cancellation, which shall set forth:

(1) the name of the foreign limited liability partnership and the state or other jurisdiction under the laws of which it is formed;

(2) that the foreign limited liability partnership is not transacting business in this State;

(3) that the foreign limited liability partnership surrenders its certificate of authority to transact business in this State;

(4) that the foreign limited liability partnership revokes the authority of its registered agent for service of process in this State and consents that service of process in any action, suit, or proceeding based upon any cause of action arising in this State may thereafter be made on such foreign limited liability partnership by service thereof upon the Secretary of State Department of Commerce; and

(5) an address to which a person may mail a copy of any process against the foreign limited liability partnership.

(B) The application for cancellation shall be in the form and manner designated by the Secretary of State Department of Commerce and shall be executed on behalf of the foreign limited liability partnership by a person with authority to do so under the laws of the State or other jurisdiction of its formation, or if the foreign limited liability partnership is in the hands of a receiver, trustee, or other court-appointed fiduciary by that fiduciary.

(C) A cancellation does not terminate the authority of the Secretary of State Department of Commerce to accept service of process on the foreign limited liability partnership with respect to causes of action arising out of the transaction of business in this State."

SECTION 320. Section 33-41-1200 of the 1976 Code, as added by Act 448 of 1994, is amended to read:

"Section 33-41-1200. (A) A foreign limited liability partnership transacting business in this State may not maintain an action, suit, or proceeding in a court of this State until the Secretary of State Department of Commerce has issued it a certificate of authority to transact business in this State.

(B) The failure of a foreign limited liability partnership to register in this State does not:

(1) impair the validity of any contract or act of the foreign limited liability partnership;

(2) affect the right of any other party to the contract to maintain any action, suit, or proceeding on the contract; or

(3) prevent the foreign limited liability partnership from defending any action, suit, or proceeding in any court of this State.

(C) A foreign limited liability partnership, by transacting business in this State without registration, appoints the Secretary of State Department of Commerce as its agent for service of process with respect to a cause of action arising out of the transaction of business in this State.

(D) A foreign limited liability partnership which transacts business in this State without a certificate of authority shall be liable to the State for the years or parts thereof during which it transacted business in this State without a certificate of authority in an amount equal to all fees which would have been imposed by this chapter upon that foreign limited liability partnership had it duly registered, and all penalties imposed by this chapter. The Attorney General may bring proceedings to recover all amounts due this State under the provisions of this section.

(E) A foreign limited liability partnership which transacts business in this State without a certificate of authority shall be subject to a civil penalty, payable to the State of ten dollars per day, not to exceed one thousand dollars per year.

(F) The civil penalty set forth in subsection (E) may be recovered in an action brought within a court by the Attorney General. Upon a finding by the court that a foreign limited liability partnership has transacted business in this State in violation of this chapter, the court shall issue, in addition to the imposition of a civil penalty, an injunction restraining further transactions of the business of the foreign limited liability partnership and the further exercise of any limited liability partnership's rights and privileges in this State. The foreign limited liability partnership shall be enjoined from transacting business in this State until all civil penalties plus any interest and court costs which the court may assess have been paid and until the foreign limited liability partnership has otherwise complied with the provisions of this article.

(G) A partner of a foreign limited liability partnership is not liable for the debts and obligations of the limited liability partnership solely because the limited liability partnership transacted business in this State without registration."

SECTION 321. Section 33-41-1210 of the 1976 Code, as added by Act 448 of 1994, is amended to read:

"Section 33-41-1210. (A) A foreign limited liability partnership may not transact business in this State until it obtains a certificate of authority from the Secretary of State Department of Commerce.

(B) The following activities, among others, do not constitute transacting business within the meaning of subsection (A):

(1) maintaining, defending, or settling any proceeding;

(2) holding meetings of the partners or carrying on other activities concerning internal affairs;

(3) maintaining bank accounts;

(4) selling through independent contractors;

(5) soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this State before they become contracts;

(6) creating or acquiring any indebtedness, mortgages, and security interests in real or personal property;

(7) securing or collecting any debts or enforcing mortgages, security interests, or any other rights in property securing debts;

(8) owning, without more, real or personal property;

(9) conducting an isolated transaction that is completed within thirty days and that is not one in the course of repeated transactions of like nature; and

(10) transacting business in interstate commerce.

(C) A foreign limited liability partnership which renders a professional service is not required to obtain a certificate of authority to transact business in this State unless it maintains or intends to maintain an office in this State for the conduct of business or professional practice.

(D) The list of activities in subsection (B) is not exhaustive."

SECTION 322. Section 33-42-20(1) of the 1976 Code is amended to read:

"(1) `Certificate of limited partnership' means the certificate referred to in Section 33-42-210, any certificate of limited partnership filed with the office of the Secretary of State Department of Commerce in connection with the formation of a limited partnership under any applicable statute of this State prior to the effective date of this chapter, and any such certificate as amended, or restated."

SECTION 323. Section 33-42-40(b) of the 1976 Code is amended to read:

"(b) The reservation shall be made by filing with the Secretary of State Department of Commerce an application, executed by the applicant, to reserve a specified name. If the Secretary of State Department of Commerce finds that the name is available for use by a domestic or foreign limited partnership, he shall reserve the name for the exclusive use of the applicant for a period of one hundred twenty days. Once having so reserved a name, the same applicant may not again reserve the same name until more than sixty days after the expiration of the last one hundred twenty day period for which that applicant reserved that name. The right to the exclusive use of a reserved name may be transferred to any other person by filing in the office of the Secretary of State a notice of transfer, executed by the applicant for whom the name was received and specifying the name and address of the transferee."

SECTION 324. Section 33-42-45 of the 1976 Code is amended to read:

"Section 33-42-45. (a) This section rather than Sections 39-13-10 through 39-13-40 of the 1976 Code governs the registration of assumed names of limited partnerships formed or transacting business in South Carolina.

(b) A limited partnership that conducts or intends to conduct business in this State under a name other than the name shown in its certificate of limited partnership (or in the case of a foreign limited partnership that has registered in this State, the name shown in its certificate of registration to transact business in this State) shall file with the Secretary of State Department of Commerce an assumed name certificate which shall state the name shown on its certificate of limited partnership (or certificate of registration in the case of a foreign limited partnership), the name under which the limited partnership's business is to be conducted, which assumed name shall not be deceptively similar to the name of any domestic or foreign limited partnership authorized to transact business in this State, or to any reserved name pursuant to Section 33-42-40 and the address of the partnership's registered office required to be maintained in this State.

(c) Such filing shall be effective, unless sooner terminated by the filing of a certificate of termination or by the cancellation of the certificate of limited partnership (or in the case of foreign limited partnership by cancellation of the certificate of registration to transact business in this State), for a period expiring on December thirty-first of the fifth full calendar year following the year in which it is filed. It may be extended for additional consecutive periods of five full calendar years each by the filing of a new assumed name certificate not earlier than ninety days preceding the expiration of any such period. The Secretary of State Department of Commerce shall notify a limited partnership of the impending expiration of its assumed name, by first-class mail addressed to the partnership's registered office as shown on the partnership's certificate of limited partnership (or certificate of registration in the case of a foreign limited partnership that has registered in this State), no later than three calendar months before the initial or subsequent five-year period will expire.

(d) The Secretary of State Department of Commerce shall maintain current lists, alphabetically arranged, of the partnership registrants and assumed names permitted hereunder.

(e) The failure of any limited partnership to file the assumed name certificate required by subsection (b) does not:

(i) impair the validity of any contract or act of the limited partnership;

(ii) prevent the limited partnership from maintaining or defending any action, suit, or proceeding in any court of this State; or

(iii) result in any limited partner becoming liable as a general partner solely by reason of the failure of the limited partnership to file the required assumed name certificate."

SECTION 325. Section 33-42-210 of the 1976 Code is amended to read:

"Section 33-42-210. (a) In order to form a limited partnership, a certificate of limited partnership must be executed and filed in the office of the Secretary of State Department of Commerce. The certificate shall set forth:

(1) the name of the limited partnership;

(2) the address of the office and the name and address of the agent for service of process required to be maintained by Section 33-42-50;

(3) the name and a mailing address of each general partner;

(4) The latest date upon which the limited partnership is to dissolve; and

(5) any other matters the partners determine to include therein.

(b) A limited partnership is formed at the time of the filing of the certificate of limited partnership in the office of the Secretary of State Department of Commerce or at any later time specified in the certificate of limited partnership if, in either case, there has been substantial compliance with the requirements of this section."

SECTION 326. Section 33-42-220 of the 1976 Code is amended to read:

"Section 33-42-220. (a) A certificate of limited partnership is amended by filing a certificate of amendment thereto in the office of the Secretary of State Department of Commerce. The certificate shall set forth:

(1) the name of the limited partnership;

(2) the date of filing the certificate; and

(3) the amendment to the certificate.

(b) Within thirty days after the happening of any of the following events, an amendment to a certificate of limited partnership reflecting the occurrence of the event or events shall be filed:

(1) the admission of a new general partner;

(2) the withdrawal of a general partner; or

(3) the continuation of the business under Section 33-42-1410 after an event of withdrawal of a general partner.

(c) A general partner who becomes aware that any statement in a certificate of limited partnership was false when made or that any arrangements or other facts described have changed, making the certificate inaccurate in any respect, shall promptly amend the certificate.

(d) A certificate of limited partnership may be amended at any time for any other proper purpose the general partners determine.

(e) No person has any liability because an amendment to a certificate of limited partnership has not been filed to reflect the occurrence of any event referred to in subsection (b) of this section if the amendment is filed within the thirty-day period specified in subsection (b).

(f) A restated certificate of limited partnership may be executed and filed in the same manner as a certificate of amendment.

(g) (1) Each limited partnership formed before June 27, 1984, shall file no later than January 1, 1988, a certificate of amendment pursuant to this chapter causing such limited partnership to comply with the requirements of Section 33-42-30 respecting the name of the limited partnership, Section 33-42-50(1) respecting the office of the limited partnership at which certain records are to be kept, and Section 33-42-50(2) respecting the agent for service of process on the limited partnership. However, a limited partnership formed before June 27, 1984, is required to file the certificate of amendment only to the extent it does not fully comply with Sections 33-42-30 and 33-42-50 on or before January 1, 1988. The certificate of amendment is considered effective under this chapter upon its execution by a general partner of the limited partnership and its filing in the office of the Secretary of State Department of Commerce.

(2) The failure of any limited partnership formed before June 27, 1984, to comply with subsection (g)(1) shall result on January 1, 1988, in, but only to, the extent of the failure:

(i) the designation of the principal place of business of the limited partnership as specified in the limited partnership's certificate of limited partnership on that date as the office of partnership at which certain records are to be kept for purposes of Section 33-42-50(1);

(ii) the designation of the Secretary of State Department of Commerce as the agent for service of process on such limited partnership for purposes of Section 33-42-50(2); and

(iii) the limited partnership being prohibited from filing any other certificate of amendment unless it satisfies the requirements of subsection (g)(1).

(3) The failure of any limited partnership formed before June 27, 1984, to file the certificate of amendment required by subsection (g)(1) does not:

(i) impair the validity of any contract or act of the limited partnership;

(ii) prevent the limited partnership from maintaining or defending any action, suit, or proceeding in any court in this State; or

(iii) result in any limited partner becoming liable as a general partner solely by reason of the failure of the limited partnership to file the required certificate of amendment."

SECTION 327. Section 33-42-230 of the 1976 Code is amended to read:

"Section 33-42-230. A certificate of limited partnership must be canceled upon the dissolution and the commencement of winding up of the partnership or at any other time there are no limited partners. A certificate of cancellation must be filed in the office of the Secretary of State Department of Commerce and set forth:

(1) the name of the limited partnership;

(2) the date of filing of its certificate of limited partnership;

(3) the reason for filing the certificate of cancellation;

(4) the effective date (which shall be a date certain) of cancellation if it is not to be effective upon the filing of the certificate; and

(5) any other information the general partners filing the certificate determine."

SECTION 328. Section 33-42-240(a) of the 1976 Code is amended to read:

"(a) Each certificate required by this article to be filed in the office of the Secretary of State Department of Commerce must be executed in the following manner:

(1) an original certificate of limited partnership must be signed by all general partners named therein;

(2) a certificate of amendment must be signed by at least one general partner and by each other general partner designated in the certificate as a new or substitute general partner; and

(3) a certificate of cancellation must be signed by all general partners."

SECTION 329. Section 33-42-250 of the 1976 Code is amended to read:

"Section 33-42-250. If a person required by Section 33-42-240 to execute any certificate fails or refuses to do so, any other person who is adversely affected by the failure or refusal may petition the circuit court of the county in which the limited partnership's office designated pursuant to Section 33-42-50(1) is located to direct the execution of the certificate. If the court finds that it is proper for the certificate to be executed and that any person designated has failed or refused to execute the appropriate certificate, it shall order the Secretary of State Department of Commerce to record an appropriate certificate."

SECTION 330. Section 33-42-260 of the 1976 Code is amended to read:

"Section 33-42-260. (a) Two signed copies of the certificate of limited partnership and of any certificates of amendment or cancellation (or of any judicial decree of amendment or cancellation) must be delivered to the Secretary of State Department of Commerce. A person who executes a certificate as an agent or fiduciary need not exhibit evidence of his authority as a prerequisite to filing. Unless the Secretary of State Department of Commerce finds that any certificate does not conform to law, upon receipt of all filing fees required by law he shall:

(1) endorse on each duplicate original the word `Filed' and the day, month, and year of the filing thereof;

(2) file one duplicate original in his office; and

(3) return the other duplicate original to the person who filed it or his representative.

(b) Upon the filing of a certificate of amendment (or judicial decree of amendment) in the office of the Secretary of State Department of Commerce, the certificate of limited partnership shall be amended as set forth therein and, upon the effective date of a certificate of cancellation (or a judicial decree thereof), the certificate of limited partnership is canceled."

SECTION 331. Section 33-42-280 of the 1976 Code is amended to read:

"Section 33-42-280. The fact that a certificate of limited partnership is on file in the office of the Secretary of State Department of Commerce is notice that the partnership is a limited partnership and the persons designated therein as general partners are general partners, but it is not notice of any other fact."

SECTION 332. Section 33-42-290 of the 1976 Code is amended to read:

"Section 33-42-290. Upon the return by the Secretary of State Department of Commerce pursuant to Section 33-42-260 of a certificate marked `Filed', the general partners shall promptly deliver or mail a copy of the certificate of limited partnership or the certificate of amendment or cancellation or restated certificate or any judicial decree of any of the above, as the case may be, to each limited partner unless the partnership agreement provides otherwise."

SECTION 333. Section 33-42-310 of the 1976 Code is amended to read:

"Section 33-42-310. Certificates of limited partnership and certificates of amendment filed in any official county records of this State pursuant to any applicable statute of this State prior to June 27, 1984, are of no further force or effect for any purpose under this chapter on or after June 27, 1984. All certificates of amendment, certificates of cancellation, and restated certificates are fully effective to amend or cancel the certificates of limited partnership, as the case may be, upon proper filing thereof with the office of the Secretary of State Department of Commerce pursuant to the requirements of this chapter."

SECTION 334. Section 33-42-320 of the 1976 Code is amended to read:

"Section 33-42-320. (a) Pursuant to an agreement, a domestic limited partnership may merge or consolidate with or into one or more limited partnerships formed under the laws of this State or any other state with such limited partnership as the agreement shall provide being the surviving or resulting limited partnership.

(b) A domestic limited partnership that is not the surviving or resulting limited partnership in the merger or consolidation shall file a certificate of cancellation which shall have an effective date not later than the effective date of the merger or consolidation.

(c) If, following a merger or consolidation of one or more domestic limited partnerships and one or more limited partnerships formed under the laws of any other state, the surviving or resulting limited partnership is not a domestic limited partnership, there shall be attached to the certificate of cancellation filed pursuant to Section 33-42-230 for each such domestic limited partnership a certificate executed by the surviving or resulting limited partnership, stating that the surviving or resulting limited partnership agrees that it may be served with process in the State of South Carolina in any action, suit, or proceeding involving such domestic limited partnership as a party, irrevocably appointing the Secretary of State Department of Commerce as its agent to accept service of process in any such action, suit, or proceeding and specifying the address to which a copy of such process shall be mailed to it by the Secretary of State Department of Commerce.

(d) When the certificate of cancellation required by Section 33-42-230 shall have become effective, for all purposes of the laws of this State, all of the rights, privileges, and powers of the limited partnerships that have merged or consolidated, and all property, real, personal, and mixed, and all debts due to any of said limited partnerships, as well as all other things and causes of action belonging to each of such limited partnerships, shall be vested in the surviving or resulting limited partnership, and shall thereafter be the property of the surviving or resulting limited partnership as they were of each of the limited partnerships that have merged or consolidated, and the title to any real property vested by deed or otherwise, in any of such limited partnerships, shall not revert or be in any way impaired by reason of this section; but all rights of creditors and all liens upon any property of any of said limited partnerships shall be preserved unimpaired, and all debts, liabilities, and duties of each of the limited partnerships that have merged or consolidated shall thenceforth attach to the surviving or resulting limited partnership and may be enforced against it to the same extent as if said debts, liabilities, and duties have been incurred or contracted by it.

(e) This section shall have no legal effect on any other method of combining two or more limited partnerships made prior or subsequent to its enactment."

SECTION 335. Section 33-42-440 of the 1976 Code is amended to read:

"Section 33-42-440. (a) Except as provided in subsection (b), a person who makes a contribution to a business enterprise and erroneously but in good faith believes that he has become a limited partner in the enterprise is not a general partner in the enterprise and is not bound by its obligations by reason of making the contribution, receiving distributions from the enterprise, or exercising any rights of a limited partner if, on ascertaining the mistake, he:

(1) causes an appropriate certificate of limited partnership or a certificate of amendment to be executed and filed; or

(2) withdraws from future equity participation in the enterprise by executing and filing in the office of the Secretary of State Department of Commerce a certificate declaring withdrawal under this section.

(b) A person who makes a contribution of the kind described in subsection (a) is liable as a general partner to any third party who transacts business with the enterprise (i) before the person withdraws and an appropriate certificate is filed to show withdrawal, or (ii) before an appropriate certificate is filed to show that he is not a general partner, but in either case only if the third party actually believed in good faith that the person was a general partner at the time of the transaction."

SECTION 336. Section 33-42-1620 of the 1976 Code, as last amended by Part II, Act 497 of 1994, is further amended to read:

"Section 33-42-1620. Before transacting business in this State, a foreign limited partnership shall register with the Secretary of State Department of Commerce. In order to register, a foreign limited partnership shall submit to the Secretary of State Department of Commerce, in duplicate, an application for registration as a foreign limited partnership, signed and sworn to by a general partner and setting forth:

(1) the name of the foreign limited partnership and, if different, the name under which it proposes to register and transact business in this State;

(2) the state and date of its formation;

(3) the name and address of any agent for service of process on the foreign limited partnership whom the foreign limited partnership elects to appoint; the agent must be an individual resident of this State, a domestic corporation, or a foreign corporation having a place of business in, and authorized to do business in, this State;

(4) a statement that the Secretary of State Department of Commerce is appointed the agent of the foreign limited partnership for service of process if no agent has been appointed under subsection (3) or, if appointed, the agent's authority has been revoked or if the agent cannot be found or served with the exercise of reasonable diligence;

(5) the address of the office required to be maintained in the state of its organization by the laws of that state or, if not so required, of the principal office of the foreign limited partnership;

(6) the name and a mailing address of each general partner; and

(7) the address of the office at which is kept a list of the names and addresses of the limited partners and their capital contributions, together with an undertaking by the foreign limited partnership to keep those records until the foreign limited partnership's registration in this State is canceled or withdrawn.

By registering, the foreign limited partnership agrees to be subject to the jurisdiction of the Department of Revenue and Taxation and the courts of this State to determine its South Carolina tax liability, including withholding and estimated taxes, together with related interest and penalties, if any. Registering is not an admission of tax liability."

SECTION 337. Section 33-42-1630 of the 1976 Code is amended to read:

"Section 33-42-1630. (a) If the Secretary of State Department of Commerce finds that an application for registration conforms to law and all requisite fees have been paid, he shall:

(1) endorse on the application the word `Filed', and the month, day, and year of the filing thereof;

(2) file in his office a duplicate original of the application; and

(3) issue a certificate of registration to transact business in this State.

(b) The certificate of registration, together with a duplicate original of the application, shall be returned to the person who filed the application or his representative."

SECTION 338. Section 33-42-1640 of the 1976 Code is amended to read:

"Section 33-42-1640. (a) A foreign limited partnership may register with the Secretary of State Department of Commerce under any name (whether or not it is the name under which it is registered in its state of organization) that could be registered by a domestic limited partnership under Section 33-42-30.

(b) A foreign limited partnership transacting business in this State under a name other than the name shown on the certificate of registration shall comply with provisions of Section 33-42-45."

SECTION 339. Section 33-42-1650 of the 1976 Code is amended to read:

"Section 33-42-1650. If any statement in the application for registration of a foreign limited partnership was false when made or any arrangements or other facts described have changed, making the application inaccurate in any respect, the foreign limited partnership shall promptly file in the office of the Secretary of State Department of Commerce a certificate, signed and sworn to by a general partner, correcting such statement."

SECTION 340. Section 33-42-1660 of the 1976 Code is amended to read:

"Section 33-42-1660. A foreign limited partnership may cancel its registration by filing with the Secretary of State Department of Commerce a certificate of cancellation signed and sworn to by a general partner. A cancellation does not terminate the authority of the Secretary of State Department of Commerce to accept service of process on the foreign limited partnership with respect to causes of action arising out of the transactions of business in this State."

SECTION 341. Section 33-42-1670 of the 1976 Code is amended to read:

"Section 33-42-1670. (a) A foreign limited partnership transacting business in this State may not maintain any action, suit, or proceeding in any court of this State until it has registered in this State.

(b) The failure of a foreign limited partnership to register in this State does not impair the validity of any contract or act of the foreign limited partnership or prevent the foreign limited partnership from defending any action, suit, or proceeding in any court of this State.

(c) A limited partner of a foreign limited partnership is not liable as a general partner of the foreign limited partnership solely by reason of having transacted business in this State without registration.

(d) A foreign limited partnership, by transacting business in this State without registration, appoints the Secretary of State Department of Commerce as its agent for service of process with respect to causes of action arising out of the transaction of business in this State."

SECTION 342. Section 33-42-2040 of the 1976 Code is amended to read:

"Section 33-42-2040. (a) The Secretary of State Department of Commerce shall charge ten dollars for filing any document required to be filed pursuant to this chapter. This charge shall include the cost of sending to the person requesting the filing, or that person's designee, a duplicate copy of the document submitted with the original showing the date of filing.

(b) In all other cases of requests for copies of documents filed pursuant to this chapter, the Secretary of State Department of Commerce shall charge one dollar for the first page, fifty cents for each additional page, and two dollars for furnishing a certificate under seal."

SECTION 343. Section 33-43-103 of the 1976 Code, as added by Act 448 of 1994, is amended to read:

"Section 33-43-103. (A) The name of each limited liability company must contain the words `limited liability company' or `limited company' or the abbreviation `L.L.C.', `L.C.', `LLC', `LC'. The word `limited' may be abbreviated as `LTD.' and the word `company' may be abbreviated as `CO.'

(B) A limited liability company name may not be the same as or deceptively similar to:

(1) the name filed with the Secretary of State Department of Commerce of any limited liability company, limited partnership, professional corporation, or corporation existing under the laws of this State or foreign limited liability company, foreign corporation, or foreign professional corporation authorized to transact business in this State; or

(2) any name reserved or registered under Section 33-43-104, or any reserved name for a corporation or professional corporation existing under the laws of this State, or any registered name of either a foreign corporation or foreign professional corporation authorized to transact business in this State.

(C) The provisions of subsection (B) shall not apply if the applicant files with the Secretary of State Department of Commerce either of the following:

(1) the written consent of the holder of a reserved or registered name or filed name to use a deceptively similar name if one or more words are added, altered, or deleted to make the name distinguishable from the reserved or registered or filed name; or

(2) a certified copy of a final decree of a court of competent jurisdiction establishing the prior right of the applicant to the use of the name of this State."

SECTION 344. Section 33-43-104 of the 1976 Code, as added by Act 448 of 1994, is amended to read:

"Section 33-43-104. (A) A person may reserve the exclusive use of a 'limited liability company' name, including a designated name provided for in Section 33-43-1004 for a foreign limited liability company whose name is not available, by delivering an application to the Secretary of State Department of Commerce for filing. The application must set forth the name and address of the applicant and the name proposed to be reserved. If the Secretary of State Department of Commerce finds that the limited liability company name applied for is available, he shall reserve the name for the applicant's exclusive use for a nonrenewable one hundred twenty-day period.

(B) The owner of a reserved limited liability company name may transfer the reservation to another person by delivering to the Secretary of State Department of Commerce a signed notice of the transfer that states the name and address of the transferee.

(C) A foreign limited liability company may register its name that satisfies the requirements of Section 33-43-103.

(D) A foreign limited liability company registers its name or a designated name as provided in Section 33-43-1004 by delivering to the Secretary of State Department of Commerce for filing an application:

(1) setting forth its limited liability company name or a designated name as provided in Section 33-43-1004, the state or country and date of its organization, and a brief description of the nature of the business in which it is engaged; and

(2) accompanied by a certificate of existence (or a document of similar import) from the state or country of organization.

(E) The name is registered for the applicant's exclusive use upon the effective date of the application.

(F) A foreign limited liability company whose registration is effective may renew it for successive years by delivering to the Secretary of State Department of Commerce for filing a renewal application, which complies with the requirements of subsection (D), between October first and December thirty-first of the preceding year. The renewal application, when filed, renews the registration for the following calendar year.

(G) A foreign limited liability company whose registration is effective may qualify thereafter as a foreign limited liability company under the registered name or consent in writing to the use of that name by a limited liability company thereafter incorporated under Sections 33-43-101 through 33-43-1409 or by another foreign limited liability company thereafter authorized to transact business in this State. The registration terminates when the domestic limited liability company is incorporated or the foreign limited liability company qualifies or consents to the qualification of another foreign limited liability company under the registered name."

SECTION 345. Section 33-43-105 of the 1976 Code, as added by Act 448 of 1994, is amended to read:

"Section 33-43-105. (A) A limited liability company and a foreign limited liability company authorized to do business in South Carolina shall continuously maintain in this State:

(1) a registered office that may, but need not, be the same as its place of business; and

(2) a registered agent for service or process on the limited liability company that is an individual resident of this State, a limited liability company, a foreign limited liability company authorized to transact business in this State, or a corporation formed under the laws of or authorized to transact business in this State having a business office identical with the registered office.

(B) A limited liability company or a foreign limited liability company may change its registered office or registered agent by delivering to the Secretary of State Department of Commerce for filing a statement of change that sets forth:

(1) the name of the limited liability company;

(2) the street address of its current registered office;

(3) if the current registered office is to be changed, the street address of the new registered office;

(4) the name of its current registered agent;

(5) if the current registered agent is to be changed, the name of the new registered agent and the new agent's written consent (either on the statement or attached to it) to the appointment; and

(6) that after the change or changes are made, the street addresses of its registered office and the business office of its registered agent will be identical.

(C) If a registered agent changes the street address of his business office, he may change the street address of the registered office of any limited liability company or foreign limited liability company for which he is the registered agent by notifying the domestic or foreign limited liability company in writing of the change and signing (either manually or in facsimile) and delivering to the Secretary of State Department of Commerce for filing a statement that complies with the requirements of subsection (A) and recites that the domestic or foreign limited liability company has been notified of the change.

(D) A registered agent may resign his agency appointment by signing and delivering to the Secretary of State Department of Commerce for filing the signed original and two exact or conformed copies of a statement or resignation. The statement may include a statement that the registered office is also discontinued.

(1) After filing the statement, the Secretary of State Department of Commerce shall mail one copy to the registered office (if not discontinued) and the other copy to the domestic or foreign limited liability company at its principal office.

(2) The agency appointment is terminated, and the registered office discontinued if so provided, on the thirty-first day after the date on which the statement was filed."

SECTION 346. Section 33-43-201 of the 1976 Code, as added by Act 448 of 1994, is amended to read:

"Section 33-43-201. Two or more persons may form a limited liability company by signing articles of organization and delivering the signed articles to the Secretary of State Department of Commerce for filing. The persons who form a limited liability company must be members of the limited liability company at the time of formation.

A copy of the articles of organization which is filed with the Secretary of State Department of Commerce and which is stamped `filed' and marked with the filing date is conclusive evidence that all conditions precedent required to be performed by the organizers have been satisfied and that the limited liability company has been legally organized under Sections 33-43-101 through 33-43-1409."

SECTION 347. Section 33-43-203 of the 1976 Code, as added by Act 448 of 1994, is amended to read:

"Section 33-43-203. (A) The articles of organization of a limited liability company may be amended by filing articles of amendment with the Secretary of State Department of Commerce. The articles of amendment shall set forth:

(1) the name of the limited liability company;

(2) the date the articles of organization were filed; and

(3) the amendment to the articles of organization.

(B) The articles of organization may be amended so long as the articles, as amended, contain only provisions that may be lawfully contained in articles of organization at the time of making the amendment.

(C) The articles of organization of a limited liability company must be amended when:

(1) there is a change in the name of the limited liability company;

(2) there is a false or erroneous statement in the articles of organization;

(3) there is a change in the time, as stated in the articles of organization, for the dissolution of the limited liability company;

(4) a limited liability company which is authorized to be managed by managers is no longer managed by managers;

(5) a limited liability company managed by members elects to be managed by managers; and

(6) the members desire to make a change in any other statement in the articles of organization in order for the articles to accurately represent the agreement among them.

(D) Articles of organization may be restated at any time. Restated articles of organization shall be filed with the Secretary of State Department of Commerce and shall be specifically designated as such in the heading and shall state either in the heading or in an introductory paragraph the limited liability company's present name, and, if it has been changed, all of its former names and the date of the filing of its articles of organization."

SECTION 348. Section 33-43-204 of the 1976 Code, as added by Act 448 of 1994, is amended to read:

"Section 33-43-204. (A) Unless otherwise provided in any other section of Sections 33-43-101 through 33-43-1409, any document required by Sections 33-43-101 through 33-43-1409 to be filed with the Secretary of State Department of Commerce shall be executed:

(1) if management of the limited liability company is vested in one or more managers by any manager;

(2) if management of the limited liability company is reserved to the members by any member;

(3) if the limited liability company has not been formed by the persons forming the limited liability company; or

(4) if the limited liability company is in the hands of a receiver, trustee, or other court-appointed fiduciary by that fiduciary.

(B) The person executing the document shall sign it and state beneath or opposite his signature the person's name and the capacity in which he signs.

(C) The person executing the document may do so as an attorney-in-fact. Powers of attorney relating to the execution of the document need not be filed with the Secretary of State Department of Commerce, but shall be retained by the limited liability company."

SECTION 349. Section 33-43-205 of the 1976 Code, as added by Act 448 of 1994, is amended to read:

"Section 33-43-205. Articles of incorporation or any other document to be filed pursuant to Sections 33-43-101 through 33-43-1409 shall be delivered to the office of the Secretary of State Department of Commerce, duly executed and accompanied by one exact or conformed copy. Should the Secretary of State Department of Commerce determine that a document conforms to the filing provisions of Sections 33-43-101 through 33-43-1409, including the payment of all required fees, the Secretary of State Department of Commerce shall:

(1) endorse on each signed original and duplicate copy the word `filed' and the date and time of the document's acceptance for filing;

(2) retain the signed original in the Secretary of State's Department of Commerce's files; and

(3) return the duplicate copy to the person who filed it or the person's representative."

SECTION 350. Section 33-43-206 of the 1976 Code, as added by Act 448 of 1994, is amended to read:

"Section 33-43-206. (A) A limited liability company is formed when the articles of organization are filed by the Secretary of State Department of Commerce.

(B) Each copy of the articles of organization stamped `filed' and marked with the filing date is conclusive proof that all conditions precedent required to be performed by the organizers have been complied with and that the limited liability company has been legally organized and formed under Sections 33-43-101 through 33-43-1409."

SECTION 351. Section 33-43-405(A) of the 1976 Code, as added by Act 448 of 1994, is amended to read:

"(A) A limited liability company shall keep at its principal place of business the following:

(1) a current and a past list, setting forth the full name and last known mailing address of each member and manager, if any, set forth in alphabetical order;

(2) a copy of the articles of organization, all amendments thereto, and all other documents filed with the Secretary of State Department of Commerce, together with executed copies of any powers of attorney pursuant to which the articles of amendment or any filed document has been executed;

(3) copies of the limited liability company's federal, state, and local tax returns and financial statements, if any, for the six most recent years or, if those returns and statements were not prepared for any reason, copies of the information and statements provided to, or which should have been provided to, the members to enable them to prepare their federal, state, and local tax returns for the period;

(4) copies of any effective written operating agreements, and all amendments thereto, and copies of any written operating agreements no longer in effect;

(5) unless contained in writing in an operating agreement:

(a) a writing setting out the amount of cash, if any, and a statement of the agreed value of other property or services, if any, contributed by each member and the times at which or events upon the happening of which any additional contributions are to be made by each member;

(b) a writing stating events, if any, upon the happening of which the limited liability company is to be dissolved and its affairs wound up; and

(c) other writings prepared pursuant to a requirement, if any, in any operating agreement."

SECTION 352. Section 33-43-901.1 of the 1976 Code, as added by Act 448 of 1994, is amended to read:

"Section 33-43-901.1. (A) The Secretary of State Department of Commerce shall commence a proceeding under Section 33-43-901.2 to dissolve a limited liability company administratively if:

(1) the limited liability company does not pay when they are due any taxes, interest, or penalties imposed by law of this State;

(2) the limited liability company is without a registered agent or registered office in this State; or

(3) the limited liability company does not notify the Secretary of State Department of Commerce that its registered agent or registered office has been changed, that its registered agent has resigned, or that its registered office has been discontinued.

(B) The Secretary of State Department of Commerce shall dissolve a limited liability company under Section 33-43-901.2(C) if he is notified by the Department of Revenue and Taxation that the limited liability company has failed to file a required tax return within sixty days of the notice they are delinquent."

SECTION 353. Section 33-43-901.2 of the 1976 Code, as added by Act 448 of 1994, is amended to read:

"Section 33-43-901.2. (A) If the Secretary of State Department of Commerce determines that grounds exist under Section 33-43-901(A) for dissolving a limited liability company, he shall mail written notice of his determination to the limited liability company.

(B) If the limited liability company does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the Secretary of State Department of Commerce that each ground determined by the Secretary of State Department of Commerce does not exist within sixty days after the notice required by subsection (A) was mailed, the Secretary of State Department of Commerce shall dissolve the limited liability company administratively by signing a certificate of dissolution that recites the grounds for dissolution and its effective date. The Secretary of State Department of Commerce shall file the original of the certificate and send a copy to the limited liability company by registered or certified mail addressed to its registered agent at its registered office.

(C) If the Secretary of State Department of Commerce is notified by the Department of Revenue and Taxation that the limited liability company has failed to file a required tax return within sixty days of the notice they are delinquent, the Secretary of State Department of Commerce shall dissolve the limited liability company administratively by signing a certificate of dissolution that recites the grounds for dissolution and its effective date. The Secretary of State Department of Commerce shall file the original of the certificate and send a copy to the limited liability company by registered or certified mail addressed to its registered agent at its registered office.

(D) A limited liability company dissolved administratively may wind up its business and affairs pursuant to the provisions of Section 33-43-904, distribute its assets as provided in Section 33-43-905, file articles of dissolution pursuant to Section 33-43-906, and notify claimants pursuant to Section 33-43-907 and Section 33-43-908.

(E) The administrative dissolution of a limited liability company does not terminate the authority of its registered agent."

SECTION 354. Section 33-43-901.3 of the 1976 Code, as added by Act 448 of 1994, is amended to read:

"Section 33-43-901.3. (A) A limited liability company dissolved administratively under Section 33-43-901.2 may apply to the Secretary of State Department of Commerce for reinstatement at any time after the effective date of dissolution and prior to the latest date upon which the limited liability company is to dissolve as set forth in the dissolved limited liability company's articles of organization. The applicant must:

(1) recite the name of the limited liability company and the effective date of its administrative dissolution;

(2) state that the grounds for dissolution either did not exist or have been eliminated;

(3) state that the limited liability company's name satisfies the requirements of Section 33-43-103; and

(4) contain a certificate from the South Carolina Department of Revenue and Taxation reciting that all taxes, penalties, and interest owed by the limited liability company, whether assessed or not, have been paid.

(B) If the Secretary of State Department of Commerce determines that the application contains the information required by subsection (A) and that the information is correct, he shall cancel the certificate of dissolution and prepare a certificate of reinstatement that recites his determination and the effective date of reinstatement, file the original of the certificate, and send a copy to the limited liability company.

(C) When the reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution, and the limited liability company resumes carrying on its business as if the administrative dissolution had never occurred."

SECTION 355. Section 33-43-901.4 of the 1976 Code, as added by Act 448 of 1994, is amended to read:

"Section 33-43-901.4. (A) If the Secretary of State Department of Commerce denies a limited liability company's application for reinstatement following administrative dissolution, he shall send a written notice that explains the reasons for denial to the limited liability company by registered or certified mail addressed to its registered agent at its registered office.

(B) The limited liability company may appeal the denial of reinstatement to the court of common pleas for Richland County within thirty days after the notice of denial was received. The limited liability company appeals by petitioning the court to set aside the dissolution and attaching to the petition copies of the Secretary of State's Department of Commerce's certificate of dissolution, the limited liability company's application for reinstatement, and the Secretary of State's Department of Commerce's notice of denial.

(C) The court may summarily order the Secretary of State Department of Commerce to reinstate the dissolved limited liability company or may take other action the court considers appropriate.

(D) The court's final decision may be appealed as in other civil proceedings."

SECTION 356. Section 33-43-906 of the 1976 Code, as added Act 448 of 1994, is amended to read:

"Section 33-43-906. After the dissolution of the limited liability company pursuant to Section 33-43-901, the limited liability company may file articles of dissolution with the Secretary of State Department of Commerce which set forth:

(A) the name of the limited liability company;

(B) the date of filing of its articles of organization and all amendments thereto;

(C) the reason for filing the articles of dissolution;

(D) the effective date (which shall be a date certain) of the articles of dissolution if they are not to be effective upon the filing; and

(E) any other information the members or managers filing the certificate shall deem proper."

SECTION 357. Section 33-43-1002 of the 1976 Code, as last amended by Act 60 of 1995, is further amended to read:

"Section 33-43-1002. (A) A foreign limited liability company may apply for a certificate of authority to transact business in this State by delivering an application to the Secretary of State Department of Commerce for filing. The application must set forth:

(1) the name of the foreign limited liability company that satisfies the requirements of Section 33-43-1004;

(2) the name of the state or country under which it is organized;

(3) its date of organization and the latest date upon which the limited liability company is to dissolve;

(4) the street address of its proposed registered office in this State and the name of its proposed registered agent at that office;

(5) if management of the limited liability company is vested in a manager or managers, a statement to that effect.

(B) The foreign limited liability company shall deliver with the completed application a certificate of existence (or a document of similar import) duly authenticated by the Secretary of State Department of Commerce or other official having custody of limited liability company records in the state or country under which law it is organized.

(C) If the foreign limited liability company renders `professional services' as defined in Section 33-43-102(N), a statement that all of its members are licensed in one or more states to render the professional services which the foreign limited liability company practices and that one or more of its members is licensed in South Carolina to render such professional services.

(D) By applying for a certificate of authority to transact business in this State, the foreign limited liability company agrees to be subject to the jurisdiction of the Department of Revenue and Taxation and the South Carolina courts to determine its South Carolina tax liability, including withholding and estimated taxes, together with any related interest and penalties, if any. Registering is not an admission of tax liability."

SECTION 358. Section 33-43-1003 of the 1976 Code, as added by Act 448 of 1994, is amended to read:

"Section 33-43-1003. (A) If the Secretary of State Department of Commerce finds that an application for registration conforms to the provisions of this article and all requisite fees have been paid, the Secretary shall:

(1) endorse on each signed original and duplicate copy the word `filed' and the date and time of its acceptance for filing;

(2) retain the signed original in the Secretary of State's Department of Commerce files; and

(3) return the duplicate copy to the person who filed it or the person's representative.

(B) If the Secretary of State Department of Commerce is unable to make the determination required for filing by subsection (A) at the time any documents are delivered for filing, the documents are deemed to have been filed at the time of delivery if the Secretary of State Department of Commerce subsequently determines that:

(1) the documents as delivered conform to the filing provisions of Sections 33-43-101 through 33-43-1409; or

(2) within twenty days after notification of nonconformance is given by the Secretary of State Department of Commerce to the person who delivered the documents for filing for the person's representative, the documents are brought into conformance.

(C) If the filing and determination requirements of Sections 33-43-101 through 33-43-1409 are not satisfied within the time prescribed in subsection (B)(2), the documents shall not be filed."

SECTION 359. Section 33-43-1005 of the 1976 Code, as added by Act 448 of 1994, is amended to read:

"Section 33-43-1005. (A) The application for registration of a foreign limited liability company is amended by filing articles of amendment with the Secretary of State Department of Commerce signed by a person with authority to do so under the laws of the State or other jurisdiction of its formation. The articles of amendment shall set forth:

(1) the name of the foreign limited liability company;

(2) the date the original application for registration was filed; and

(3) the amendment to the application for registration.

(B) the application for registration may be amended in any way, provided that the application for registration, as amended, contains only provisions that may be lawfully contained in an application for registration at the time of the amendment.

(C) A foreign limited liability company authorized to transact business in South Carolina must obtain an amended certificate of authority from the Secretary of State Department of Commerce if it changes:

(1) its limited liability company name;

(2) the period of its duration;

(3) the state or country of its organization;

(4) from a member managed limited liability company to a limited liability company managed by managers;

(5) from a limited liability company managed by managers to a limited liability company managed by its members;

An amended certificate of authorization must also be obtained if:

(6) there is a false or erroneous statement in the original filed application for a certificate of authority."

SECTION 360. Section 33-43-1006 of the 1976 Code, as added by Act 448 of 1994, is amended to read:

"Section 33-43-1006. (A) A foreign limited liability company authorized to transact business in this State may cancel its registration upon procuring from the Secretary of State Department of Commerce a certificate of cancellation. In order to procure such certificate, the foreign limited liability company shall deliver to the Secretary of State Department of Commerce an application for cancellation, which shall set forth:

(1) the name of the foreign limited liability company and the state or other jurisdiction under the laws of which it is formed;

(2) that the foreign limited liability company is not transacting business in this State;

(3) that the foreign limited liability company surrenders its certificate of registration to transact business in this State;

(4) that the foreign limited liability company revokes the authority of its registered agent for service of process in this State and consents that service of process in any action, suit, or proceeding based upon any cause of action arising in this State may thereafter be made on such foreign limited liability company by service thereof upon the Secretary of State Department of Commerce; and

(5) an address to which a person may mail a copy of any process against the foreign limited liability company.

(B) The application for cancellation shall be in the form and manner designated by the Secretary of State Department of Commerce and shall be executed on behalf of the foreign limited liability company by a person with authority to do so under the laws of the State or other jurisdiction of its formation, or, if the foreign limited liability company is in the hands of a receiver, trustee, or other court-appointed fiduciary by that fiduciary.

(C) A cancellation does not terminate the authority of the Secretary of State Department of Commerce to accept service of process on the foreign limited liability company with respect to causes of action arising out of the doing of business in this State."

SECTION 361. Section 33-43-1007(C) of the 1976 Code, as added by Act 448 of 1994, is amended to read:

"(C) A foreign limited liability company, by transacting business in this State without registration, appoints the Secretary of State Department of Commerce as its agent for service of process with respect to a cause of action arising out of the transaction of business in this State."

SECTION 362. Section 33-43-1008(A) of the 1976 Code, as added by Act 448 of 1994, is amended to read:

"(A) A foreign limited liability company may not transact business in this State until it obtains a certificate of authority from the Secretary of State Department of Commerce."

SECTION 363. Section 33-43-1105 of the 1976 Code, as added by Act 448 of 1994, is amended to read:

"Section 33-43-1105. The Attorney General may commence a proceeding to dissolve a limited liability company which renders professional services if:

(1) the Secretary of State Department of Commerce or a licensing authority with jurisdiction over the limited liability company which renders professional services serves written notice on the limited liability company that it has violated or is violating a provision of this chapter (other than the provisions specified in Section 33-43-901.1, a violation of which gives the Secretary of State Department of Commerce authority to administratively dissolve the limited liability company);

(2) the limited liability company does not correct each alleged violation, or demonstrate to the reasonable satisfaction of the Secretary of State Department of Commerce or licensing authority that this did not occur, within sixty days after service of the notice is perfected; and

(3) the Secretary of State Department of Commerce or licensing authority certifies to the Attorney General a description of the violation, that it notified the limited liability company of the violation, and that the limited liability company did not correct it, or demonstrate that it did not occur, within sixty days after service of notice."

SECTION 364. Section 33-43-1202 of the 1976 Code, as added by Act 448 of 1994, is amended to read:

"Section 33-43-1202. (A) The registered agent appointed by a limited liability company or a foreign limited liability company shall be an agent of a limited liability company or foreign limited liability company upon whom any process, notice, or demand required or permitted by law to be served upon the limited liability company or foreign limited liability company may be served.

(B) If a limited liability company or foreign limited liability company fails to appoint or maintain a registered agent in this State or its registered agent cannot with reasonable diligence be found at the registered office, the Secretary of State Department of Commerce shall be an agent of such limited liability company or foreign limited liability company upon whom any such process, notice, or demand may be served. Service on the Secretary of State Department of Commerce of any process, notice, or demand shall be made by delivering to and leaving with the Secretary of State Department of Commerce duplicate copies of the process, notice, or demand. If the process, notice, or demand is served on the Secretary of State Department of Commerce, the Secretary of State Department of Commerce shall immediately forward one of the copies by registered mail to the limited liability company or foreign limited liability company at its registered office. Service on the Secretary of State Department of Commerce shall be returnable in not less than thirty days.

(C) The Secretary of State Department of Commerce shall keep a record of all process, notices, and demands, served pursuant to this section and record the time and the action taken regarding the services.

(D) This section shall not limit or affect the right to serve any process, notice, or demand required or permitted by law to be served upon a limited liability company or foreign limited liability company in any other manner permitted by law."

SECTION 365. Section 33-43-1304 of the 1976 Code, as added by Act 448 of 1994, is amended to read:

"Section 33-43-1304. (A) The surviving limited liability company shall deliver to the Secretary of State Department of Commerce articles of merger executed by each constituent limited liability company setting forth:

(1) the name and jurisdiction of formation or organization of each limited liability company which is to merge;

(2) that an agreement of merger has been approved and executed by each limited liability company which is a party to the merger;

(3) the name of the surviving or resulting limited liability company;

(4) the future effective date of the merger (which shall be a date or time certain) if it is not to be effective upon the filing of the articles of merger;

(5) that the agreement of merger is on file at a place of business of the surviving limited liability company, and the address of that place of business;

(6) that a copy of the agreement of merger will be furnished by the surviving limited liability company, on request and without cost, to any person holding an interest in any limited liability company which is to merge; and

(7) if the surviving or resulting limited liability company is not a limited liability company organized under the laws of this State, a statement that such surviving limited liability company:

(a) agrees that it may be served with process in this State in any proceeding for enforcement of any obligation of any limited liability company party to the merger that was organized under the laws of this State, as well as for enforcement of any obligation of the surviving limited liability company or the new limited liability company arising from the merger; and

(b) appoints the Secretary of State Department of Commerce as its agent for service of process in any such proceeding, and the surviving limited liability company or the new limited liability company shall specify the address to which a copy of the process shall be mailed to it by the Secretary of State Department of Commerce.

(B) A merger takes effect upon the later of the effective date of the filing of the articles of merger or the date set forth in the articles of merger.

(C) The articles of merger shall be executed by a limited liability company that is a party to the merger in the manner provided for in Section 33-43-204 and shall be filed with the Secretary of State Department of Commerce in the manner provided for in Section 33-43-205.

(D) Articles of merger shall constitute articles of dissolution for a limited liability company which is not the surviving limited liability company in the merger.

(E) An agreement of merger approved in accordance with Sections 33-43-1302 and 33-43-1303 may affect any amendment to an operating agreement or affect the adoption of a new operating agreement for a limited liability company if it is the surviving limited liability company in the merger. An approved agreement of merger may also provide that the operating agreement of any constituent limited liability company to the merger (including a limited liability company formed for the purpose of consummating a merger) shall be the operating agreement of the surviving or resulting limited liability company. Any amendment to an operating agreement or adoption of a new operating agreement made pursuant to this subsection (E) shall be effective at the effective time or date of the merger.

(F) For purposes of this section, except with respect to subsections (A)(7) and (D), the term `limited liability company' shall include both domestic and foreign limited liability companies."

SECTION 366. Section 33-43-1401 of the 1976 Code, as added by Act 448 of 1994, is amended to read:

"Section 33-43-1401. (A) The Secretary of State Department of Commerce shall collect the following fees when the following documents described in this subsection are delivered to him for filing:

(1) Articles of organization of a domestic limited liability company: one hundred and ten dollars.

(2) Articles of amendment to the articles of organization of a domestic limited liability company: one hundred and ten dollars.

(3) Articles of merger involving a domestic or foreign limited liability company: one hundred and ten dollars.

(4) Application by a foreign limited liability company for a certificate of authority to do business in South Carolina: one hundred and ten dollars.

(5) Amendment by a foreign limited liability company of its certificate of authority: one hundred and ten dollars.

(6) Restated articles of organization of a limited liability company filed with an amendment to the articles of organization: ten dollars.

(7) Application for reservation of a limited liability company name: twenty-five dollars.

(8) Notice of transfer of a reserved limited liability company name: ten dollars.

(9) Annual application for registration (or renewal) of a foreign limited liability company name: ten dollars.

(10) Statement of change of registered office or registered agent, or both: ten dollars.

(11) Articles of dissolution: ten dollars.

(12) Articles of revocation of dissolution: ten dollars.

(13) Application for reinstatement after administrative dissolution: twenty-five dollars.

(14) Application for certificate of withdrawal: ten dollars.

(15) Application for certificate of existence or authorization: ten dollars.

(16) Any other document required or permitted to be filed pursuant to Sections 33-43-101 through 33-43-1409: two dollars.

(B) The Secretary of State Department of Commerce shall collect a fee of ten dollars each time process is served on him under Sections 33-43-101 through 33-43-1409. The party to a proceeding causing service of process is entitled to recover this fee as costs if he prevails in the proceeding.

(C) The Secretary of State Department of Commerce shall collect the following fees for copying and certifying the copy of any filed document relating to a domestic or foreign limited liability company:

(1) for copying, one dollar for the first page and fifty cents for each additional page; and,

(2) two dollars for each certificate."

SECTION 367. Section 33-43-1402 of the 1976 Code, as added by Act 448 of 1994, is amended to read:

"Section 33-43-1402. Any person who is adversely affected by the failure or refusal of any person to execute and file any articles or other documents to be filed under Sections 33-43-101 through 33-43-1409 may petition the court of common pleas in the county where the registered office of the limited liability company is located to direct the execution and filing of the articles or other documents. If the court finds that it is proper for the articles or other documents to be executed and filed and that there has been failure or refusal to execute and file such documents, it shall order the Secretary of State Department of Commerce to file the appropriate articles or other documents."

SECTION 368. Section 33-45-40 of the 1976 Code is amended to read:

"Section 33-45-40. They shall file with the Secretary of State Department of Commerce a written petition, signed by themselves, setting forth:

(1) The names and residences of the petitioners;

(2) The name of the proposed corporation, which shall include the word `cooperative';

(3) The place at which it proposes to have its principal place of business;

(4) The general nature of the business which it proposes to engage in;

(5) The amount of capital stock of the association and how and when payable;

(6) The number of shares into which the capital stock is to be divided and the par value of each share; and

(7) All other matters which it may be desirable to set forth."

SECTION 369. Section 33-45-50 of the 1976 Code is amended to read:

"Section 33-45-50. Upon the filing of the petition as above and upon the payment of the fee for filing such petition the Secretary of State Department of Commerce shall issue to the petitioners a commission constituting them a board of incorporators and authorizing them to open books of subscription to the capital stock of the proposed association after such public notice, not exceeding ten days, as he may require in such commission."

SECTION 370. Section 33-45-140 of the 1976 Code is amended to read:

"Section 33-45-140. Upon the payment to the treasurer or the secretary-treasurer of the association of at least twenty per cent of the aggregate amount of the capital subscribed payable in money and also upon the delivery of at least twenty per cent of the property subscribed to the aggregate amount of the capital stock or upon its delivery being secured by such obligations of the subscribers as the board of directors may approve, the board of directors shall, over their own signatures, certify to the Secretary of State Department of Commerce that all the requirements for the formation of the corporation have been complied with. Upon the filing of this return by the directors and the payment of the required fee for filing such return and upon the receipt of the charter fee as now provided by law the Secretary of State Department of Commerce shall issue to the board of incorporators a certificate of charter authorizing the association to commence business under the name and for the purposes indicated in the written declaration. The certificate of charter granted by the Secretary of State Department of Commerce shall be recorded in the office of the register of mesne conveyances or the clerk for the county in which such association shall have a business office. The board of incorporators shall turn over to the proper officers of the association all subscriptions, lists or other papers which they have taken as incorporators and all such papers shall be as valid as if taken and made by the corporation."

SECTION 371. Section 33-45-145 of the 1976 Code is amended to read:

"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 Department of Commerce 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 Department of Commerce 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 372. Section 33-45-200 of the 1976 Code is amended to read:

"Section 33-45-200. All cooperative corporations, associations or companies which were organized and doing business under the corporation statutes of this State or had attempted so to organize and so to do business prior to March 21, 1915 shall have the benefit of all the provisions of this chapter and shall be bound thereby on filing with the Secretary of State Department of Commerce a written declaration signed and sworn to by the president and secretary to the effect that such cooperative company or association has, by a majority vote of its stockholders, decided to accept the benefits of, and to be bound by, the provisions of this chapter. No association organized under this chapter shall be required to do or to perform anything not specially required herein in order to become a corporation or to continue its business as such."

SECTION 373. Section 33-46-90 of the 1976 Code, as added by Act 392 of 1994, is amended to read:

"Section 33-46-90. Articles of incorporation, amendments, consolidations,

mergers, conversions, or dissolutions and certificates of election to dissolve and affidavits of compliance, as the case may be, when executed and acknowledged and accompanied by such affidavits as may be required by the provisions of this chapter, must be presented to the Secretary of State Department of Commerce for filing in the records of that office. If the Secretary of State's Department of Commerce's office finds that the articles presented conform to the requirements of this chapter, it shall, upon payment of fees as prescribed in Section 33-1-220, file the articles so presented in the records of the office, and, upon such filing, the incorporation, amendment, consolidation, merger, conversion, or dissolution provided for therein is in effect."

SECTION 374. Section 33-46-230 of the 1976 Code, as added by Act 392 of 1994, is amended to read:

"Section 33-46-230. The articles of incorporation shall recite in the caption that they are executed pursuant to this chapter, must be signed and acknowledged by each of the incorporators, and shall state:

(1) the name of the telephone cooperative;

(2) the address of its principal office;

(3) the name and address of the incorporators;

(4) the name and address of the persons who shall constitute its first board of directors; and

(5) any provisions not inconsistent with this chapter considered necessary or advisable for the conduct of its business and affairs.

Such articles of incorporation must be submitted to the Secretary of State Department of Commerce for filing as provided in this chapter. It is not necessary to set forth in the articles of incorporation of a telephone cooperative the purpose for which it is organized or any of the corporate powers vested in a telephone cooperative under this chapter. Nothing in this chapter shall be interpreted to require a corporation created pursuant to Title 33, Chapter 45 and existing before the enactment of this chapter to amend its charter unless the corporation elects to convert pursuant to Article 8."

SECTION 375. Section 33-46-240 of the 1976 Code, as added by Act 392 of 1994, is amended to read:

"Section 33-46-240. The name of each telephone cooperative shall include the words `Telephone' and `Cooperative' and the abbreviation `Inc.'; provided, however, such limitations do not apply if, from an affidavit made by the president or vice president of a telephone cooperative and filed with the Secretary of State Department of Commerce, it appears that the telephone cooperative desires to transact business in another state and is precluded therefrom by reason of its name."

SECTION 376. Section 33-46-600 of the 1976 Code, as added by Act 392 of 1994, is amended to read:

"Section 33-46-600. A telephone cooperative may amend its articles of incorporation by complying with the following requirements:

(1) The proposed amendment must be first approved by the board of directors and must then be submitted to a vote of the members at any annual or special meeting thereof, the notice of which shall set forth the proposed amendment. The proposed amendment, with such changes as the members shall choose to make therein, must be considered approved on the affirmative vote of not less than two-thirds of those members voting thereon at the meeting.

(2) Upon such approval by the members, articles of amendment must be executed and acknowledged on behalf of the telephone cooperative by the directors carrying out the duties performed generally by the president or vice president and its corporate seal must be affixed thereto and attested by the director carrying out the duties of 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 telephone cooperative;

(b) the address of the principal office;

(c) the date of the filing of its articles of incorporation in the Office of the Secretary of State Department of Commerce; and

(d) the amendment to its articles of incorporation.

The officers executing the articles of amendment shall also make and annex thereto an affidavit stating that the provisions of this section were complied with. The articles of amendment and affidavit must be submitted to the Secretary of State Department of Commerce for filing as provided in this chapter."

SECTION 377. Section 33-46-610 of the 1976 Code, as added by Act 392 of 1994, is amended to read:

"Section 33-46-610. A telephone cooperative may, without amending its articles of incorporation, upon authorization of its board of directors, change the location of its principal office by filing a certificate of change of principal office, executed and acknowledged on behalf of the telephone cooperative by the director carrying out the duties performed generally by the president or vice president under its seal attested by the director carrying out the duties of secretary, with the Office of the Secretary of State Department of Commerce and also in each county office in which the articles of incorporation or any prior certificate of change of principal office of such telephone cooperative has been filed. Such telephone cooperative shall also within thirty days after filing such certificate of change of principal office in any county office file therein certified copies of its articles of incorporation and all amendments thereto if the same are not already on file therein."

SECTION 378. Section 33-46-620 of the 1976 Code, as added by Act 392 of 1994, is amended to read:

"Section 33-46-620. Any two or more telephone cooperatives, each of which is hereinafter designated a `consolidating cooperative', may consolidate into a new telephone cooperative, hereinafter designated the `new cooperative', by complying with the following requirements:

(1) The proposition for the consolidation of the consolidating cooperatives into the new cooperative and proposed articles of consolidation to give effect thereto must be first approved by the board of directors of each consolidating cooperative. The proposed articles of consolidation shall recite in the caption that they are executed pursuant to this chapter and shall state:

(a) the name of each consolidating telephone cooperative, the address of its principal office, and the date of the filing of its articles of incorporation in the Office of with the Secretary of State Department of Commerce;

(b) the name of the new telephone cooperative and the address of its principal office;

(c) the names and addresses of the persons who shall constitute the first board of directors of the new cooperative;

(d) the terms and conditions of the consolidation and the mode of carrying the same into effect, including the manner and basis of converting memberships in each consolidating cooperative into memberships in the new cooperative and the issuance of certificates of membership or other evidence of membership in respect of such converted memberships; and

(e) any provisions not inconsistent with this chapter considered necessary or advisable for the conduct of the business and affairs of the new telephone cooperative.

(2) The proposition for the consolidation of the consolidating telephone cooperatives into the new telephone cooperative and the proposed articles of consolidation approved by the board of directors of each consolidating telephone cooperative must then be submitted to a vote of the members of each consolidating cooperative at any annual or special meeting thereof, the notice of which shall set forth full particulars concerning the proposed consolidation. The proposed consolidation and the proposed articles of consolidation must be considered approved upon the affirmative vote of not less than two-thirds of those members of each consolidating telephone cooperative present and voting thereon at such meeting.

(3) Upon such approval by the members of the respective consolidating telephone cooperatives, articles of consolidation in the form approved must be executed and acknowledged on behalf of each consolidating cooperative by the director carrying out the duties performed generally by 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 performed generally by the president or vice president of each consolidating telephone cooperative executing such articles of consolidation 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 consolidation and affidavits must be submitted to the Secretary of State Department of Commerce for filing as provided in this chapter."

SECTION 379. Section 33-46-630 of the 1976 Code, as added by Act 392 of 1994, is amended to read:

"Section 33-46-630. Any one or more telephone cooperatives, each of which is hereinafter designated a `merging cooperative', may merge into another telephone cooperative, hereinafter designated the `surviving cooperative', by complying with the following requirements:

(1) The proposition for the merger of the merging cooperatives into the surviving cooperative and proposed articles of merger to give effect thereto must be first approved by the board of directors of each merging cooperative and by the board of directors of the surviving cooperative. The proposed articles of merger shall recite in the caption that they are executed pursuant to this chapter and shall state:

(a) the name of each merging cooperative, the address of its principal office, and the date of the filing of its articles of incorporation in the Office of with the Secretary of State Department of Commerce;

(b) the name of the surviving cooperative and the address of its principal office;

(c) a statement that the merging cooperative elects to be merged into the surviving cooperative;

(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 merging cooperative or cooperatives into memberships in the surviving cooperative and the issuance of certificates of membership or other evidence of membership in respect of such converted memberships; and

(e) any provisions not inconsistent with this chapter considered necessary or advisable for the conduct of the business and affairs of the new telephone cooperative.

(2) The proposition for the merger of the merging cooperatives into the surviving cooperative and the proposed articles of merger approved by the board of directors of the respective telephone cooperatives, parties to the proposed merger, must then be submitted to a vote of the members of each 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 those members of each telephone cooperative present and voting thereon at such meeting.

(3) Upon such approval by the members of the respective telephone cooperatives, parties to the proposed merger, articles of merger in the form approved must be executed and acknowledged on behalf of each such 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 president or vice president of each 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 Department of Commerce for filing as provided in this chapter."

SECTION 380. Section 33-46-650 of the 1976 Code, as added by Act 392 of 1994, is amended to read:

"Section 33-46-650. Any telephone cooperative may merge into a corporation which is not another telephone cooperative by complying with the following requirements:

(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:

(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 Department of Commerce for filing as provided in this chapter."

SECTION 381. Section 33-46-700 of the 1976 Code, as added by Act 392 of 1994, is amended to read:

"Section 33-46-700. A telephone cooperative which has not commenced business may dissolve voluntarily by delivering to the Secretary of State Department of Commerce articles of dissolution, executed and acknowledged on behalf of the telephone cooperative by a majority of the incorporators, and shall state:

(1) the name of the telephone cooperative;

(2) the address of its principal office;

(3) the date of its incorporation;

(4) that the telephone cooperative has not commenced any business;

(5) that the amount, if any, actually paid in on account of membership fees, less any part thereof disbursed for necessary expenses, has been returned to those entitled thereto and that all easements have been released to the grantors;

(6) that no debt of the telephone cooperative remains unpaid; and

(7) that a majority of the incorporators elect that the telephone cooperative be dissolved.

The articles of dissolution must be submitted to the Secretary of State Department of Commerce for filing as provided in this chapter."

SECTION 382. Section 33-46-740 of the 1976 Code, as added by Act 392 of 1994, is amended to read:

"Section 33-46-740. Such certificate and affidavit must be submitted to the Secretary of State Department of Commerce for filing as provided in this chapter and thereupon the telephone cooperative shall cease to carry on its business except insofar as may be necessary for the winding up thereof, but its corporate existence shall continue until articles of dissolution have been filed by the Secretary of State Department of Commerce."

SECTION 383. Section 33-46-750 of the 1976 Code, as added by Act 392 of 1994, is amended to read:

"Section 33-46-750. After the filing of the certificate and affidavit by the Secretary of State Department of Commerce, the board of directors shall immediately cause notice of the winding up proceedings to be mailed to each known creditor and claimant and to be published once a week for two successive weeks in a newspaper of general circulation in the county in which the principal office of the telephone cooperative is located."

SECTION 384. Section 33-46-770 of the 1976 Code, as added by Act 392 of 1994, is amended to read:

"Section 33-46-770. When all debts, liabilities, and obligations of the telephone cooperative have been paid and discharged or adequate provisions have been made therefor, and all the remaining property and assets of the telephone cooperative have been distributed to the members pursuant to the provisions of Section 33-46-460, the board of directors shall authorize the execution of articles of dissolution, which must thereupon 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 corporate seal must be affixed thereto and attested by the director carrying out the duties of secretary. The articles of dissolution shall recite in the caption that they are executed pursuant to this chapter and shall state:

(1) the name of the telephone cooperative;

(2) the address of the principal office of the telephone cooperative;

(3) that the telephone cooperative has theretofore delivered to the Secretary of State Department of Commerce a certificate of election to dissolve and the date on which the certificate was filed by the Secretary of State Department of Commerce in the records of his office;

(4) that all debts, obligations, and liabilities of the telephone cooperative have been paid and discharged or that adequate provisions have been made therefor;

(5) that all the remaining property and assets of the telephone cooperative have been distributed among the members in accordance with the provisions of Section 33-46-460; and

(6) that there are no actions or suits pending against the telephone cooperative.

The director executing the articles of dissolution shall also make and annex thereto an affidavit stating that the provisions of this article have been complied with. The articles of dissolution and affidavit accompanied by proof of the publication required in Section 33-46-750 must be submitted to the Secretary of State Department of Commerce for filing as provided in this chapter."

SECTION 385. Section 33-46-810 of the 1976 Code, as added by Act 392 of 1994, is amended to read:

"Section 33-46-810. The proposition for the conversion of such corporation into a telephone cooperative and the proposed articles of conversion to give effect thereto must be first approved by the board of directors of such corporation. The proposed articles of conversion shall recite in the caption that they are executed pursuant to this chapter and shall state:

(1) the name of the corporation before its conversion into a telephone cooperative;

(2) the address of the principal office of such corporation;

(3) the date of the filing of the articles of incorporation of such corporation in the Office of with the Secretary of State Department of Commerce;

(4) the statute or statutes under which such corporation was organized;

(5) the name assumed by such corporation;

(6) a statement that such corporation elects to become a telephone cooperative nonprofit membership corporation subject to this chapter;

(7) the manner and basis of converting memberships or shares of stock in such corporation into memberships in the telephone cooperative after completion of the conversion; and

(8) any provision not inconsistent with this chapter considered necessary or advisable for the conduct of the business and affairs of such telephone cooperative."

SECTION 386. Section 33-46-830 of the 1976 Code, as added by Act 392 of 1994, is amended to read:

"Section 33-46-830. Upon such approval by the members or shareholders of such corporation, the articles of conversion in the form approved by the board of directors must be executed and acknowledged on behalf of such corporation by the director carrying out the duties generally of the president or vice president, and its corporate seal must be affixed thereto and attested by the director carrying out the duties of secretary. The director executing such articles of conversion on behalf of such corporation shall also make and annex thereto an affidavit stating that the provisions of this article with respect to the approval of its directors and its members or shareholders of the proposition for the conversion of such corporation into a telephone cooperative and such articles of conversion were complied with. Such articles of conversion and affidavit must be submitted to the Secretary of State Department of Commerce for filing as provided in this chapter."

SECTION 387. Section 33-47-90 of the 1976 Code is amended to read:

"Section 33-47-90. Any corporation or association organized under previously existing statutes may by a majority vote of its stockholders or members be brought under the provisions of this chapter by limiting its membership and adopting the other restrictions as provided herein. It shall make out in duplicate a statement signed and sworn to by its directors, upon forms supplied by the Secretary of State Department of Commerce, to the effect that the corporation or association has by a majority vote of its stockholders or members decided to accept the benefits and be bound by the provisions of this chapter. Articles of incorporation shall be filed as required in Sections 33-47-210 and 33-47-220, except that they shall be signed by the members of the board of directors. The filing fee shall be two and one-half dollars."

SECTION 388. Section 33-49-80 of the 1976 Code is amended to read:

"Section 33-49-80. Articles of incorporation, amendment, consolidation, merger, conversion or dissolution and certificates of election to dissolve and affidavits of compliance, as the case may be, when executed and acknowledged and accompanied by such affidavits as may be required by the applicable provisions of this chapter shall be presented to the Secretary of State Department of Commerce for filing in the records of his office. If the Secretary of State Department of Commerce shall find that the articles presented conform to the requirements of this chapter, he shall, upon the payment of fees as in this chapter provided, file the articles so presented in the records of his office and upon such filing the incorporation, amendment, consolidation, merger, conversion or dissolution provided for therein shall be in effect."

SECTION 389. Section 33-49-90 of the 1976 Code is amended to read:

"Section 33-49-90. The Secretary of State Department of Commerce immediately upon the filing in his office of any articles pursuant to this chapter shall transmit a certified copy thereof to the county clerk of the county in which the principal office of each cooperative or corporation affected by such incorporation, amendment, consolidation, merger, conversion or dissolution shall be located. Any such clerk, upon receipt of any such certified copy, shall file and index the same in the records of his office but the failure of the Secretary of State Department of Commerce or of a clerk of a county to comply with the provisions of this section shall not invalidate such articles. In addition the Secretary of State Department of Commerce shall forward to the clerk of court or register of mesne conveyance of any county in which such cooperative owns property affected a certified copy of any such document. The clerk of court or register of mesne conveyance shall file such document in an appropriate book or file to be provided for such purpose."

SECTION 390. Section 33-49-100 of the 1976 Code is amended to read:

"Section 33-49-100. The Secretary of State Department of Commerce shall charge and collect for:

(1) Filing articles of incorporation, ten dollars;

(2) Filing articles of amendment, three dollars;

(3) Filing articles of consolidation or merger, five dollars;

(4) Filing articles of conversion, three dollars;

(5) Filing certificate of election to dissolve, three dollars;

(6) Filing articles of dissolution, five dollars; and

(7) Filing certificate of change of principal office, three dollars."

SECTION 391. Section 33-49-110 of the 1976 Code is amended to read:

"Section 33-49-110. All papers filed in the office of with the Secretary of State Department of Commerce pursuant to the provisions of this chapter shall be filed in quadruplicate."

SECTION 392. Section 33-49-230 of the 1976 Code is amended to read:

"Section 33-49-230. The articles of incorporation of a cooperative shall recite in the caption that they are executed pursuant to this chapter, shall be signed and acknowledged by each of the incorporators and shall state:

(1) The name of the cooperative;

(2) The address of its principal office;

(3) The names and addresses of the incorporators;

(4) The names and addresses of the persons who shall constitute its first board of trustees; and

(5) Any provisions not inconsistent with this chapter deemed necessary or advisable for the conduct of its business and affairs.

Such articles of incorporation shall be submitted to the Secretary of State Department of Commerce for filing as provided in this chapter.

It shall not be necessary to set forth in the articles of incorporation of a cooperative the purpose for which it is organized or any of the corporate powers vested in a cooperative under this chapter."

SECTION 393. Section 33-49-240 of the 1976 Code is amended to read:

"Section 33-49-240. The name of each cooperative shall include the words `electric' and `cooperative' and the abbreviation `Inc.'; provided, however, such limitation shall not apply if, from an affidavit made by the president or vice-president of a cooperative and filed with the Secretary of State Department of Commerce, it shall appear that the cooperative desires to transact business in another state and is precluded therefrom by reason of its name. The name of a cooperative shall distinguish it from any other corporation organized under the laws of or authorized to transact business in this State. The words `electric' and `cooperative' shall not both be used in the name of any corporation organized under the laws of or authorized to transact business in this State, except a cooperative or a corporation transacting business in this State pursuant to the provisions of this chapter."

SECTION 394. Section 33-49-810 of the 1976 Code is amended to read:

"Section 33-49-810. 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 trustees and shall then be submitted to a vote of the members at any annual or special meeting thereof, the notice of which shall set forth the proposed amendment. 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 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 with the Secretary of State Department of Commerce 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 Department of Commerce for filing as provided in this chapter."

SECTION 395. Section 33-49-820 of the 1976 Code is amended to read:

"Section 33-49-820. A cooperative may, without amending its articles of incorporation, upon authorization of its board of trustees, change the location of its principal office by filing a certificate of change of principal office, executed and acknowledged by its president or vice-president under its seal attested by its secretary, in the office of with the Secretary of State Department of Commerce and also in each county office in which the articles of incorporation or any prior certificate of change of principal office of such cooperative has been filed. Such cooperative shall also, within thirty days after filing such certificate of change of principal office in any county office, file therein certified copies of its articles of incorporation and all amendments thereto if the same are not already on file therein."

SECTION 396. Section 33-49-830 of the 1976 Code is amended to read:

"Section 33-49-830. Any two or more cooperatives, each of which is hereinafter designated a `consolidating cooperative,' may consolidate into a new cooperative, hereinafter designated the `new cooperative,' by complying with the following requirements:

(1) The proposition for the consolidation of the consolidating cooperatives into the new cooperative and proposed articles of consolidation to give effect thereto shall be first approved by the board of trustees of each consolidating cooperative. The proposed articles of consolidation shall recite in the caption that they are executed pursuant to this chapter and shall state

(a) the name of each consolidating cooperative, the address of its principal office and the date of the filing of its articles of incorporation in the office of the Secretary of State Department of Commerce,

(b) the name of the new cooperative and the address of its principal office,

(c) the names and addresses of the persons who shall constitute the first board of trustees of the new cooperative,

(d) the terms and conditions of the consolidation and the mode of carrying the same into effect, including the manner and basis of converting memberships in each consolidating cooperative into memberships in the new cooperative and the issuance of certificates of membership in respect of such converted memberships and

(e) any provisions not inconsistent with this chapter deemed necessary or advisable for the conduct of the business and affairs of the new cooperative.

(2) The proposition for the consolidation of the consolidating cooperatives into the new cooperative and the proposed articles of consolidation approved by the board of trustees of each consolidating cooperative shall then be submitted to a vote of the members of each consolidating cooperative at any annual or special meeting thereof, the notice of which shall set forth full particulars concerning the proposed consolidation. The proposed consolidation and the proposed articles of consolidation shall be deemed to be approved upon the affirmative vote of not less than two thirds of those members of each consolidating cooperative voting thereon at such meeting.

(3) Upon such approval by the members of the respective consolidating cooperatives, articles of consolidation in the form approved shall be executed and acknowledged on behalf of each consolidating cooperative by its president or vice-president and its seal shall be affixed thereto and attested by its secretary. The president or vice-president of each consolidating cooperative executing such articles of consolidation shall also make and annex thereto an affidavit stating that the provisions of this section were duly complied with by such cooperative. Such articles of consolidation and affidavits shall be submitted to the Secretary of State Department of Commerce for filing as provided in this chapter."

SECTION 397. Section 33-49-840 of the 1976 Code is amended to read:

"Section 33-49-840. Any one or more cooperatives, each of which is hereinafter designated a `merging cooperative,' may merge into another cooperative, hereinafter designated the `surviving cooperative,' by complying with the following requirements:

(1) The proposition for the merger of the merging cooperatives into the surviving cooperative and proposed articles of merger to give effect thereto shall be first approved by the board of trustees of each merging cooperative and by the board of trustees of the surviving cooperative. The proposed articles of merger shall recite in the caption that they are executed pursuant to this chapter and shall state

(a) the name of each merging cooperative, the address of its principal office and the date of the filing of its articles of incorporation in the office of with the Secretary of State Department of Commerce,

(b) the name of the surviving cooperative and the address of its principal office,

(c) a statement that the merging cooperative elects to be merged into the surviving cooperative,

(d) the terms and conditions of the merger and the mode of carrying the same into effect, including the manner and basis of converting the memberships in the merging cooperative or cooperatives into memberships in the surviving cooperative and the issuance of certificates of membership in respect of such converted memberships and

(e) any provisions not inconsistent with this chapter deemed necessary or advisable for the conduct of the business and affairs of the surviving cooperative.

(2) The proposition for the merger of the merging cooperatives into the surviving cooperative and the proposed articles of merger approved by the board of trustees of the respective cooperatives, parties to the proposed merger, shall then be submitted to a vote of the members of each such 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 shall be deemed to be approved upon the affirmative vote of not less than two thirds of those members of each cooperative voting thereon at such meeting.

(3) Upon such approval by the members of the respective cooperatives, parties to the proposed merger, articles of merger in the form approved shall be executed and acknowledged on behalf of each such cooperative by its president or vice-president and its seal shall be affixed thereto and attested by its secretary. The president or vice-president of each cooperative executing such articles of merger shall also make and annex thereto an affidavit stating that the provisions of this section were duly complied with by such cooperative. Such articles of merger and affidavits shall be submitted to the Secretary of State Department of Commerce for filing as provided in this chapter."

SECTION 398. Section 33-49-1010 of the 1976 Code is amended to read:

"Section 33-49-1010. A cooperative which has not commenced business may dissolve voluntarily by delivering to the Secretary of State Department of Commerce articles of dissolution, executed and acknowledged on behalf of the cooperative by a majority of the incorporators, which shall state:

(1) The name of the cooperative;

(2) The address of its principal office;

(3) The date of its incorporation;

(4) That the cooperative has not commenced business;

(5) That the amount, if any, actually paid in on account of membership fees, less any part thereof disbursed for necessary expenses, has been returned to those entitled thereto and that all easements have been released to the grantors;

(6) That no debt of the cooperative remains unpaid; and

(7) That a majority of the incorporators elect that the cooperative be dissolved.

Such articles of dissolution shall be submitted to the Secretary of State Department of Commerce for filing as provided in this chapter."

SECTION 399. Section 33-49-1050 of the 1976 Code is amended to read:

"Section 33-49-1050. Such certificate and affidavit shall be submitted to the Secretary of State Department of Commerce for filing as provided in this chapter and thereupon the cooperative shall cease to carry on its business except in so far as may be necessary for the winding up thereof, but its corporate existence shall continue until articles of dissolution have been filed by the Secretary of State Department of Commerce."

SECTION 400. Section 33-49-1060 of the 1976 Code is amended to read:

"Section 33-49-1060. After the filing of the certificate and affidavit by the Secretary of State Department of Commerce the board of trustees shall immediately cause notice of the winding up proceedings to be mailed to each known creditor and claimant and to be published once a week for two successive weeks in a newspaper of general circulation in the county in which the principal office of the cooperative is located."

SECTION 401. Section 33-49-1080 of the 1976 Code is amended to read:

"Section 33-49-1080. When all debts, liabilities and obligations of the cooperative have been paid and discharged or adequate provision shall have been made therefor and all the remaining property and assets of the cooperative shall have been distributed to the members pursuant to the provisions of Section 33-49-1070, the board of trustees shall authorize the execution of articles of dissolution, which shall thereupon 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. Such articles of dissolution shall recite in the caption that they are executed pursuant to this chapter and shall state:

(1) The name of the cooperative;

(2) The address of the principal office of the cooperative;

(3) That the cooperative has theretofore delivered to the Secretary of State Department of Commerce a certificate of election to dissolve and the date on which the certificate was filed by the Secretary of State Department of Commerce in the records of his office;

(4) That all debts, obligations and liabilities of the cooperative have been paid and discharged or that adequate provision has been made therefor;

(5) That all the remaining property and assets of the cooperative have been distributed among the members in accordance with the provisions of Section 33-49-1070; and

(6) That there are no actions or suits pending against the cooperative.

The president or vice-president executing the articles of dissolution shall also make and annex thereto an affidavit stating that the provisions of this article have been duly complied with. Such articles of dissolution and affidavit accompanied by proof of the publication required in Section 33-49-1060 shall be submitted to the Secretary of State Department of Commerce for filing as provided in this chapter."

SECTION 402. Section 33-49-1220 of the 1976 Code is amended to read:

"Section 33-49-1220. The proposition for the conversion of such corporation into a cooperative and the proposed articles of conversion to give effect thereto shall be first approved by the board of trustees or the board of directors, as the case may be, of such corporation. The proposed articles of conversion shall recite in the caption that they are executed pursuant to this chapter and shall state:

(1) The name of the corporation prior to its conversion into a cooperative;

(2) The address of the principal office of such corporation;

(3) The date of the filing of the articles of incorporation of such corporation in the office of with the Secretary of State Department of Commerce;

(4) The statute or statutes under which such corporation was organized;

(5) The name assumed by such corporation;

(6) A statement that such corporation elects to become a cooperative nonprofit membership corporation subject to this chapter;

(7) The manner and basis of converting either memberships in or shares of stock of such corporation into memberships therein after completion of the conversion; and

(8) Any provisions not inconsistent with this chapter deemed necessary or advisable for the conduct of the business and affairs of such corporation."

SECTION 403. Section 33-49-1240 of the 1976 Code is amended to read:

"Section 33-49-1240. Upon such approval by the members or stockholders of such corporation, articles of conversion in the form approved by such members or stockholders shall be executed and acknowledged on behalf of such corporation by its president or vice-president, and its corporate seal shall be affixed thereto and attested by its secretary. The president or vice-president executing such articles of conversion on behalf of such corporation shall also make and annex thereto an affidavit stating that the provisions of this article with respect to the approval of its trustees or directors and its members or stockholders of the proposition for the conversion of such corporation into a cooperative and such articles of conversion were duly complied with. Such articles of conversion and affidavit shall be submitted to the Secretary of State Department of Commerce for filing as provided in this chapter."

SECTION 404. Section 33-49-1320 of the 1976 Code is amended to read:

"Section 33-49-1320. Any such foreign corporation, as a prerequisite to the extension of its lines into and the transaction of business in this State, shall by an instrument executed and acknowledged in its behalf by its president or vice-president under its corporate seal attested by its secretary designate the Secretary of State Department of Commerce its agent to accept service of process in its behalf."

SECTION 405. Section 33-53-10 of the 1976 Code is amended to read:

"Section 33-53-10. Every business trust created at common law in this State or doing business in this State under an express trust instrument by which property is held and managed by one or more trustees for the benefit and profit of such persons as may be or may become holders of transferable certificates evidencing beneficial interest in the trust estate shall record the trust instrument creating such trust and any amendment thereto with the register of mesne conveyances, or with the clerk of court in those counties where the office of register of mesne conveyances has been abolished, of the county in which it has its principal place of business in this State, and shall also file a verified copy of such instrument and any amendments thereto with the Secretary of State Department of Commerce."

SECTION 406. Section 33-56-20 of the 1976 Code, as added by Act 461 of 1994, is amended by deleting:

"(5) `Secretary' means the Secretary of State."

SECTION 407. Section 33-56-30 of the 1976 Code, as added by Act 461 of 1994, is amended to read:

"Section 33-56-30. Except as otherwise provided in this chapter, every charitable organization which intends to solicit contributions within this State or have contributions solicited on its behalf shall file a registration statement with the secretary Attorney General on forms prescribed by the secretary Attorney General by July first of each year but in all cases prior to solicitation. It is the duty of the chief executive officer or chief financial officer of each charitable organization to file the statements required under this chapter. The statements must be sworn to and contain:

(1) the name of the organization;

(2) the purpose for which it was organized;

(3) the principal address of the organization and the address of any offices in this State. If the organization does not maintain an office, the name and address of the person having custody of its financial records;

(4) the names and addresses of the chief executive officer and chief financial officer;

(5) the names and addresses of any chapters, branches, or affiliates in this State;

(6) the place and date the organization was legally established, the form of its organization, and a reference to any determination of its tax exempt status under the Internal Revenue Code;

(7) whether the organization intends to use professional solicitors or hire individuals to solicit;

(8) whether it is certified as a tax exempt organization and is authorized by any other governmental authority in this State to solicit contributions;

(9) whether it is or has ever been enjoined by any court from soliciting contributions; and

(10) the general purpose for which the contributions to be solicited shall be used.

The registration forms and other documents prescribed by the Secretary of State Attorney General must be signed by the chief executive officer and chief financial officer of the charitable organization and certified as true. Every charitable organization which submits a registration to the secretary Attorney General must pay an annual registration fee of fifty dollars."

SECTION 408. Section 33-56-40 of the 1976 Code, as added by Act 461 of 1994, is amended to read:

"Section 33-56-40. The Children's Trust Fund of South Carolina as established by Section 20-7-5010 is required to register with the Secretary of State Attorney General but is not required to pay the annual registration fee provided for in Section 33-56-30."

SECTION 409. Section 33-56-50 of the 1976 Code, as added by Act 461 of 1994, is amended to read:

"Section 33-56-50. The following are not required to file registration statements with the Secretary of State Attorney General, provided none of its fund-raising activities are carried on by professional solicitors:

(1) an educational institution which solicits contributions only from its students and their families, alumni, faculty, friends and other constituencies, trustees, corporations, foundations, and individuals who are interested in and supportive of the programs of the institution;

(2) persons requesting contributions for the relief of an individual specified by name at the time of the solicitation when all of the contributions collected without any deductions of any kind are turned over to the named beneficiary for his use, provided that a person soliciting the contributions is not a named beneficiary;

(3) charitable organizations which do not intend to solicit nor receive contributions from the public in excess of five twenty thousand dollars during a calendar year or do not receive contributions from more than ten persons during a calendar year, if all of their functions, including fund-raising activities, are carried on by persons who are unpaid for their services and if no part of their assets or income inures to the benefit of or is paid to any officer or member. If the contributions raised from the public, whether all of the contributions are or are not received by a charitable organization during any calendar year, are in excess of five twenty thousand dollars, within thirty days after the date the contributions exceed five twenty thousand dollars, it must register with and report to the department as required by this chapter;

(4) organizations which solicit exclusively to their members, including utility cooperatives; and

(5) any veteran's organization which has a congressional charter.

Any charitable organization claiming to be exempt from the registration provisions of this chapter and which will or does solicit charitable contributions shall submit annually to the secretary Attorney General on forms to be prescribed by the secretary Attorney General, the name, address, and purpose of the organization and a statement setting forth the reason for the claim for exemption. If exempted, the secretary Attorney General or his appropriate division shall issue a letter of exemption which may be exhibited to the public. No filing fee is required of an exempt organization.

SECTION 410. Section 33-56-60 of the 1976 Code, as added by Act 461 of 1994, is amended to read:

"Section 33-56-60. (A) Each charitable organization soliciting funds in this State and not exempt under Section 33-56-50, whether individually or collectively with other organizations, shall file a report of its financial activities, on forms prescribed by the Secretary of State Attorney General, certified to be true by the chief executive officer and the chief financial officer of it, in the office of the Secretary of State Attorney General. The report must cover the preceding fiscal year and must be filed within two and one-half months of the close of the organization's fiscal year unless a written extension has been granted by the secretary Attorney General.

The report must include:

(1) specific and itemized support and revenue statements disclosing direct public support from solicitation, indirect public support, government grants, program service revenue, and any other revenue. The report must disclose the amount of direct public support received from direct mail solicitation, telephone solicitation, commercial co-venturers, door-to-door solicitations, telethons, and all other itemized sources;

(2) specific and itemized expense statements disclosing program services, public information expenditures, fund-raising costs, payments to affiliates, management costs, and salaries paid; and

(3) balance sheet disclosures containing total assets and liabilities.

(B) However, if a charitable organization is required to file Internal Revenue Service Form 990 with the Internal Revenue Service, the organization may file such form with the secretary Attorney General in lieu of the report required under subsection (A) of this section, provided that the form may exclude such information which the Internal Revenue Service would not release pursuant to a Freedom of Information request.

(C) An organization failing to file the report required by this section may be enjoined from further solicitation of funds in this State in an action brought by the Attorney General or secretary. An organization failing to file a timely report required by this section may be assessed by the secretary Attorney General administrative fines not to exceed two thousand dollars."

SECTION 411. Section 33-56-70 of the 1976 Code, as added by Act 461 of 1994, is amended to read:

"Section 33-56-70. Every contract or agreement between professional fund-raising counsel or professional solicitor and a charitable organization must be in writing and filed with the Secretary of State Attorney General within ten days after the contract is made. Every agreement or written statement of the nature of the arrangement to prevail in the absence of a contract between a professional fund-raising counsel or solicitor and a charitable organization must be filed with the Secretary of State Attorney General within ten days after the contract or written agreement is made. Every contract filed under this section must disclose the amount of compensation the professional fund-raising counsel or solicitor will receive, or if there is no flat fee, the percentage of collected revenues the professional fund-raising counsel or solicitor will receive. Every contract or agreement filed under this section must disclose the name and residence address of each person directing or supervising the conduct of services. Every contract or agreement filed under this section and involving telephone solicitation must disclose the location and telephone numbers from which the soliciting will be conducted.

Within ninety days after a solicitation campaign has been completed, and on the anniversary of the commencement of a solicitation campaign lasting more than one year, the professional solicitor or the charitable organization must file with the secretary Attorney General a joint financial report for the campaign, including gross revenue and an itemization of expenses. The report must be completed on a form prescribed by the secretary Attorney General and signed by an authorized official of the paid solicitor or an authorized official from the charitable organization and certified to be true.

A professional fund-raising counsel, professional solicitor, or charitable organization failing to comply with this section is liable for an administrative fine not to exceed ten dollars for each day of noncompliance, with a maximum fine under each nonregistered agreement of two thousand dollars."

SECTION 412. Section 33-56-80 of the 1976 Code, as added by Act 461 of 1994, is amended to read:

"Section 33-56-80. Registration statements and applications, reports, professional fund-raising counsel contracts or professional solicitor contracts, and all other documents and information required to be filed under this chapter or by the Secretary of State Attorney General are public records in the office of the Secretary of State Attorney General and are open to the general public for inspection at such time and under such conditions as the secretary Attorney General may prescribe. The secretary Attorney General shall publish and make available to the public and to persons subject to this chapter explanatory information concerning this chapter, the duties imposed by this chapter, and the means for enforcing this chapter."

SECTION 413. Section 33-56-90(4) of the 1976 Code, as added by Act 461 of 1994, is amended to read:

"(4) Upon request, a professional solicitor shall display or deliver to the solicited party a copy of his registration certification from the secretary Attorney General."

SECTION 414. Section 33-56-100 of the 1976 Code, as added by Act 461 of 1994, is amended to read:

"Section 33-56-100. In accordance with the regulations promulgated by the secretary Attorney General, every charitable organization and professional fundraiser subject to the provisions of this chapter shall keep the true fiscal records as to its activities in this State. The records must be retained for at least three years after the end of the period of registration to which they relate."

SECTION 415. Section 33-56-110 of the 1976 Code, as added by Act 461 of 1994, is amended to read:

"Section 33-56-110. No person shall act as a professional fund-raising counsel or professional solicitor for a charitable organization subject to the provisions of this chapter, unless he has first registered with the Secretary of State Attorney General. Applications for registration must be in writing under oath or affirmation in the form prescribed by the Secretary of State Attorney General and contain that information as the Secretary of State Attorney General may require. The application for registration by professional fund-raising counsel or professional solicitor must be accompanied by an annual fee of fifty dollars.

At the time of making application, professional solicitors shall file with and have approved by the Secretary of State Attorney General a surety bond in which the applicant or his employer shall be the principal obligor in the sum of fifteen thousand dollars with one or more sureties satisfactory to the Secretary of State Attorney General, whose liability in the aggregate as such sureties will at least equal that sum and maintain the bond in effect so long as a registration is in effect. However, a deposit of cash in the amount of fifteen thousand dollars may be accepted in lieu of the bond. The bond shall run to the State of South Carolina for the use of the secretary Attorney General or his appropriate division and any person who may have a cause of action against the obligor of the bonds for losses resulting from malfeasance, nonfeasance, or misfeasance in the conduct of solicitation activities. A partnership or corporation which is a professional solicitor may file a consolidated bond on behalf of all its members, officers, and employees.

Each registration is valid throughout the State for one year and may be renewed for additional one-year periods upon written application under oath in the form prescribed by the Secretary of State Attorney General and the payment of the fee prescribed in this chapter.

Professional fundraisers or professional fund-raising counsel who fail to comply with the provisions of this section are liable for an administrative fine not to exceed ten dollars for each day of noncompliance, with a maximum fine under this paragraph of two thousand dollars."

SECTION 416. Section 33-56-120(2) of the 1976 Code, as added by Act 461 of 1994, is amended to read:

"(2) No charitable organization, professional fund-raising counsel, or professional solicitor shall use or exploit the fact of registration so as to lead the public to believe that the registration in any way constitutes an endorsement or approval by the State. However, the use of the following statement is not considered a prohibited exploitation: `Registered with the Secretary of State Attorney General as required by law. Registration does not imply endorsement of a public solicitation for contributions'."

SECTION 417. Section 33-56-130 of the 1976 Code, as added by Act 461 of 1994, is amended to read:

"Section 33-56-130. If any charitable organization, professional fund-raising counsel, or professional solicitor soliciting contributions from people in this State and having a principal place of business outside the State, or organized under and by virtue of the laws of a foreign state, is subject to the provisions of this chapter and does not otherwise appoint a registered agent for service of process, then that charitable organization, professional fund-raising counsel, or professional solicitor is considered to have irrevocably appointed the secretary Attorney General as an agent upon whom may be served summons, subpoena, subpoena duces tecum, or other process directed to the charitable organization, professional fund-raising counsel, or professional solicitor or any partner, principal officer, or director of it in any action or proceeding brought under the provisions of this chapter. Service of process upon the secretary Attorney General must be made by delivering to and leaving with him personally a copy thereof at the office of the secretary Attorney General and the service shall be sufficient service, provided, that notice of the service and a copy of the process are sent by the secretary Attorney General to the charitable organization, professional fund-raising counsel, or professional solicitor, by registered or certified mail with return receipt requested, at the address set forth in the registration form required to be filed with the secretary Attorney General pursuant to this chapter or, in default of the filing of such form, at the last address known to the secretary Attorney General. Service of the process is complete ten days after the receipt by the secretary Attorney General of a return receipt purporting to be signed by the addressee or a person qualified to receive the registered or certified mail, in accordance with the accepted practices of the United States Postal Service, or, if acceptance was refused by the addressee, ten days after the return to the secretary Attorney General of the original envelope bearing a notation by the postal authorities that receipt thereof was refused."

SECTION 418. Section 33-56-140 of the 1976 Code, as added by Act 461 of 1994, is amended to read:

"Section 33-56-140. (1) Upon his own motion or upon complaint of any person, the secretary Attorney General may investigate any charitable organization, professional fund-raising counsel, or professional solicitor to determine whether the charitable organization, professional fund-raising counsel, or professional solicitor has violated the provisions of this chapter or has filed an application or other information required under this chapter which contains false or misleading statements. The secretary Attorney General may subpoena persons and require the production of books, papers, and other documents to aid in the investigation of alleged violations of this chapter.

(2) If any charitable organization, professional fund-raising counsel, or professional solicitor fails to file a registration application, statement, report, or other information required to be filed with the secretary Attorney General under this chapter, or violates the provisions of this chapter, the secretary Attorney General shall notify the delinquent charitable organization, professional fund-raising counsel, or professional solicitor of this fact by mailing a notice by registered or certified mail, with return receipt requested, to its last known address. If the required registration application, statement, annual report, assurance of voluntary compliance, or other information is not filed or if the existing violation is not discontinued within fifteen days after the formal notification or receipt of the notice, the secretary Attorney General may assess an administrative fine not to exceed two thousand dollars against the delinquent organization.

(3) In addition to all other actions authorized by law, the secretary or Attorney General, if they have he has reason to believe that one or more of the following acts or violations listed below has occurred, may bring an action to enjoin the charitable organization, professional fund-raising counsel, professional solicitor, or other person from continuing the act or violation, doing any other acts in furtherance of it, and for such other relief as to the court considers appropriate:

(a) a person is knowingly and wilfully operating in violation of the provisions of this chapter;

(b) a person has knowingly and wilfully made any false statement in any registration application, statement, report, or other information required to be filed by this chapter;

(c) a person has failed to file a registration statement or financial report required by this chapter;

(d) a person is employed or is about to be employed in any solicitation or collection of contributions any device, scheme, or artifice to defraud or to obtain money or property by means of false pretense, representation, or promise;

(e) the officers or representatives of a charitable organization, professional fund-raising counsel, or professional solicitor have refused or failed after notice to produce any records of the organization; or

(f) whenever the funds raised by solicitation activities are not devoted or will not be devoted to the charitable purposes of the charitable organization.

(4) In addition to the provisions of subsection (3), any person who knowingly and wilfully violates the provisions of this chapter or who knowingly and wilfully gives false or incorrect information to the secretary Attorney General in filing statements or reports required by this chapter, is guilty of a misdemeanor and, upon conviction, for a first offense shall be fined not more than one thousand dollars or be imprisoned for not more than thirty days, and for a second or any subsequent offense shall be fined not more than five thousand dollars or be imprisoned for not more than one year, or both.

(5) Any registration application, statement, report, or other information required to be filed with the Secretary of State Attorney General under this chapter by a charitable organization, professional fund-raising counsel, or professional solicitor which contains false or misleading statements may be rejected by the secretary Attorney General and returned to the submitting party without being filed.

(6) If a person is assessed an administrative fine under this chapter, the person has thirty days to pay the fine. After thirty days, the secretary Attorney General shall give the delinquent person thirty days' notice that he will seek to enjoin the activities of the person. Before the secretary Attorney General seeks an injunction, the person may pay the fines or request a hearing before the secretary Attorney General. A person who fails to remit fines after the required notice is given may be enjoined from engaging in further charitable solicitation activities until the fine is paid. A person assessed a fine may request an evidentiary hearing before the secretary Attorney General. A person may appeal an adverse ruling by the secretary Attorney General to the circuit court. An appeal to the circuit court shall be governed by the standard of review provided in the Administrative Procedures Act and the case law interpreting that provision.

(7) The secretary Attorney General may exercise the authority granted in this section against a person who operates under the guise or pretense of being an organization exempted by the provisions of Section 33-56-40 or 33-56-50 and is not in fact an organization entitled to such an exemption."

SECTION 419. Section 33-56-150 of the 1976 Code, as added by Act 461 of 1994, is amended to read:

"Section 33-56-150. There shall be in the office of the Secretary of State Attorney General a Division of Public Charities which, under the direction and control of the secretary Attorney General, shall perform the duties imposed upon it by the provisions of this chapter. The executive and administrative head of the division shall be the Director of Public Charities designated by the secretary Attorney General."

SECTION 420. Section 33-56-160 of the 1976 Code, as added by Act 461 of 1994, is further amended to read:

"Section 33-56-160. All The first two hundred thousand dollars in administrative fines fine revenue imposed received pursuant to this chapter in a fiscal year may be retained by the Attorney General to offset the expenses of enforcing this chapter. All administrative fines collected pursuant to this chapter in excess of two hundred thousand dollars in a fiscal year must be transmitted to the State Treasurer and deposited in the state general fund. All fees collected under this chapter must be transmitted to the State Treasurer and deposited in a fund separate and distinct from the state general fund and used by the Secretary of State Attorney General for the purpose of administering the provisions of this chapter."

SECTION 421. Section 33-56-190 of the 1976 Code, as added by Act 461 of 1994, is amended to read:

"Section 33-56-190. The secretary Attorney General may enter into agreements with the appropriate authority of any other state for the purpose of exchanging information with respect to charitable organizations, professional fund-raising counsel, and professional solicitors."

SECTION 422. Section 34-1-70 of the 1976 Code is amended to read:

"Section 34-1-70. No bank, building and loan association, savings and loan association, or savings bank may be granted a charter by the Secretary of State Department of Commerce unless and until the Board has approved the application in writing. No branch bank, branch building and loan association, branch savings and loan association, or branch savings bank may be established without the approval in writing of the Board. Before any application for the incorporation of a bank, building and loan association, savings and loan association, or savings bank, or the establishment of a branch thereof may be approved, the Board shall make an investigation to determine whether or not the applicants have complied with all the provisions of law, whether in the judgment of the Board they are qualified to operate the institution and whether the establishment of the bank, building and loan association, savings and loan association, or savings bank or of a branch thereof, would serve the public interest, taking into consideration local circumstances and conditions at the place where it proposes to do business. A remote service unit as defined in Section 34-28-30 is not considered a branch of a bank, building and loan association, savings and loan association, or a savings bank and is not subject to any of the provisions of this section applicable to branch applications."

SECTION 423. Section 34-3-810 of the 1976 Code is amended to read:

"Section 34-3-810. Any banking corporation organized under the laws of the United States and doing business in this State may become an incorporated bank of this State with all the powers and subject to all the obligations and duties of banks incorporated under the laws of this State, provided such banking corporation has authority by virtue of the laws of the United States to dissolve its organization as a national banking corporation.

A national banking corporation desiring to become such an incorporated bank under the laws of this State shall proceed in the following manner:

(1) It shall take such action in the manner prescribed or authorized by the laws of the United States as shall make its dissolution as a national banking corporation effective at a specified future date; and

(2) A majority of its directors shall thereafter and before the time when its dissolution becomes effective execute under their hands and seals in duplicate, upon the authority of a resolution adopted by the owners of at least two thirds of its capital stock at a meeting held after ten days' notice thereof given to each stockholder by registered mail, a certificate setting forth the following facts:

(a) its name and place of business as a national banking association and the name that it proposes to use as its corporate name after becoming a banking corporation under the laws of this State,

(b) the amount of its capital stock and the number of shares into which it is divided and the par value of each,

(c) the names of its directors and of its officers at the date of its dissolution as a national bank and who will constitute its directors and officers as a State bank and

(d) the date upon which its dissolution as a national banking association shall become effective and upon which date it shall commence business as a bank under the laws of this State.

Such certificate in duplicate shall be thereupon lodged with the Secretary of State Department of Commerce, who shall endorse on the certificate in duplicate the date of its filing in his office. One duplicate of the certificate shall be filed in the office of the Secretary of State Department of Commerce and the other so endorsed shall be issued to the bank and be recorded in the office of the register of mesne conveyances in the county in which the principal place of business of the bank is located."

SECTION 424. Section 34-3-820 of the 1976 Code is amended to read:

"Section 34-3-820. After the issuance of such certificate by the Secretary of State Department of Commerce and the payment to him of the same fees as would be payable for the incorporation of a bank under the laws of this State with a similar capital stock, the corporate existence of such bank as a State bank shall begin as soon as its dissolution as a national banking corporation becomes effective."

SECTION 425. Section 34-9-60 of the 1976 Code is amended to read:

"Section 34-9-60. In addition to all other requirements, no bank or banking institution of any nature shall be granted a charter by the Secretary of State Department of Commerce unless and until the State Board of Bank Control has certified that the paid-in capital of such bank or banking institution is sufficient to qualify such bank or banking institution for membership in the Federal Deposit Insurance Fund."

SECTION 426. Section 34-9-70 of the 1976 Code is amended to read:

"Section 34-9-70. Notwithstanding the provisions of Section 34-9-60 the existing charter of any bank, banking institution or depository may be transferred to new owners proposing to operate a bank, banking institution or depository at a new location and with a new personnel. Operation by such transferees at such new location shall be legal and the provisions of Section 34-9-60 shall not apply thereto if the State Board of Bank Control shall first certify to the Secretary of State Department of Commerce that the public interest will be promoted by the transfer and operation of such institution under the transferred charter at the proposed new location. In such instance the Secretary of State Department of Commerce shall record the transfer and the certificate of the Board and shall amend the transferred charter as to the name and as to the principal place of business if he is petitioned so to do."

SECTION 427. Section 34-27-40 of the 1976 Code is amended to read:

"Section 34-27-40. Ten or more citizens of this State, all who have a common bond of employment (includes employees of organizations owned in the majority by the sponsoring employer), association, churches or church-related organizations, who have associated themselves by an agreement in writing for the purpose of forming a cooperative credit union under the provisions of this chapter may apply to the State Board of Financial Institutions for a certificate certifying that it is satisfied that the proposed field of operation is favorable to the success of such cooperative credit union, and that the standing of the proposed members is such as to give reasonable assurance that its affairs will be administered in accordance with the spirit of this chapter; and upon the Board being so satisfied it shall issue such certificate. Upon the filing of such certificate in the office of the Secretary of State Department of Commerce and the payment to him of a charter fee of ten dollars, the Secretary of State Department of Commerce shall thereupon issue to such cooperative credit union a certificate of incorporation.

Provided, however, that when any federally chartered credit union converts to a state chartered credit union pursuant to Section 34-27-270 and obtains a state charter under this section, it shall be authorized to maintain its membership existing at the time of conversion but thereafter shall be limited in any expansion of membership by the common bond requirements of this section."

SECTION 428. Section 34-28-100 of the 1976 Code is amended to read:

"Section 34-28-100. (1) When authorized by the Board as provided in this article, an association may be formed under the laws of this State for the purpose of conducting a general savings and loan business and having all the powers and purposes authorized by this chapter and otherwise by Title 34.

(2) A written application for authority to organize an association as provided in subsection (1) must be filed with the Board and include:

(a) the proposed corporate name and evidence that the proposed name has been reserved with the Secretary of State Department of Commerce; however, evidence that an association has reserved a corporate name with the Secretary of State Department of Commerce does not preclude the Board from disapproving the name on the grounds of potential confusion with the name of an existing financial institution;

(b) detailed financial and biographical information as the Board may require for each proposed director, chief executive officer, and managing officer;

(c) the total amount of the savings account capital or capital stock proposed to be issued, the amount subscribed by each incorporator, and the method to be used to raise any remaining capital required before the proposed association will be authorized to begin business;

(d) the name and address of the proposed managing officer and chief executive officer, if known;

(e) the community and the street and number, if available, where the proposed association is to be located; and

(f) additional information as the Board may reasonably require. The application for authority to organize must be filed with the Board in triplicate and must be accompanied by a nonrefundable filing fee established by the Board.

(3)(a) Upon the filing of an application, the Board shall make an investigation of:

1. the character, reputation, financial standing, experience, and business qualifications of the proposed officers and directors;

2. the character, reputation, financial standing, and motives of the incorporator or incorporators in organizing the proposed association;

3. the public need for an association or additional association, as the case may be, in the primary service area where the proposed association is to be located, giving particular consideration to the ability of the primary service area to support both the proposed and all other existing associations in the community in the conduct of profitable operations and to the benefits of competition to the public.

(b) Any applicant who files an application which requires an investigation to be conducted outside the State shall reimburse the Board for all costs incurred in the normal course of investigation, which reimbursement must be in addition to the filing fee authorized in this section.

(4) The Board shall approve the application unless it finds that one or more of the conditions in (a) through (f) exist:

(a) Public convenience and advantage will not be promoted by the establishment of the proposed association. In determining whether an applicant meets this requirement, the Board shall consider all materially relevant factors, including:

1. the location and services proposed to be offered by the applicant and currently offered by existing associations in the primary service area to be served by the applicant; and

2. the primary service area's general economic and demographic characteristics.

(b) Local conditions do not indicate reasonable promise of the successful operation of the proposed association and of those associations already established in the primary service area community. In determining whether an applicant meets this requirement, the Board shall consider all materially relevant factors, including:

1. Current economic conditions and the growth potential of the primary service area in which the proposed association intends to locate; and

2. The growth rate, size, financial strength, and operating characteristics of other associations in the primary service area of the proposed association.

(c) The proposed officers and directors do not have sufficient experience, ability, standing, and responsibility to indicate reasonable promise of the successful operation of the association.

(d) The applicant's proposed capital structure is inadequate. In no event may the minimum capital required be less than three million dollars or that larger amount as may be specified in a regulation issued by the Board.

(e) The name of the proposed association does not comply with Section 34-28-110.

(f) No provision has been made for suitable quarters at the location specified in the application.

(5) The order approving an application may impose reasonable conditions which must be met before a certificate of authorization to transact business will be issued, which conditions may include employment of suitable personnel, alterations to the proposed capital structure, the obtaining of suitable quarters at the location proposed, or those other matters as the Board may deem necessary. If the Board approves the application for authority to organize, the applicant shall file its articles of incorporation with the Secretary of State Department of Commerce and apply for a commitment for appropriate insurance of accounts. Upon approval by the Board of the application for authority to organize, the Board shall forward a copy of its final order to the Federal Savings and Loan Insurance Corporation. The corporate existence of an association begins on the date that the approved articles of incorporation are filed with the Secretary of State Department of Commerce, unless otherwise provided in the articles of incorporation, but the association shall not commence business before it is in possession of a certificate of authorization to transact business as provided in Section 34-28-150. Prior to that time, an association may perform only those acts as are necessary to perfect its organization, raise capital, obtain and equip a place of business, and otherwise prepare for a general savings association business."

SECTION 429. Section 34-28-130 of the 1976 Code is amended to read:

"Section 34-28-130. (1) The Articles of Incorporation of an association shall contain:

(a) The name of the proposed association, which shall comply with Section 34-28-110, and in the case of a stock-owned association must contain the word `corporation', `incorporated', `limited', or `company' or an abbreviation thereof sufficient to distinguish a stock-owned association from a mutual association;

(b) The address of the principal office of the association in South Carolina, including the county and municipality where it is located, together with a registered agent for receiving service of process and the address of the agent if it differs from that of the principal office of the association;

(c) The period of duration of the corporation which is deemed perpetual unless otherwise stated;

(d) The general nature of the business to be transacted or a statement that the association may engage in any activity or business permitted to associations under this chapter and other provisions of Title 34. This statement shall authorize all those activities and business by the association;

(e) With respect to a stock-owned association, the amount of capital stock authorized, showing the maximum number of shares of par value common stock and of preferred stock, and of every kind, class, or series of each, together with the distinguishing characteristics and the par value of all shares;

(f) The amount of capital with which the association will begin business;

(g) The number of directors, which may not be fewer than five, and the names and street addresses of the members of the first board of directors who, unless otherwise provided by the Articles of Incorporation, the bylaws, or this chapter, shall hold office for the term set forth in Section 34-28-420(4) or until their successors are elected or appointed and have qualified;

(h) The names, and addresses of all the incorporators, not less than ten in number;

(i) Any other provisions authorized or permitted to be in the Articles of Incorporation of a corporation by Chapters 1 to 25 of Title 33 which the incorporators elect to include therein.

(2) The Articles of Incorporation must be in writing, signed by all the incorporators, and submitted to the Board for its approval. Upon approval, the Board shall place the following legend upon the Articles of Incorporation `Approved by the Board of Financial Institutions this ___ day of ___, ___ (herein the name and signature of the Chairman of the Board)'. Thereafter, the Articles of Incorporation must be filed with the Secretary of State Department of Commerce.

(3) An association shall not amend its Articles of Incorporation without the prior written approval of the Board."

SECTION 430. Section 34-28-200 of the 1976 Code is amended to read:

"Section 34-28-200. (1) At an annual meeting or at any special meeting of the members or stockholders called to consider the action, any state-chartered association may convert itself into a federal savings association, federal savings and loan association, or federal savings bank, hereinafter called `federal association', in accordance with the laws of the United States, as now or hereafter amended, upon a vote of a majority or more of the total number of votes of the members or stockholders eligible to cast votes at the meeting. A copy of the minutes of the proceedings of the meeting of the members or stockholders, verified by the affidavit of the secretary or an assistant secretary, must be filed with the Board within ten days after the date of the meeting. A sworn copy of the proceedings of the meeting, when so filed, is presumptive evidence of the holding and action of the meeting. Within three months after the date of the meeting, the association shall commence that action in the manner prescribed and authorized by the laws of the United States as shall make it a federal association. There must be filed with the Board a copy of the charter issued to the federal association by the Federal Home Loan Bank Board or a certificate showing the organization of the association as a federal association, certified by the secretary or assistant secretary of the Federal Home Loan Bank Board. A similar copy of the charter, or of the certificate, must be filed by the association with the Secretary of State Department of Commerce. No failure to file any of these instruments with either the Board or the Secretary of State Department of Commerce shall affect the validity of the conversion. Upon the grant to any association of a charter by the Federal Home Loan Bank Board, the association receiving the charter shall cease to be an association incorporated under this chapter and is no longer subject to the supervision and control of the Board. Upon the conversion of any association into a federal association, the corporate existence of the association shall not terminate, but the federal association is considered to be a continuation of the entity of the association so converted, and all property of the converted association, including its right, title, and interest in all and to all property of whatever kind, whether real, personal, or mixed, and things in action, and every right, privilege, interest, and asset of any conceivable value or benefit then existing, pertaining to it, or which would inure to it, shall immediately by operation of law and without any conveyance or transfer and without any further act or deed remain and be vested in and continue to be the property of the federal association into which the state association has converted itself, and the federal association shall have, hold, and enjoy the same in its own right as fully and to the same extent as if the same were possessed, held, and enjoyed by the converting association. The federal association as of the time of the taking effect of the conversion shall continue to have and succeed to all the rights, obligations, and relations of the converting association. All pending actions and other judicial proceedings to which the converting state association is a party are not considered to have abated or to have discontinued by reason of the conversion, but may be prosecuted to final judgment, order, or decree in the same manner as if the conversion into the federal association had not been made, and the federal association resulting from the conversion may continue those actions in its corporate name as a federal association; and any judgment, order, or decree may be rendered for or against it which might have been rendered for or against the converting state association involved in the judicial proceedings.

(2) Any association or corporation which has converted itself into a federal association under the provisions of the laws of the United States and has received a charter from the Federal Home Loan Bank Board is thereafter recognized as a federal association, and its federal charter must be given full recognition by the courts of this State to the same extent as if the conversion had taken place under the provisions of this section; provided, there must have been compliance with the foregoing requirements with respect to the filing with the Board of a copy of the federal charter or a certificate showing the organization of the association as a federal association. All these conversions are hereby ratified and confirmed, and all the obligations of an association which has so converted shall continue as valid and subsisting obligations of the federal association, and the title to all of the property of the association is considered to have continued and vested, as of the date of issuance of the federal charter, in the federal association as fully and completely as if the conversion had taken place pursuant to this section since the effective date of this chapter."

SECTION 431. Section 34-28-220 of the 1976 Code is amended to read:

"Section 34-28-220. (1) Any state or federal mutual association may apply to the Board for permission to convert itself into a stock association operated under the provisions of this chapter in accordance with the following procedures and regulations promulgated by the Board:

(a) The Board of Directors shall approve a plan of conversion by resolution adopted by a majority vote of all the directors present at the meeting at which the plan is considered. The plan shall include, among other terms:

1. Financial statements of the association as of the last day of the month preceding adoption of the plan;

2. Financial data as may be required to determine compliance with applicable regulatory requirements respecting financial condition;

3. A provision that each savings account holder of the mutual association will receive a withdrawable account in the stock association equal in amount to and having the same terms as his withdrawable account in the mutual association;

4. A provision for the establishment and maintenance of a liquidation account for the benefit of savings account holders of the mutual association in the event of the liquidation of the association after its conversion which account shall meet all the requirements established by regulation promulgated by the Board;

5. A provision that each member of record will be entitled to receive rights to purchase voting common stock and the terms and conditions of these rights;

6. Pro forma financial statements of the association as a capital stock association, which shall include data required to determine compliance with applicable regulatory requirements respecting financial condition; and

7. Other information as the Board may by regulation require.

(b) The plan of conversion must be executed by a majority of the board of directors and submitted to the Board for approval prior to any vote on conversion by the members.

(c) The Board may approve or disapprove the plan in its discretion, but it shall not approve the plan unless it finds that the association will comply sufficiently with the requirements of this chapter after conversion to entitle it to become an association operating under this chapter and the regulations of the Board. The Board may deny any application from any federal association that is subject to any cease and desist order or other supervisory restriction or order imposed by a federal supervisory authority or insurer.

(d) If the Board approves the plan of conversion, the question of the conversion may be submitted to the members at a meeting of voting members called to consider the action. A vote of a majority or more of the total number of votes eligible to be cast at the meeting, unless federal law permits a lesser percentage of votes for a federal mutual association to convert, in which case that percentage shall control for conversions of both state and federal mutual associations, is required for approval. Notice of the meeting, giving the time, place, and purpose, together with a proxy statement and proxy form meeting the requirements in Section 33-11-140 and any applicable federal regulations approved by the Board covering all matters to be brought before the meeting, must be mailed at least thirty days prior to the Board and to each voting member at his last address as shown on the books of the association.

(e) Copies of the minutes of the meeting of members, verified by the affidavit of the secretary or assistant secretary of the association, must be filed with the Board, and with the Federal Home Loan Bank Board if applicable, within ten days after the meeting. When so filed, the verified copies of the minutes are presumptive evidence of the holding of the meeting and of the action taken.

(f) The directors of the association shall execute and file with the Board proposed Articles of Incorporation as provided for in Section 34-28-130, together with the application for conversion, and a statement showing that requisite capital required in the conversion plan approved by the Board has been paid to the association in cash, that all other conditions imposed by the Board or specified in the plan of conversion have been satisfied, and that a firm commitment for, or evidence of, insurance of deposits and other accounts of a withdrawable type from the Federal Savings and Loan Insurance Corporation has been obtained. The Articles of Incorporation of the converted association shall contain a statement that the association resulted from the conversion of a state or federal mutual association to a capital stock association. Approval by the Board must be affixed to the Articles of Incorporation. The original copy of the Articles of Incorporation must be filed with the Secretary of State Department of Commerce and a certified copy of the Articles of Incorporation must be filed with the Board, provided that failure to file a certified copy of the Articles of Incorporation with the Board shall not affect the validity of the conversion. The association shall cease to be a mutual association at the time and on the date specified in the approved Articles of Incorporation or the date the Articles of Incorporation are filed in the office of the Secretary of State Department of Commerce, whichever is later.

(2) Upon conversion of a mutual association to a state-chartered stock association, the legal existence of the association shall not terminate, but the capital stock association is a continuation of the entity of the mutual association, and all property of the mutual association, including its right, title, and interests in and to all property of whatever kind, whether real, personal, or mixed, things in action, and every right, privilege, interest, and asset of every conceivable value or benefit then existing or pertaining to it, or which would inure to it, immediately, by act of law and without any conveyance or transfer and without any further act or deed, shall vest and remain in the stock association into which the mutual association has converted itself. The capital stock association shall have, hold, and enjoy the same in its own right as fully and to the same extent as if the same were possessed, held, and enjoyed by the mutual association. The capital stock association, upon the effective date of the conversion, shall continue to have and succeed to all the rights, obligations, and relations of the mutual association. All pending actions and other judicial proceedings to which the mutual association is a party are not abated or discontinued by reason of the conversion but may be prosecuted to final judgment, order, or decree in the same manner as if the conversion had not been made; and the stock association resulting from the conversion may continue the actions in its corporate name as a mutual association. Any judgment, order, or decree may be rendered for or against the stock association which might have been rendered for or against the mutual association involved in the proceedings.

(3) The application for conversion from a state or federal mutual to a state stock association must be accompanied by a nonrefundable filing fee established by the Board."

SECTION 432. Section 34-28-270 of the 1976 Code is amended to read:

"Section 34-28-270. (1) Any association may, at any special meeting of the members or stockholders called to consider the action, terminate its existence in accordance with the provisions of this section upon a vote of more than a majority of the total number of votes of members or shareholders eligible to be cast at the meeting.

(2) Upon the vote, three copies of a statement of interest to dissolve, which shall state the vote cast in favor of dissolution, must be filed with the Board, which shall examine the association, and, if it finds that the association is not in an impaired condition, it shall so note, together with its approval of the dissolution, upon all the copies of the certificate of dissolution. The Board shall place a copy in its permanent files, file a copy with the Secretary of State Department of Commerce, and return the remaining copy to the parties who filed it.

(3) Upon this approval, the association is dissolved and shall cease to carry on business but nevertheless shall continue as a corporate entity for the sole purpose of paying, satisfying, and discharging existing liabilities and obligations, collecting and distributing assets, and doing all other acts required to adjust, wind up, and dissolve its business and affairs.

(4) The board of directors in office at the time of the vote of dissolution shall act as trustees for the liquidation. The board of directors shall proceed as quickly as may be practicable to wind up the affairs of the association and, to the extent necessary or expedient to that end, shall exercise all the powers of the dissolved association and, without prejudice to the general nature of this authority, may fill vacancies, elect officers, carry out contracts, make new contracts, borrow money, mortgage or pledge property, sell its assets at public or private sale, compromise claims in favor of or against the association, apply assets to the discharge of liabilities, distribute assets either in cash or in kind among savings account members of a mutual association or stockholders of a capital stock association according to their respective pro rata interests after paying or adequately providing for the payment of other liabilities, and perform all acts necessary or expedient to the winding up of the association. All deeds or other instruments must be in the name of the association and executed by the president or a vice president and the secretary or an assistant secretary. The board of directors shall also have power to exchange or otherwise dispose of or put in trust all, substantially all, or any part of the assets, upon those terms and conditions and for that consideration as the board of directors may consider reasonable or expedient, and may distribute the consideration or the proceeds, trust receipts, or certificates of beneficial interest among the savings account members of a mutual association or stockholders of a stock association in proportion to their pro rata interests. In the absence of fraud, any determination of value made by the board of directors for any of these purposes is conclusive.

(5) The association, during the liquidation of the assets of the association by its board of directors, shall continue to be subject to the supervision of the Board, and the board of directors shall report the progress of the liquidation to the Board as the Board may require. Upon completion of the liquidation, the board of directors shall file with the Board a final report and accounting of the liquidation. The approval of the report by the Board shall operate as a complete and final discharge of the board of directors and each member or stockholder thereof in connection with the liquidation of the association. No dissolution or any action of the board of directors in connection with it shall impair any contract right between the association and any borrower to other person or persons or the vested rights of any member or savings account holder of the association."

SECTION 433. Section 34-28-800 of the 1976 Code is amended to read:

"Section 34-28-800. (1) For the purpose of this section, `foreign association' includes any person, firm, company, association, fiduciary, partnership, or corporation, or whatever name called, actually engaged in the business of a savings association, which is not organized under the provisions of this chapter or the laws of the United States, and the principal business office of which is located outside the territorial limits of this State.

(2) No foreign association shall do any business of a savings association within this State or maintain an office in this State for the purpose of doing business including, but not limited to, establishment of a branch office except as otherwise authorized by this chapter or otherwise by law. The origination of real estate mortgages covering real property located in this State or acquiring a participation interest in any mortgage is considered doing business as a savings association if the state of domicile of the principal business office of the foreign association does not permit associations from this State to originate real estate mortgages covering real property located in that state, unless an association having an authorized office in this State is either the originator of the mortgage or is a partner or joint venturer in the company that originates the mortgages.

(3) The Board is authorized and required to obtain an injunction or to take any other action necessary to prevent any foreign association from doing any business of an association in this State.

(4) Except as otherwise provided in subsection (2), for the purpose of this section and any other law of this State prohibiting, limiting, or regulating the doing of business in this State by foreign associations or foreign corporations of any type, any federal association the principal office of which is located outside this State, and any foreign association which is subject to state or federal supervision which by law are subject to periodic examination by these supervisory authorities and to a requirement of periodic audit, are not considered to be doing business in this State by reason of engaging in any of the following activities:

(a) The purchase, acquisition, holding, sale, assignment, transfer, collecting, and enforcement of obligations or any interest therein secured by real estate mortgages or other instruments in the nature of a mortgage, covering real property located in this State, or the foreclosure of these instruments, or the acquisition of title to the property at foreclosure, or otherwise, as a result of default under these instruments, or the holding, protection, rental, maintenance, and operation of the property so acquired, or the disposition thereof; provided the associations shall not hold, own, or operate property for a period exceeding five years without securing the approval of the Board.

(b) The advertising or solicitation of savings accounts or the making of any representations with respect thereto in this State through the medium of the mail, radio, television, magazines, or newspapers or any other medium which is published or circulated within this State provided that the advertising, solicitation, or the making of these representations is accurately descriptive of the facts.

(5) Any foreign association or federal association described in subsection (4) which engages in any of the activities described in paragraph (a) thereof pursuant to the provisions of this section is subject to suit in the courts of this State by this State and the citizens of this State. Service on the association must be effected by serving the Secretary of State Department of Commerce of this State, except that the provisions of this section shall have no other application to the questions of whether any foreign association or federal association is subject to service of process and suit in this State as a result of the transaction of business or other activities in this State."

SECTION 434. Section 34-29-110 of the 1976 Code is amended to read:

"Section 34-29-110. (a) The Board shall have the power and authority to make rules and regulations which interpret or explain any section or sections of this chapter, as it may deem necessary. Such regulations shall be referenced to the section or sections of this chapter which set forth the legislative standards which they interpret or explain. When promulgated and made, the rules and regulations shall be filed with the Secretary of State Department of Commerce and the Board shall otherwise comply fully with the provisions of Sections 1-1-210 through 1-1-240.

(b) On application of any person and payment of the cost thereof, the Board shall furnish under its seal and duly signed, a certified copy of any license, regulation or order. Such copy shall be prima facie evidence of the fact of the issuance of such license, regulation or order in any court or proceeding."

SECTION 435. Section 35-1-20(1) of the 1976 Code, as last amended by Act 455 of 1992, is further amended to read:

"(1) `Securities Commissioner' means Secretary of State Attorney General, who shall be ex officio Securities Commissioner."

SECTION 436. Section 35-1-30 of the 1976 Code is amended to read:

"Section 35-1-30. This chapter shall be administered by the Secretary of State Attorney General, who shall be ex officio the Securities Commissioner and who may employ such additional assistants at such salaries as may be authorized by the General Assembly."

SECTION 437. Section 35-1-320(10) of the 1976 Code is amended to read:

"(10) Limited preorganization subscriptions. -Any offer or sale of a preorganization certificate or subscription if (a) no commission or other remuneration is paid or given directly or indirectly for soliciting any prospective subscriber, (b) the number of subscribers does not exceed twenty-five and (c) no payment is made by any subscriber prior to filing of the articles of incorporation with the Secretary of State Attorney General;"

SECTION 438. Section 35-1-485 of the 1976 Code, as added by Part II, Act 501 of 1992, is amended to read:

"Section 35-1-485. (A) Licenses required by Chapter 1 of Title 35 to be registered biennially must be assigned registration periods as provided in this section.

(1) Upon the first reregistration of the licenses by the South Carolina Secretary of State's Attorney General's office after the effective date of the implementation of biennial licensure, a biennial registration period must be implemented as follows:

(a) Licensees whose license numbers end in:

(i) an even number and expire between July 1, 1992, and December 31, 1992, shall obtain a biennial registration;

(ii) an even number and expire between January 1, 1993, and June 30, 1993, shall reregister their license for one year. At the end of this time they shall reregister their license for two years and biennially after that time;

(iii) an odd number and expire between July 1, 1992, and December 31, 1992, shall register their licenses for one year. At the end of that time they shall register their license for two years and biennially after that time;

(iv) an odd number and expire between January 1, 1993, and June 30, 1993, shall obtain a biennial registration;

(v) `A' through `L' and expire between July 1, 1992, and June 30, 1993, shall obtain a biennial registration;

(vi) `M' through `Z' and expire between July 1, 1992, and June 30, 1993, shall obtain a one-year registration and a biennial registration after that time.

(b) Licenses issued in South Carolina for the first time between:

(i) July 1, 1992, and December 31, 1992, which end in an even number must be issued biennially;

(ii) July 1, 1992, and December 31, 1992, which end in an odd number must be issued for one year. At the end of this time the license must be renewed for two years and biennially after that time;

(iii) January 1, 1993, and June 30, 1993, which end in an even number must be issued for one year. At the end of that time the license must be renewed for two years and biennially after that time;

(iv) January 1, 1993, and June 30, 1993, which end in an odd number must be issued biennially;

(v) July 1, 1992, and June 30, 1993, and are issued license numbers which end in `A' through `L' shall obtain a biennial registration;

(vi) July 1, 1992, and June 30, 1993, and which end in `M' through `Z' must be issued for one year and renewed biennially after that time.

(2) Registrations are valid until the last day of the month in which the registration expires. The license fees charged during the conversion process must be prorated for the length of the license issued.

(B) After June 30, 1993, all licensees must be registered and licensed for twenty-four consecutive months, and registrations expire on the last day of the twenty-fourth month. The registration and licensing of every licensee must be renewed biennially upon application by the holder and by payment of fees required by law to take effect on the first day of the month following the expiration of the registration and licensing to be renewed. This section does not prevent the Secretary of State's Attorney General's office from refusing to issue a license."

SECTION 439. Section 36-9-401 of the 1976 Code, as last amended by Act 494 of 1988, is further amended to read:

"Section 36-9-401. (1) The proper place to file in order to perfect a security interest is as follows:

(a) when the collateral is equipment used in farming operations, or farm products, or accounts or general intangibles arising from or relating to the sale of farm products by a farmer, or consumer goods, then in the office of the register of mesne conveyances or the clerk of court in the county of the debtor's residence or if the debtor is not a resident of this State then in the office of the register of mesne conveyances or the clerk of court in the county where the goods are kept, and in addition when the collateral is crops growing or to be grown in the office of the register of mesne conveyances or the clerk of court in the county where the land is located;

(b) when the collateral is timber to be cut or is minerals or the like (including oil and gas) or accounts subject to subsection (5) of Section 36-9-103, or when the financing statement is filed as a fixture filing (Section 36-9-313) and the collateral is goods which are or are to become fixtures, then in the office where a mortgage on the real estate would be filed or recorded;

(c) in all other cases, in the office of the Secretary of State Department of Commerce.

(2) A filing which is made in good faith in an improper place or not in all of the places required by this section is nevertheless effective with regard to any collateral as to which the filing complied with the requirements of this chapter and is also effective with regard to collateral covered by the financing statement against any person who has knowledge of the contents of the financing statement.

(3) A filing which is made in the proper place in this State continues effective even though the debtor's residence or place of business or the location of the collateral or its use, whichever controlled the original filing, is thereafter changed.

(4) The rules stated in Section 36-9-103 determine whether filing is necessary in this State.

(5) Notwithstanding the preceding subsections, and subject to subsection (3) of Section 36-9-302, the proper place to file in order to perfect a security interest in collateral including fixtures of a transmitting utility is the office of the Secretary of State Department of Commerce. This filing constitutes a fixture filing (Section 36-9-313) as to the collateral described which is or is to become fixtures.

(6) For the purposes of this section, the residence of an organization is its place of business if it has one or its chief executive office if it has more than one place of business."

SECTION 440. Section 36-9-403(5) of the 1976 Code, as last amended by Act 494 of 1988, is further amended to read:

"(5) The uniform fee for filing and indexing and for stamping a copy furnished by the secured party to show the date and place of filing for an original financing statement or for a continuation statement is eight dollars if the statement is in the standard form prescribed by the Secretary of State Department of Commerce and otherwise is ten dollars, plus in each case, if the financing statement is subject to subsection (5) of Section 36-9-402, two dollars. The uniform fee for each name more than one required to be indexed is two dollars. The secured party may at his option show a trade name for any person and an extra uniform indexing fee of two dollars must be paid with respect thereto."

SECTION 441. Section 36-9-404(3) of the 1976 Code, as last amended by Act 494 of 1988, is further amended to read:

"(3) If the termination statement is in the standard form prescribed by the Secretary of State Department of Commerce, the uniform fee for filing and indexing the termination statement is eight dollars, and otherwise is ten dollars, plus in each case an additional fee of two dollars for each name more than one against which the termination statement is required to be indexed."

SECTION 442. Section 36-9-405 of the 1976 Code, as last amended by Act 494 of 1988, is further amended to read:

"Section 36-9-405. (1) A financing statement may disclose an assignment of a security interest in the collateral described in the financing statement by indication in the financing statement of the name and address of the assignee or by an assignment itself or a copy of the assignment on the face or back of the statement. On presentation to the filing officer of the financing statement, the filing officer shall mark the financing statement as provided in Section 36-9-403(4). The uniform fee for filing, indexing, and furnishing filing data for a financing statement so indicating an assignment is eight dollars if the statement is in the standard form prescribed by the Secretary of State Department of Commerce and otherwise is ten dollars, plus in each case an additional fee of two dollars for each name more than one against which the financing statement is required to be indexed.

(2) A secured party of record may assign all or part of his rights under a financing statement by the filing in the place where the original financing statement was filed of a separate written statement of assignment signed by the secured party of record and setting forth the name of the secured party of record and the debtor, the file number, and the date of filing of the financing statement and the name and address of the assignee and containing a description of the collateral assigned. A copy of the assignment is sufficient as a separate statement if it complies with the preceding sentence. On presentation to the filing officer of a separate statement, the filing officer shall mark the separate statement with the date and hour of the filing. He shall note the assignment on the index of the financing statement, or in the case of a fixture filing, or a filing covering timber to be cut, or covering minerals or the like (including oil and gas) or accounts subject to subsection (5) of Section 36-9-103, he shall index the assignment under the name of the assignor as grantor and, to the extent that the law of this State provides for indexing the assignment of a mortgage under the name of the assignee, he shall index the assignment of the financing statement under the name of the assignee. The uniform fee for filing, indexing, and furnishing filing data about a separate statement of assignment is eight dollars if the statement is in the standard form prescribed by the Secretary of State Department of Commerce and otherwise is ten dollars, plus in each case an additional fee of two dollars for each name more than one against which the statement of assignment is required to be indexed. Notwithstanding the provisions of this subsection, an assignment of record of a security interest in a fixture contained in a mortgage effective as a fixture filing (subsection (6) of Section 36-9-402) may be made only by an assignment of the mortgage in the manner provided by the law of this State other than this title.

(3) After the disclosure or filing of an assignment under this section, the assignee is the secured party of record."

SECTION 443. Section 36-9-406 of the 1976 Code, as last amended by Act 494 of 1988, is further amended to read:

"Section 36-9-406. A secured party of record may by his signed statement release all or a part of any collateral described in a filed financing statement. The statement of release is sufficient if it contains a description of the collateral being released, the name and address of the debtor, the name and address of the secured party, and the file number of the financing statement. A statement of release signed by a person other than the secured party of record must be accompanied by a separate written statement of assignment signed by the secured party of record and complying with subsection (2) of Section 36-9-405, including payment of the required fee. Upon presentation of a statement of release to the filing officer he shall mark the statement with the hour and date of filing and shall note the same upon the margin of the index of the filing of the financing statement. The uniform fee for filing and noting a statement of release is eight dollars if the statement is in the standard form prescribed by the Secretary of State Department of Commerce and otherwise is ten dollars, plus in each case an additional fee of two dollars for each name more than one against which the statement of release is required to be indexed."

SECTION 444. Section 36-9-407 of the 1976 Code, as last amended by Act 494 of 1988, is further amended to read:

"Section 36-9-407. (1) If the person filing any financing statement, termination statement, statement of assignment, or statement of release, furnishes the filing officer a copy of the statement, the filing officer shall upon request note upon the copy the file number and date and hour of the filing of the original and deliver or send the copy to the person.

(2) Upon request of any person, the filing officer shall issue his certificate showing whether there is on file on the date and hour stated in the certificate, any presently effective financing statement naming a particular debtor and any statement of assignment thereof and if there is, giving the date and hour of filing of each statement and the names and addresses of each secured party in the statement. The uniform fee for the certificate is five dollars if the request for the certificate is in the standard form prescribed by the Secretary of State Department of Commerce and otherwise is eight dollars plus one dollar for each financing statement and for each statement of assignment reported therein. Upon request the filing officer shall furnish a copy of any filed financing statement or statement of assignment for a uniform fee of one dollar per page plus two dollars for certifying the copy."

SECTION 445. Section 37-1-203 of the 1976 Code is amended to read:

"Section 37-1-203. (1) Subject to constitutional and statutory jurisdictional limitations the courts of this State may exercise jurisdiction over any creditor with respect to any conduct in this State governed by this title or with respect to any claim arising from a transaction subject to this title. In addition to any other method provided by statute, personal jurisdiction over a creditor may be acquired in a civil action or proceeding instituted in a court by the service of process in the manner provided by this section.

(2) If a creditor is not a resident of this State or is a corporation not authorized to do business in this State and engages in any conduct in this State governed by this title, or engages in a transaction subject to this title, he may designate an agent upon whom service of process may be made in this State. The agent shall be a resident of this State or a corporation authorized to do business in this State. The designation shall be in writing and filed with the Secretary of State Department of Commerce. If no designation is made and filed or if process cannot be served in this State upon the designated agent, process may be served upon the Secretary of State Department of Commerce, but service upon him is not effective unless the plaintiff or petitioner forthwith mails a copy of the process and pleading by registered or certified mail to the defendant or respondent at his last reasonably ascertainable address. An affidavit of compliance with this section shall be filed with the clerk of the court on or before the return day of the process, if any, or within any further time the court allows."

SECTION 446. Section 37-6-405 of the 1976 Code is amended to read:

"Section 37-6-405. (1) The Administrator shall file in the office of the Secretary of State Department of Consumer Affairs a certified copy of each rule adopted by him. The Secretary of State Department of Consumer Affairs shall keep a permanent register of the rules open to public inspection.

(2) Each rule hereafter adopted is effective twenty days after filing, except that, if a later date is specified in the rule, the later date is the effective date."

SECTION 447. Section 37-6-406 of the 1976 Code is amended to read:

"Section 37-6-406. (1) The Secretary of State Department of Consumer Affairs shall compile, index, and publish all effective rules adopted by the Administrator. Compilations shall be supplemented or revised as often as necessary.

(2) Compilations shall be made available upon request to agencies and officials of this State free of charge and to other persons at prices fixed by the Secretary of State Department of Consumer Affairs to cover mailing and publication costs."

SECTION 448. Section 37-6-502 of the 1976 Code, as last amended by Act 248 of 1991, is further amended to read:

"Section 37-6-502. The Commission on Consumer Affairs shall be composed of nine members, one of whom shall be the Secretary of State Lieutenant Governor as an ex officio member; four members shall be appointed by the Governor with advice and consent of the Senate and the remaining four members shall be elected by the General Assembly. Members of the Commission shall elect a Chairman. Terms of the members shall be four years unless otherwise stipulated in this section, and upon the expiration of the terms, the Governor shall appoint a member and the General Assembly shall elect one member respectively. With the exception of the ex officio member, any vacancy in the office of a member shall be filled by the Governor by appointment for the unexpired term. Members of the Commission shall be eligible for reappointment. No person associated with any businesses regulated by the Commission on Consumer Affairs shall be eligible to serve on the Commission as defined by Section 8-13-20 of the Code of Laws of South Carolina."

SECTION 449. Section 38-3-80 of the 1976 Code, as last amended by Act 181 of 1993, is further amended to read:

"Section 38-3-80. The department shall have a seal with a suitable inscription, an impression of which must be filed with the Secretary of State."

SECTION 450. Section 38-5-110 of the 1976 Code, as last amended by Act 181 of 1993, is further amended to read:

"Section 38-5-110. It is unlawful for the Secretary of State Department of Commerce to issue any charter or grant any amendments of charter to any insurer or permit any foreign or alien insurer to do business within this State without the written approval of the director or his designee."

SECTION 451. Section 38-25-510 of the 1976 Code, as last amended by Act 181 of 1993, is further amended to read:

"Section 38-25-510. (a) Any act of transacting an insurance business as set forth in Section 38-25-110 by an unauthorized insurer is equivalent to and constitutes an irrevocable appointment by the insurer, binding upon him, his executor or administrator, or successor in interest if a corporation, of the Secretary of State Attorney General or his successor in office to be the true and lawful attorney of the insurer upon whom may be served all lawful process in any action, suit, or proceeding in any court by the director or his designee or by the state and upon whom may be served any notice, order, pleading, or process in any proceeding before the director or his designee and which arises out of transacting an insurance business in this State by the insurer. Any act of transacting an insurance business in this State by an unauthorized insurer is signification of its agreement that any lawful process in the court action, suit, or proceeding and any notice, order, pleading, or process in the administrative proceeding before the director or his designee so served is of the same legal force and validity as personal service of process in this State upon the insurer.

(b) Service of process in the action must be made by delivering to and leaving with the Secretary of State Attorney General, or some person in apparent charge of his office, two copies thereof and by payment to the Secretary of State Attorney General of the fee prescribed by law. Service upon the Secretary of State as attorney is service upon the principal.

(c) The Secretary of State Attorney General shall immediately forward by certified mail one of the copies of the process or the notice, order, pleading, or process in proceedings before the director or his designee to the defendant in the court proceeding or to whom the notice, order, pleading, or process in the administrative proceeding is addressed or directed at its last known principal place of business and shall keep a record of all process so served on him which shall show the day and hour of service. The service is sufficient if:

(1) Notice of the service and a copy of the court process or the notice, order, pleading, or process in the administrative proceeding are sent within ten days thereafter by certified mail by the plaintiff or the plaintiff's attorney in the court proceeding or by the director or his designee in the administrative proceeding to the defendant in the court proceeding or to whom the notice, order, pleading, or process in the administrative proceeding is addressed or directed at the last known principal place of business of the defendant in the court or administrative proceeding.

(2) The defendant's receipt or receipts issued by the post office with which the letter is registered, showing the name of the sender of the letter and the name and address of the person or insurer to whom the letter is addressed, and an affidavit of the plaintiff or the plaintiff's attorney in a court proceeding or of the director or his designee in an administrative proceeding, showing compliance therewith, are filed with the clerk of court in which the action, suit, or proceeding is pending or with the director or his designee in administrative proceedings, by the date the defendant in the court or administrative proceeding is required to appear or respond thereto, or within any further time as the court or director or his designee may allow.

(d) No plaintiff is entitled to a judgment by default, a judgment with leave to prove damages, or a judgment pro confesso in any court or administrative proceeding in which court process or notice, order, pleading, or process in proceedings before the director or his designee is served under this section until the expiration of thirty days from the date of filing of the affidavit of compliance.

(e) Nothing in this section limits or affects the right to serve any process, notice, order, or demand upon any person or insurer in any other manner permitted by law."

SECTION 452. Section 38-87-110 of the 1976 Code, as last amended by Act 181 of 1993, is further amended to read:

"Section 38-87-110. (A) The director or his designee is authorized to use any power established under this title to enforce the insurance laws of this State not specifically preempted by the Liability Risk Retention Act of 1986, including, but without limitation, the administrative authority of the director or his designee to investigate, issue subpoenas, conduct depositions and hearings, issue orders, impose monetary penalties, and seek injunctive relief. With regard to any investigation, administrative proceedings, or litigation, the director or his designee may rely on the procedural laws of this State.

(B) Whenever the director or his designee determines that any person, risk retention group, purchasing group, or insurer of a purchasing group has violated, is violating, or is about to violate any provision of this chapter or any other insurance law of this State applicable to such person or entity, or has failed to comply with a lawful order of his, he may, in addition to any other lawful remedies or penalties, cause a complaint to be filed in the Court of Common Pleas for Richland County to enjoin and restrain such person, risk retention group, purchasing group, or insurer from engaging in such violation, or to compel compliance with such order of the director or his designee. The court has jurisdiction of the proceeding and has the power to enter a judgment and order for injunctive or other relief. In any action by the director or his designee under this subsection, service of process must be made upon the Secretary of State Attorney General, who shall forward the order, pleadings, or other process to the person, risk retention group, purchasing group, or insurer in accordance with the procedures specified in Section 38-25-510. Nothing herein may be construed to limit or abridge the authority of the director or his designee to seek injunctive relief in any district court of the United States as provided in Section 38-87-130."

SECTION 453. Section 39-3-160 of the 1976 Code is amended to read:

"Section 39-3-160. Any corporation created or organized by or under the laws of this State which shall violate any of the provisions of this article shall forfeit its corporate rights and franchises and its corporate existence shall, upon the proper proof being made thereof in any court of competent jurisdiction in the State, be by the court declared forfeited, void and of none effect and shall thereupon cease and determine. The clerk of such court shall certify the decree thereof to the Secretary of State Department of Commerce."

SECTION 454. Section 39-3-170 of the 1976 Code is amended to read:

"Section 39-3-170. Any corporation created or organized by or under the law of any other state or country which shall violate any of the provisions of this article shall thereby forfeit its right and privilege thereafter to do any business in this State and upon proper proof being made thereof in any court of competent jurisdiction in this State its rights and privileges to do business in this State shall be declared forfeited. In all proceedings to have such forfeiture declared, proof that any person who has been acting as agent of such foreign corporation in transacting its business in this State has been, while acting as such agent and in the name, behalf or interest of such foreign corporation, violating any provisions of this article shall be received as prima facie proof of the fact of the act of the corporation itself; and it shall be the duty of the clerk of such court to certify the decree thereof to the Secretary of State Department of Commerce."

SECTION 455. Section 39-15-420 of the 1976 Code is amended to read:

"Section 39-15-420. Any person desiring to avail himself of the benefits of this article may make application to the Secretary of State Department of Commerce, and shall file with the Secretary a true copy and description of such identifying mark or brand, which, if entitled thereto under the provisions of this article shall be filed and recorded by the Secretary in a book to be provided and kept by him for that purpose and the name of the owner of such brand or mark shall be likewise entered into such record and the Secretary shall then assign or designate a permanent registered number to the owner of such brand or mark, such numbers to be assigned progressively as marks and brands are received and recorded. The registered number so assigned shall then become a part of the registered brand or mark and shall plainly and distinctly be made to appear on such field boxes, crates, receptacles and containers, together with the identifying mark or brand referred to in Section 39-15-410. The Secretary of State Department of Commerce shall determine if such brand or mark so applied for is not a duplication of any brand or mark previously recorded by him or does not so closely resemble any such brand or mark as to be misleading or deceiving. If the brand or mark applied for does so resemble or is such a duplication of a previously recorded brand or mark as to be misleading or deceiving, the application shall be denied and the applicant may file some other brand or mark in the manner described above."

SECTION 456. Section 39-15-430 of the 1976 Code is amended to read:

"Section 39-15-430. Such application for filing and recording shall be accompanied by a fee of two dollars and thereupon, if consistent with the provisions of this article, the Secretary of State Department of Commerce shall issue to the person applying for registration and recordation of such mark or brand a certificate of such recordation and of the registered number assigned thereto and thereafter he shall issue such certificates, in any number, to any person applying therefor, upon the payment of a fee of one dollar for each certificate so issued. Any such certificate shall, in all proceedings in all the courts of this State, be taken and held as proof of the adoption and recordation of such identifying mark or brand."

SECTION 457. Section 39-15-440 of the 1976 Code is amended to read:

"Section 39-15-440. The owner of any such registered mark or brand may transfer, release or sell it by an instrument in writing evidencing such transfer, release or sale and, upon application to the Secretary of State Department of Commerce when such mark or brand is registered for the recordation of such instrument in writing and upon the filing of it with the Secretary and the payment of a fee of two dollars, the Secretary shall cause such instrument of transfer, release or sale to be placed on record in a book provided and kept by him for that purpose and certificates of such transfer, upon application therefor, shall be issued by him in like manner, upon the payment of like fees, as provided for the issuance of certificates under the provisions of Section 39-15-430."

SECTION 458. Section 39-15-450 of the 1976 Code is amended to read:

"Section 39-15-450. The presence of such identifying mark or brand on any field box, crate, container or receptacle, whenever a copy or description thereof shall have been filed and recorded in the office of the Secretary of State Department of Commerce as provided in Section 39-15-420, shall, in any court and in any proceedings in this State, be prima facie evidence of the ownership of such boxes, crates, containers or receptacles by the person in whose name such mark or brand may have been recorded, provided that such mark or brand shall bear the registered number provided for in Section 39-15-420."

SECTION 459. Section 39-15-490 of the 1976 Code is amended to read:

"Section 39-15-490. The refusal of any person in possession thereof to deliver any field box, crate, container or receptacle so marked or branded and registered as provided in this article to the registered owner thereof or his duly authorized agent, upon the demand of such registered owner or authorized agent, when such demand is accompanied with a display of the certificate of recordation and number thereof, as furnished to the registered owner by the Secretary of State Department of Commerce, shall be prima facie evidence in any court of this State of a fraudulent intent to convert such field box, crate, container or receptacle to the use of the person so in possession thereof and to deprive the registered owner thereof and any person convicted of a violation of the provisions of this section shall be subject to the penalty provided in Section 39-15-480."

SECTION 460. Section 39-15-1105(6) of the 1976 Code, as last amended by Act 27 of 1995, is further amended to read:

"(6) `Secretary' means the Secretary of State Department of Commerce or the designee of the secretary charged with the administration of this article."

SECTION 461. Section 39-15-1115(E) of the 1976 Code, as added by Act 486 of 1994, is further amended to read:

"(E) The application must be accompanied by three specimens showing the mark as actually used and accompanied by the application fee payable to the Secretary of State Department of Commerce."

SECTION 462. Section 39-15-1190 of the 1976 Code, as added by Act 486 of 1994, is amended to read:

"Section 39-15-1190. (A) Whoever intentionally traffics or attempts to traffic in goods or services and knowingly uses or should have known a counterfeit mark on or in connection with such goods or services shall be deemed guilty of a misdemeanor, if an individual, be fined not more than five thousand dollars or imprisoned not more than one year, or both, and, if a person other than an individual, be fined not more than twenty thousand dollars.

(B) The term `counterfeit mark' in this section means:

(1) a spurious mark:

(a) that is used in connection with trafficking goods or services;

(b) that is identical with, or substantially indistinguishable from, a mark registered for those goods or services with the Secretary of State Department of Commerce under this chapter and in use, whether or not the defendant knew such mark was so registered; and

(c) the use of which is likely to cause confusion, to cause mistake, or to deceive.

(2) `Counterfeit mark' does not include any mark or designation used in connection with goods or services of which the manufacturer or producer was, at the time of the manufacture or production in question, authorized to use the mark for designation for the type of goods or services so manufactured or produced, by the holder of the right to use such mark or designation.

(C) `Traffic' means transport, transfer, or otherwise dispose of, to another, as consideration for anything of value, or make or obtain control of with intent so to transport, transfer, or dispose of."

SECTION 463. Section 39-19-20 of the 1976 Code is amended to read:

"Section 39-19-20. Every person or corporation authorized to become a public warehouseman shall give bond in a surety company authorized to do business in this State in an amount equal to ten per cent of the estimated value of the goods for which such warehouseman will provide storage, such bond to be conditioned for the faithful performance of the duties of a public warehouseman and to be given to the Secretary of State Governor, who shall cause a copy of it to be filed with the clerk of the court in each county in which such warehouseman proposes to maintain a warehouse. Any such bond may extend over a limited period not less than one year from its date and may provide for a continuation thereof upon payment and acceptance of the annual premium in advance. But any such limitation shall not affect liabilities under the bond incurred while it was in force."

SECTION 464. Section 39-57-50 of the 1976 Code, as last amended by Part II, Act 501 of 1992, is further amended to read:

"Section 39-57-50. (A) The seller of every business opportunity shall file with the Secretary of State Department of Commerce a copy of the disclosure statement required by Section 39-57-30 before placing an advertisement or making other representations to prospective purchasers in this State and shall update this filing as a material change in the required information occurs, but no less than biennially. If the seller is required by Section 39-57-40 to provide a bond or establish a trust account, he contemporaneously shall file with the Secretary of State Department of Commerce a copy of the bond or a copy of the formal notification by the depository that the trust account is established. The Secretary of State Department of Commerce shall charge a nonrefundable filing fee of one hundred dollars for processing and maintaining the information filed by the seller.

(B) The Secretary of State Department of Commerce shall maintain a record of all sellers registering under this chapter and shall assign a registration number to each. The seller must be advised in writing of the assigned registration number, and advertisements, pamphlets, or brochures used in the promotion of the business opportunity by the seller must include the assigned registration number in the following manner: `S.S. Reg. No. __'.

(C) A person who fails to file is guilty of a misdemeanor and, upon conviction, must be fined not more than two hundred dollars or imprisoned not more than thirty days. Each day a person fails to file constitutes a separate offense."

SECTION 465. Section 39-57-55 of the 1976 Code, as added by Part II, Act 501 of 1992, is amended to read:

"Section 39-57-55. (A) Licenses required by Chapter 57 of Title 39 to be registered biennially must be assigned registration periods as provided in this section.

(1) Upon the first reregistration of the licenses by the South Carolina Secretary of State's Department of Commerce's office after the effective date of biennial licensure, a biennial registration period must be implemented as follows:

(a) Licensees whose license numbers end in:

(i) an even number and expire between July 1, 1992, and December 31, 1992, shall obtain a biennial registration;

(ii) an even number and expire between January 1, 1993, and June 30, 1993, shall reregister their licenses for one year. At the end of that time they shall reregister their license for two years and biennially after that time;

(iii) an odd number and expire between July 1, 1992, and December 31, 1992, shall register their licenses for one year. At the end of that time they shall register their license for two years and biennially after that time;

(iv) an odd number and expire between January 1, 1993, and June 30, 1993, shall obtain a biennial registration;

(v) `A' through `L' and expire between July 1, 1992, and June 30, 1993, shall obtain a biennial registration;

(vi) `M' through `Z' and expire between July 1, 1992, and June 30, 1993, shall obtain a one-year registration and obtain a biennial registration after that time.

(b) Licenses issued in South Carolina for the first time between:

(i) July 1, 1992, and December 31, 1992, which end in an even number must be issued for a biennial registration period;

(ii) between July 1, 1992, and December 31, 1992, which end in an odd number must be issued for one year. At the end of that time the license must be renewed for two years and biennially after that time;

(iii) January 1, 1993, and June 30, 1993, which end in an even number must be issued for one year. At the end of that time the license must be renewed for two years and biennially after that time;

(iv) January 1, 1993, and June 30, 1993, which end in an odd number must be issued biennially;

(v) July 1, 1992, and June 30, 1993, and issued license numbers which end in `A' through `L' must be issued biennially;

(vi) between July 1, 1992, and June 30, 1993, and which end in `M' through `Z' must be issued for one year and renewed biennially after that time.

(2) Registrations are valid until the last day of the month in which the registration expires. The license fees charged during the conversion process must be prorated for the length of the license issued.

(B) After June 30, 1993, licensees must be registered and licensed for twenty-four consecutive months, and the registrations expire on the last day of the twenty-fourth month. The registration and licensing of every licensee must be renewed biennially upon application by the holder and by payment of fees required by law to take effect on the first day of the month following the expiration of the registration and licensing to be renewed. This section does not prevent the Secretary of State's Department of Commerce's office from refusing to issue a license."

SECTION 466. Section 39-61-70 of the 1976 Code, as added by Act 155 of 1987, is amended to read:

"Section 39-61-70. (a) No club may offer, issue, or renew a motor club service contract in this State without first obtaining from the Administrator a certificate of authority so to act. A certificate of authority must be issued by the Administrator to the club upon submission of items (1) through (6) of this subsection (a) in a form satisfactory to the Administrator. The applicant shall submit:

(1) A formal application for the certificate in the form and detail the Administrator requires, executed under oath by its president and secretary or two other principal officers of the club or other persons the Administrator may require.

(2) A certified copy of its charter or articles of incorporation and its bylaws, if any.

(3) If a corporation, a certified copy of the certificate of authority or good standing certificate from the Secretary of State Department of Commerce.

(4) A copy of its most recent financial statement prepared in accordance with generally accepted accounting principles and certified by two principal officers of the applicant or, in the event the applicant is not a corporation, other persons as the Administrator may require.

(5) An explanation of its plan of doing business and copies of the following:

(i) Its application for membership.

(ii) The proposed membership certificate or identification card and any proposed addendum thereto.

(iii) Any individual insurance policy or group certificate to be offered.

(iv) Any service contract to be issued.

(6) Any other relevant information requested by the Administrator.

(b) No certificate of authority may be issued by the Administrator until the club has paid an initial certificate of authority fee of five hundred dollars."

SECTION 467. Section 39-73-10(1) of the 1976 Code, as added by Act 68 of 1993, is amended to read:

"(1) `Administrator' means the South Carolina Secretary of State Attorney General."

SECTION 468. Section 39-73-330 of the 1976 Code, as added by Act 68 of 1993, is amended to read:

"Section 39-73-330. (A) This chapter must be administered by the South Carolina Secretary of State Attorney General.

(B) The administrator and his employees may not use information filed with or obtained by the administrator which is not public information for personal gain or benefit and may not conduct securities or commodity dealings based upon the information, even though public, if there has not been sufficient time for the securities or commodity markets to assimilate the information.

(C)(1) Except as provided in item (2), all information collected, assembled, or maintained by the administrator is public information and is available for examination by the public.

(2) The following information is confidential and an exception to item (1):

(a) information obtained in private investigations pursuant to Section 39-73-310;

(b) information made confidential by the Freedom of Information Act;

(c) information obtained from federal agencies which must not be disclosed under federal law.

(3) The administrator in his discretion may disclose information made confidential under subsection (C)(2)(a) to persons identified in Section 39-73-335(A).

(4) This chapter does not create or derogate a privilege which exists at common law, by statute, or otherwise when documentary or other evidence is sought under subpoena directed to the administrator or his employees."

SECTION 469. Section 40-1-110 of the 1976 Code is amended to read:

"Section 40-1-110. The members of the Board shall qualify by taking the oath of office before a notary public or other officer empowered to administer oaths and a record thereof shall be filed in the office of the Secretary of State Governor. At the first meeting of the Board after each annual appointment the Board shall elect a chairman, a vice-chairman and a secretary-treasurer. The secretary-treasurer shall give such bond as the Board shall from time to time direct."

SECTION 470. Section 40-11-30 of the 1976 Code is amended to read:

"Section 40-11-30. Each member of the Board shall, before entering upon the discharge of the duties of his office, take and file with the Secretary of State Governor an oath in writing to perform properly the duties of his office as a member of the Board and to uphold the Constitution of South Carolina and the Constitution of the United States."

SECTION 471. Section 40-11-120 of the 1976 Code is amended to read:

"Section 40-11-120. On or before the first day of April of each year the Board shall submit to the Governor a report of its transactions for the preceding year and shall file with the Secretary of State Governor a copy of such report, together with a complete statement of the receipts and expenditures of the Board, attested by the affidavits of the chairman and the secretary, and a copy of the roster of licensed general and mechanical contractors."

SECTION 472. Section 40-22-40(C) of the 1976 Code, as added by Act 99 of 1991, is amended to read:

"(C) Firms seeking to incorporate or register to do business in this State under provisions of this section shall apply and obtain approval from the board before filing their articles of incorporation or revisions to their article with the Secretary of State Governor. Issuance of a certificate of authorization by the board is contingent upon official notification of approval of the charter or sanction by the Secretary of State Governor."

SECTION 473. Section 40-22-50(B) of the 1976 Code, as added by Act 99 of 1991, is amended to read:

"(B) Upon approval by the board and payment of the fee provided by regulation, the board shall grant a temporary certificate of authorization for work on one specified project in this State for a period not to exceed one year. This temporary certificate may be granted only to an out-of-state corporation, professional corporation, partnership, or similar entity, and provided that at least one of the principal officers of the corporation or professional corporation, one of the partners of the partnership, or one of the principals in any other entity is registered under this chapter or has obtained a temporary registration as provided by this chapter. The approval of a temporary certificate of authorization constitutes appointment of the Secretary of State Governor as an agent of the applicant for service of process in an action or proceeding against the applicant arising out of any transaction or operation connected with or incidental to the practice of engineering."

SECTION 474. Section 40-22-90 of the 1976 Code, as added by Act 99 of 1991, is amended to read:

"Section 40-22-90. A member of the board shall receive a certificate of his appointment from the Governor and before beginning his term of office shall file with the Secretary of State Governor his written oath or affirmation for the faithful discharge of his official duty."

SECTION 475. Section 40-33-270 of the 1976 Code is amended to read:

"Section 40-33-270. The Board may have and use an official seal bearing the words: `State Board of Nursing for South Carolina'. It may make such rules and regulations as it may deem necessary for the purposes of carrying out the provisions of this chapter and shall fix such fees as it may deem necessary, and when such rules have been adopted, a copy of same shall be filed with the Secretary of State pursuant to the Administrative Procedures Act (Chapter 23, Title 1). Upon their adoption, they shall have the full force and effect of law."

SECTION 476. Section 40-59-20 of the 1976 Code, as last amended by Act 595 of 1990, is further amended to read:

"Section 40-59-20. There is hereby created the South Carolina Residential Builders Commission, hereinafter referred to as the commission. The commission must be composed of seven persons who shall have been residents of the State for at least five years and two of whom must be consumers not engaged in the business of residential building, four of whom have been actively engaged in residential building for a period of at least five years prior to the date of their appointment, and one of whom has been actively engaged in residential specialty contracting for a period of at least five years prior to the date of his appointment. One member must be appointed from each congressional district and one must be appointed from the State at large. Members of the commission must be appointed by the Governor with the advice and consent of the Senate for a term of four years or until their successors are appointed and qualify. Any vacancy occurring by reason of death, resignation, removal for cause, or otherwise must be filled for the remainder of the unexpired term in the same manner as provided for the original appointments. The Governor may remove any member of the commission for misconduct, incompetency, or neglect of duty.

Each member of the commission shall, before entering upon the discharge of the duties of his office, take and file with the Secretary of State Governor's Office, in writing, an oath to perform properly the duties of his office as a member of the commission and to uphold the Constitution of this State and the United States."

SECTION 477. Section 40-59-110 of the 1976 Code, as last amended by Act 72 of 1993, is further amended to read:

"Section 40-59-110. The commission shall annually submit to the Governor and the General Assembly a report of its transactions for the preceding year, including a complete statement of the receipts and expenditures of the commission, a roster of all the residential builders licensed for that year, all the residential specialty contractors registered for that year, and a list of the residential builders and residential specialty contractors whose license was revoked, suspended, or restricted by the commission during the preceding year. The commission shall also annually file with the Secretary of State Governor's Office a certified copy of the report at the same time the report is submitted to the Governor and the General Assembly."

SECTION 478. Section 40-73-20 of the 1976 Code, as last amended by Act 324 of 1994, is further amended to read:

"Section 40-73-20. All occupational and professional licensing boards of this State are required to file an annual report with the Budget and Control Board Governor's Office at the time the board he specifies. The board Governor's Office is charged with the responsibility of coordinating and compiling these reports to a consolidated report. The board Governor's Office is also charged with the responsibility of printing the consolidated report which must be made available on or before January first to each member of the General Assembly at his request and to the State Library. All licensing boards shall prepare the reports in conformity with the provisions of this act. Copies of each report must be maintained at all times and must be available for public inspection, within the offices of the Budget and Control Board Governor's Office."

SECTION 479. Section 40-77-50 of the 1976 Code is amended to read:

"Section 40-77-50. Every member of the board shall receive a certificate of his appointment from the Governor and before beginning his term of office shall file with the Secretary of State Governor's Office his written oath or affirmation for the faithful discharge of his official duty."

SECTION 480. Section 40-77-130 of the 1976 Code is amended to read:

"Section 40-77-130. A roster showing the names and places of business of all registered professional geologists must be published during the month of August of each year. Copies of this roster must be mailed to each person registered, placed on file with the Secretary of State Governor's Office, and furnished to the public upon request."

SECTION 481. Section 41-25-20(a) of the 1976 Code is amended to read:

"(a) `Secretary' means the Secretary of State Department of Commerce or his designated representative."

SECTION 482. Section 41-25-35 of the 1976 Code, as added by Section 9, Part II, Act 501 of 1992, is amended to read:

"Section 41-25-35. (A) Licenses required by this chapter to be registered biennially must be assigned registration periods as provided in this section.

(1) Upon the first reregistration of the licenses by the South Carolina Secretary of State's Office Department of Commerce after the effective date of biennial licensure, a biennial registration period must be implemented as follows:

(a) Licenses whose license numbers end in:

(i) an even number and expire between July 1, 1992, and December 31, 1992, shall obtain a biennial registration;

(ii) an even number and expire between January 1, 1993, and June 30, 1993, shall reregister their licenses for one year. At the end of that time they shall reregister their license for two years and biennially;

(iii) an odd number and expire between July 1, 1992, and December 31, 1992, shall register their licenses for one year. At the end of that time they shall register their license for two years and biennially;

(iv) an odd number and expire between January 1, 1993, and June 30, 1993, shall obtain a biennial registration;

(v) `A' through `L' and expire between July 1, 1992, and June 30, 1993, shall obtain a biennial registration;

(vi) `M' through `Z' and expire between July 1, 1992, and June 30, 1993, shall obtain a one-year registration and obtain a biennial registration after that time;

(b) Licenses issued in South Carolina for the first time between:

(i) July 1, 1992, and December 31, 1992, which end in an even number must be issued biennially;

(ii) July 1, 1992, and December 31, 1992, which end in an odd number must be issued for one year. At the end of that time the license must be renewed for two years and biennially after that time;

(iii) January 1, 1993, and June 30, 1993, which end in an even number must be issued for one year. At the end of that time the license must be renewed for two years and biennially after that time;

(iv) January 1, 1993, and June 30, 1993, which end in an odd number must be issued biennially;

(v) July 1, 1992, and June 30, 1993, and issued license numbers which end in 'A' through 'L' must be issued biennially;

(vi) July 1, 1992, and June 30, 1993, and which end in `M' through `Z' must be issued for one year and renewed biennially after that time.

(2) Registrations are valid until the last day of the month in which the registration expires. The license fees charged during the conversion process must be prorated for the length of the license issued.

(B) After June 30, 1993, all licensees must be registered and licensed for twenty-four consecutive months, and the registrations expire on the last day of the twenty-fourth month. The registration and licensing of every licensee must be renewed biennially upon application by the holder and by payment of fees required by law to take effect on the first day of the month following the expiration of the registration and licensing to be renewed. This section does not prevent the Secretary of State's Office Department of Commerce from refusing to issue a license."

SECTION 483. Section 41-25-110 of the 1976 Code, as last amended by Act 181 of 1993, is further amended to read:

"Section 41-25-110. The provisions of this chapter may be enforced by any state agency having jurisdiction and authority to enforce this chapter, including, but not limited to:

(a) Secretary of State

(b) Division of Labor

(c)(b) Attorney General

(d)(c) Department of Consumer Affairs

(e)(d) South Carolina Law Enforcement Division

(f)(e) Circuit solicitors

(g)(f) Local law enforcement agencies

(h)(g) Any person who has been damaged by or has knowledge of any violation of the provisions of this chapter."

SECTION 484. Section 41-29-130 of the 1976 Code is amended to read:

"Section 41-29-130. General and special rules may be adopted, amended or rescinded by the Commission only after public hearing or opportunity to be heard thereon, of which proper notice has been given. Such notice shall be given by mail to the secretaries of the various commercial, business and trade organizations of the State who keep on file with the Commission their names and addresses for the purpose of receiving such notices. General rules shall become effective ten days after filing with the Secretary of State pursuant to the Administrative Procedures Act (Chapter 23, Title 1) and publication in one or more newspapers of general circulation in this State. Special rules shall become effective ten days after notification to or mailing to the last known address of the individuals or concerns affected thereby. Regulations may be adopted, amended or rescinded by the Commission and shall become effective in the manner and at the time prescribed by the Commission."

SECTION 485. Section 41-43-40 of the 1976 Code, as last amended by Act 248 of 1991, is further amended to read:

"Section 41-43-40. The Governor shall appoint, upon the advice and consent of the Senate, one director from each congressional district and one from the State at large, who serves as chairman. Directors must have experience in the fields of business, commerce, finance, banking, real estate, or foreign trade. At least two directors must have direct commercial lending experience. The Governor and the Chairman of the State Development Board shall serve ex officio and may designate persons to represent them at meetings of the authority.

Directors serve for terms of three years; however, directors initially appointed from the first and sixth congressional districts and the State at large serve for three years; directors initially appointed from the second and fifth congressional districts serve for two years; and directors initially appointed from the third and fourth congressional districts serve for one year. Thereafter, all directors serve for a term of three years and until their successors are appointed and qualify. All vacancies must be filled for the unexpired term in the manner of the original appointment. Directors are not personally liable for losses unless the losses are occasioned by the wilful misconduct of the directors. Directors may be removed by the Governor for cause or at will. A certificate of the appointment or reappointment of any director must be filed in the offices of the Secretary of State Governor and the authority. The certificate is conclusive evidence of the due and proper appointment of a director."

SECTION 486. Section 42-7-200 of the 1976 Code, as last amended by Act 459 of 1994, is further amended to read:

"Section 42-7-200. (A) There is established within the office of the Second Injury Fund the South Carolina Workers' Compensation Uninsured Employers' Fund to ensure payment of workers' compensation benefits to injured employees whose employers have failed to acquire necessary coverage for employees. The fund must be administered by the director of the Second Injury Fund who shall establish procedures to implement this section.

When an employee makes a claim for benefits pursuant to Title 42 and the State Workers' Compensation Commission determines that the employer is subject to Title 42 and is operating without insurance or as an unqualified self-insurer, the commission shall notify the fund of the claim. The fund shall pay or defend the claim as it considers necessary in accordance with the provisions of Title 42.

When the fund is notified of a claim, the fund may place a lien on the assets of the employer by way of lis pendens or otherwise so as to protect the fund from payments of costs and benefits. If the fund is required to incur costs or expenses or to pay benefits, the fund has a lien against the assets of the employer to the full extent of all costs, expenses, and benefits paid and may file notice of the lien with the clerk of court or register of mesne conveyances of any county in which the employer has assets in the same manner as the filing of South Carolina tax liens and with the Secretary of State Department of Commerce in the same manner as utilized under Title 36 (Uniform Commercial Code). Any of the employer's assets sold or conveyed during the litigation of the claim must be sold or conveyed subject to the lien.

The fund has all rights of attachment set forth in Section 15-19-10 and has the right to proceed otherwise in the collection of its lien in the same manner as the Department of Revenue and Taxation is allowed to enforce a collection of taxes generally pursuant to Section 12-49-10, et seq. When all benefits due the claimant, as well as all expenses and costs of litigation, have been paid, the fund shall file notice of the total of all monies paid with the clerk of court in any county in which the employer has assets and with the Secretary of State Department of Commerce. This notice constitutes a judgment against the employer and has priority as a first lien in the same manner as liens of the Department of Revenue and Taxation, subject only to the lien of the Department of Revenue and Taxation pursuant to Section 12-49-10, et seq. If the employer files for bankruptcy or otherwise is placed into receivership, the fund becomes a secured creditor to the assets of the employer in the same manner as the Department of Revenue and Taxation has priority for unpaid taxes, subject only to the lien of the Department of Revenue and Taxation. The fund otherwise has all rights and remedies afforded the Department of Revenue and Taxation as set forth in Section 12-54-10, et seq.

(B) Nothing in this section precludes the South Carolina Workers' Compensation Uninsured Employers' Fund from entering into an agreement for the reimbursement of expenses, costs, or benefits paid by the fund. If an agreement is entered into subsequent to the filing of a lien, the lien may be canceled by the fund. Provided, however, an agreement between the fund and an employer under this section may provide that in the event the employer breaches the terms or conditions of the agreement, the fund may file or reinstate a lien, as the case may be. For purposes of this section, the term "costs' includes reasonable administrative costs which must be set by the director of the Second Injury Fund, subject to the approval of the Workers' Compensation Commission.

(C) To establish and maintain the South Carolina Workers' Compensation Uninsured Employers' Fund, there must be earmarked from the collections of the tax on insurance carriers and self-insured persons provided for in Sections 38-7-50 and 42-5-190 an amount sufficient to establish and annually maintain the fund at a level of not less than two hundred thousand dollars.

(D) When an employee makes a claim for benefits pursuant to Title 42 and the records of the South Carolina Workers' Compensation Commission indicate that the employer is operating without insurance, the South Carolina Workers' Compensation Uninsured Employers' Fund or any person designated by the director may subpoena the employer or its agents and require the production of any documents or records which the fund considers relevant to its investigation of the claim. The subpoena shall be returnable at the office of the fund or any place designated by it. In the case of refusal to obey a subpoena issued to any person or agent of any employer, a court of common pleas upon application of the fund may issue an order requiring the person or agent of an employer to appear at the fund and produce documentary evidence or give other evidence concerning the matter under inquiry."

SECTION 487. Section 44-7-1830 of the 1976 Code is amended to read:

"Section 44-7-1830. The term of office of the members of the board shall be six years. The initial terms however shall be adjusted in the following manner:

At the first meeting of the board, the initial terms of the eighteen representatives from the six counties shall be determined by lot with six of the members to serve a term of six years, six of the members to serve a term of four years, and six of the members to serve a term of two years. The Secretary of State Governor's Office shall be notified as to the terms established by lot.

The term of each member shall expire on the January first nearest to the end of the term of years for which he is appointed or as otherwise provided in the foregoing provisions; provided, that each member shall serve until his successor is appointed and qualified."

SECTION 488. Section 44-7-2030 of the 1976 Code is amended to read:

"Section 44-7-2030. The terms of office of the members of the board are for the length of time set forth in the enactment of the health services district but not to exceed six years. Initial terms must be established so that the terms of members of the board must expire on a staggered basis. Terms of board members must expire on a uniform date set forth in the enactment creating the health services district, provided, that each member shall serve until his successor is appointed and qualifies. Any vacancy shall be filled in the same manner as the original appointment for the unexpired portion of the term. A copy of the enactments of the respective counties or municipalities creating a health services district must be filed with the Secretary of State Governor's Office. The Secretary of State Governor's Office must be notified of the method established for staggering the terms of members of the board."

SECTION 489. Section 44-7-2120 of the 1976 Code is amended to read:

"Section 44-7-2120. All properties owned by a district, whether real, personal, or mixed, and the income from the properties, all securities issued by a district and the indentures and other instruments executed as security therefor, all leases made pursuant to the provisions of this article, and all revenues derived from these leases, and all deeds and other documents executed by or delivered to a district, are exempt from any and all taxation by the State or by any county, municipality, or other political subdivision of the State, including, but without limitation, license excise taxes imposed in respect of the privilege of engaging in any of the activities in which a district may engage. A district is not obligated to pay or allow any fees, taxes, or costs to the clerk of court, the Secretary of State, or the register of mesne conveyances in any county in respect of its incorporation, the amendment of its certificate of incorporation, or the recording of any document. The gross proceeds of the sale of any property owned by the district and used in the construction and equipment of any health care facilities for a district is exempt from all other and similar excise or sales taxes. It is the express intent of this section that any district authorized under this article incurs no tax liability to the State or any of its political subdivisions except to the extent that sales and use taxes may be payable on the purchases of goods or equipment by the district."

SECTION 490. Section 44-7-2153 of the 1976 Code is amended to read:

"Section 44-7-2153. (1) Within forty days following the adoption of the authorizing resolution, the applicant shall proceed to incorporate the district by filing for record in the office of the Secretary of State Governor a certificate of incorporation which shall comply with the requirements of this article and must be in the form and executed in the manner provided in this article.

(2) In addition to any other provisions required by this article, the certificate of incorporation of the district shall state:

(a) all information ordinarily included in the application for incorporation of corporations incorporated in this State;

(b) the name of each authorizing subdivision together with the date on which the governing body of the subdivision adopted the authorizing resolutions;

(c) the method by which the district may be dissolved and provisions relating to the vesting of title to its assets and properties upon its dissolution;

(d) any matters relating to the district that the incorporators may choose to insert that are not inconsistent with this article or with the laws of this State.

(3) The certificate of incorporation must be signed and acknowledged by each of the incorporators before a notary public.

(4) When the certificate of incorporation is filed for record, there must be attached to it:

(a) a certified copy of each authorizing resolution;

(b) a certificate by the Secretary of State Governor's Office that the name of the district is not identical to that of any other corporation organized under the laws of the State or so nearly similar thereto as to lead to confusion or uncertainty.

(5) Upon filing for record the certificate of incorporation and, the documents required by subsection (4), the district is incorporated and constitutes a public corporation under the name set forth in its certificate of incorporation. The Secretary of State Governor's Office shall record the certificate of incorporation in an appropriate manner.

(6) The Secretary of State Governor's Office, subject to the requirements of this article, shall prescribe the exact form of the certificate of incorporation."

SECTION 491. Section 44-7-2154 of the 1976 Code is amended to read:

"Section 44-7-2154. The certificate of incorporation of any district incorporated under the provisions of this article, as well as that of any public hospital or corporation reincorporated under the provisions of this article, may be amended only upon the board of the district adopting a resolution proposing an amendment which amendment is subject to approval of the governing body of each authorizing subdivision or may be amended upon the initiative of the governing body of each authorizing subdivision. All these duly approved amendments must be filed with the Secretary of State Governor's Office in the same manner as with the original certificate of incorporation."

SECTION 492. Section 44-61-70 of the 1976 Code, as last amended by Act 181 of 1993, is further amended to read:

"Section 44-61-70. (a) The appropriate official of the department having authority over emergency services shall have authority to recommend suspension of the license, certificate or permit of any person, firm, corporation, association, county, district, municipality or metropolitan government or agency for noncompliance with this chapter or the standards or the rules and regulations promulgated pursuant thereto.

The department official, if he has reason to believe that reasonable grounds exist, shall recommend to the board the suspension or revocation of the authorization, license, permit or certification of the licensee and shall notify the licensee of his recommendation not less than thirty days before the board shall consider such recommendation. The notice shall specify the alleged grounds therefor and the licensee shall be offered an opportunity to be heard at the hearing of the board in answer thereto. The board, at a full evidentiary hearing, shall determine whether or not the authorization, license, permit or certification shall be suspended or revoked. The decision to suspend or revoke shall be by majority vote of the total membership of the board. Such decision shall constitute final administrative action and shall be subject to review by the Circuit Court upon petition filed with the court and a copy thereof served upon the secretary of the board within thirty days from the date of delivery of the decision of the board from which such person is appealing.

No suspension or revocation of a license, authorization, permit or certification shall be effective until such time as the question of suspension or revocation has been finally resolved and if a decision of the board is appealed in court, no such suspension or revocation shall be effective until a final court determination is made. Provided, however, that if the Director of the Department of Health and Environmental Control determines that a clear and present danger would exist to the public health, safety or welfare if the license, authorization, permit or certification were not immediately suspended or revoked, the suspension or revocation shall be immediate.

(b) Grounds for revocation or suspension of an authorization, license, permit or certification shall exist for violation of any rule or regulation prescribed by the Board if such rule or regulation has been duly filed with the Secretary of State pursuant to the Administrative Procedures Act (Chapter 23, Title 1).

(c) Whoever hinders, obstructs or interferes with an officer, inspector or duly authorized agent of the Department while in the performance of his duties or violates any provision of this chapter or rule or regulation of the Board promulgated pursuant thereto shall be deemed guilty of a misdemeanor and, upon conviction, shall be punished by a fine of not less than fifty dollars nor more than two thousand dollars or by imprisonment for not less than ten days nor more than six months for each offense. Any certificate of the Department in regard to the records of the Department shall be admissible in evidence in all prosecutions under this chapter."

SECTION 493. Section 44-61-150 of the 1976 Code is amended to read:

"Section 44-61-150. All rules and regulations promulgated by the Board shall be filed with the Secretary of State pursuant to the Administrative Procedures Act (Chapter 23, Title 1)."

SECTION 494. Section 44-79-80(4)(c) of the 1976 Code is amended to read:

"(c) If a corporation, a certified copy of the certificate of authority or good standing certificate from the Secretary of State Department of Commerce of South Carolina."

SECTION 495. Section 46-5-10 of the 1976 Code, as last amended by Act 248 of 1991, is further amended to read:

"Section 46-5-10. There is created the Agriculture Commission of South Carolina, to be composed of one member from each judicial circuit and one member from the State at large who shall be designated chairman. The Commissioner of Agriculture shall be a member, ex officio, but without the power to vote. All terms shall be for four years, except that of the chairman, who shall be appointed by the Governor and whose term shall be coterminous with the office of the Governor appointing. The chairman shall be an agricultural producer or grower of agricultural products. The member representing a judicial circuit shall be elected by the legislative delegations representing the circuit. Representation on the Commission shall be rotated among the counties of the circuit except by unanimous consent of all members of the legislative delegation representing the circuit. The Commissioner of Agriculture shall serve as secretary to the Commission. No one shall be appointed or elected who should attain the mandatory retirement age prior to the expiration of his term.

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 Commission 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 of office, a certificate of election as a member of the Agriculture Commission of South Carolina. 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 manner as prescribed herein by election by the legislative delegations of the judicial circuit for the unexpired portion of the term.

The Commission shall meet on the call of the chairman or a majority of the members."

SECTION 496. Section 46-13-60(2)(a)(iii) of the 1976 Code, as last amended by Act 491 of 1990, is further amended to read:

"(iii) the name and address of a person, who may be the Secretary of State Attorney General, whose domicile is in the State, and who is authorized to receive and accept services of summons and legal notice of all kinds for the applicant;"

SECTION 497. Section 46-15-30 of the 1976 Code is amended to read:

"Section 46-15-30. Any rules and regulations made and promulgated under the provisions of paragraph (12) of Section 46-15-20 shall be filed with the Secretary of State pursuant to the Administrative Procedures Act (Chapter 23, Title 1) and shall be posted in a conspicuous place in each market. When so filed and posted such rules and regulations shall have the force and effect of law."

SECTION 498. Section 46-17-260 of the 1976 Code is amended to read:

"Section 46-17-260. Each commodity board is authorized to accept donations, gifts, and other property to be used for commodity board purposes. Each commodity board may exercise the powers and authority conferred by law upon corporations. It shall be the duty of the Commission to certify to the Secretary of State Governor the status and changes in the membership of each commodity board. All marketing orders and agreements receiving assent in referendum and all bylaws and rules and regulations pertaining thereto shall be filed in the office of the Secretary of State Governor."

SECTION 499. Section 46-19-20 of the 1976 Code is amended to read:

"Section 46-19-20. The Department shall investigate and consider all petitions for local marketing authorities filed with it and, if a need for such local authority and reasonable chances for success shall appear, the department shall certify such facts to the Secretary of State Department of Commerce who, without charge, shall issue a certificate of incorporation to the local marketing authority."

SECTION 500. Section 46-33-40 of the 1976 Code is amended to read:

"Section 46-33-40. As a further condition precedent for doing business in this State any person to whom the provisions of Section 46-33-10 apply shall appoint the Secretary of State Attorney General as his agent to accept service in any suit brought against him for the violation of the conditions of the bond required by Section 46-33-20."

SECTION 501. Section 46-39-30 of the 1976 Code is amended to read:

"Section 46-39-30. They shall file with the Secretary of State Department of Commerce a written petition signed by themselves setting forth:

(1) The names and residences of the petitioners;

(2) The name of the proposed association which shall include the words `Farmers Association';

(3) The place at which it proposes to have its principal place of business;

(4) The amount of capital stock of the association and how and when payable;

(5) The number of shares into which the capital stock is to be divided and the par value of each share; and

(6) All other matters which may be desirable to set forth or which the Secretary of State Department of Commerce may require."

SECTION 502. Section 46-39-40 of the 1976 Code is amended to read:

"Section 46-39-40. Upon the filing of the petition as above and upon the payment of the fee for filing such petition, the Secretary of State Department of Commerce shall issue to the petitioners a commission constituting them a board of incorporators and authorizing them to open books of subscription to the capital stock of the proposed association after such public notice, not exceeding ten days, as he may require in such commission."

SECTION 503. Section 46-39-130 of the 1976 Code is amended to read:

"Section 46-39-130. Upon the payment to the treasurer or the secretary-treasurer of the association of at least twenty per cent of the aggregate amount of the capital subscribed payable in money and also upon the delivery of at least twenty per cent of the property subscribed to the aggregate amount of the capital stock or upon its delivery being secured by such obligations of the subscribers as the board of directors may approve the board of directors shall, over their own signatures, certify to the Secretary of State Department of Commerce that all the requirements for the formation of the association have been complied with.

Upon the filing of this return by the directors and the payment of the required fee for filing such return and upon the receipt of the charter fee as now provided by law the Secretary of State Department of Commerce shall issue to the board of incorporators a certificate of charter authorizing the association to commence business under the name and for the purposes indicated in the written declaration. The certificate of charter granted by the Secretary of State Department of Commerce shall be recorded in the office of the register of mesne conveyances or the clerk for the county in which such association shall have a business office. The board of incorporators shall turn over to the proper officers of the association all subscriptions, lists and other papers which they have taken as incorporators and all such papers shall be as valid as if taken and made by the association."

SECTION 504. Section 46-39-150 of the 1976 Code is amended to read:

"Section 46-39-150. Any association organized for the purposes aforesaid which shall have accomplished the purpose for which it has been organized or which may desire to wind up its affairs may do so upon a vote of a two-thirds majority of its members at a meeting of which published notice or written notice mailed to each member shall be given. Such notice shall state the purpose of the proposed meeting. A certificate stating such facts shall be filed with the Secretary of State Department of Commerce."

SECTION 505. Section 46-39-160 of the 1976 Code is amended to read:

"Section 46-39-160. A certified copy of the charter and any amendment thereof from the Secretary of State Department of Commerce or from the clerk of the court or register of mesne conveyances of the county in which such charter is required to be recorded shall be sufficient evidence of the incorporation of any association chartered under this chapter and of any amendment to its certificate of incorporation."

SECTION 506. Section 46-39-170 of the 1976 Code is amended to read:

"Section 46-39-170. All papers required to be filed hereunder and all charters or amendments thereof that may be granted shall be filed under proper numbers and indexed by the Secretary of State Department of Commerce. The charter or amendments shall be recorded within thirty days after its receipt in the office of the clerk of court or register of mesne conveyances in the county in which the corporation is organized."

SECTION 507. Section 48-4-30 of the 1976 Code, as added by Section 1174, Act 181 of 1993, is amended to read:

"Section 48-4-30. The department shall be governed by a board consisting of seven non-salaried board members. Board members of the former Department of Wildlife and Marine Resources shall serve as board members for the Department of Natural Resources until their terms expire and their successors are appointed and qualify. All board members shall be appointed by the Governor with the advice and consent of the Senate. One member shall be appointed from each congressional district of the state and one shall be appointed from the state at-large. In making appointments, race, gender, and other demographic factors should be considered to assure nondiscrimination, inclusion, and representation to the greatest extent possible of all segments of the population of the State; however, consideration of these factors in making an appointment in no way creates a cause of action or basis for an employee grievance for a person appointed or for a person who fails to be appointed. Board members must possess sound moral character, superior knowledge in the fields of wildlife, marine, and natural resource management, and proven administrative ability.

The Governor may remove any board member pursuant to the provisions of Section 1-3-240.

Terms of the members shall be for four years and until their successors are appointed and qualify. If a vacancy occurs when the General Assembly is not in session, it must be filled by the Governor's appointment for the unexpired term, subject to confirmation by the Senate at the next session of the General Assembly.

Each board member, within thirty days after notice of appointment and before taking office, shall take and file with the Secretary of State Governor the oath of office prescribed by the State Constitution.

One of the members of the board shall be designated by the Governor to serve as chairman."

SECTION 508. Section 48-9-620 of the 1976 Code, as last amended by Section 1188, Act 181 of 1993, is further amended to read:

"Section 48-9-620. [From and after July 1, 1994, this section reads as follows:] The two appointed commissioners shall present to the Secretary of State Governor an application signed by them, which shall set forth (and such application need contain no detail other than the mere recitals) that:

(1) A petition for the creation of the district was filed with the department pursuant to the provisions of this chapter and that the proceedings specified in this chapter were taken pursuant to such petition;

(2) The application is being filed in order to complete the organization of the district under this chapter and the department has appointed the signers as commissioners;

(3) The name and official residence of each of the commissioners, together with a certified copy of the appointments evidencing their right to office;

(4) The term of office of each of the commissioners;

(5) The name which is proposed for the district; and

(6) The location of the principal office of the commissioners of the district.

The application shall be subscribed and sworn to by each of the commissioners before an officer authorized by the laws of this State to take and certify oaths, who shall certify upon the application that he personally knows the commissioners and knows them to be the officers as affirmed in the application and that each has subscribed thereto in the officer's presence. The application shall be accompanied by a statement by the department which shall certify (and such statement need contain no detail other than the mere recitals) that a petition was filed, notice issued and hearing held as provided in Sections 48-9-510 and 48-9-540; that the department did duly determine that there is need, in the interest of the public health, safety and welfare, for a soil and water conservation district to function in the proposed territory and did define the boundaries thereof; that notice was given and a referendum held on the question of the creation of such district and that the result of such referendum showed a majority of the votes cast in such referendum to be in favor of the creation of the district; and that thereafter the department did duly determine that the operation of the proposed district is administratively practicable and feasible. Such statement shall set forth the boundaries of the district as defined by the department."

SECTION 509. Section 48-9-630 of the 1976 Code, as last amended by Section 1188, Act 181 of 1993, is further amended to read:

"Section 48-9-630. [From and after July 1, 1994, this section reads as follows:] The Secretary of State Governor shall examine the application and statement and, if he finds that the name proposed for the district is not identical with that of any other soil and water conservation district of this State or so nearly similar as to lead to confusion or uncertainty, he shall receive and file them and shall record them in an appropriate book of record in his office. If the Secretary of State Governor shall find that the name proposed for the district is identical with that of any other soil and water conservation district of this State or so nearly similar as to lead to confusion and uncertainty, he shall certify such fact to the department, which shall thereupon submit to the Secretary of State Governor a new name for the district, which shall not be subject to such defects. Upon receipt of such new name, free of such defects, the Secretary of State Governor shall record the application and statement, with the name so modified, in an appropriate book of record in his office. When the application and statement have been made, filed and recorded, as provided in Section 48-9-620 and this section, the district shall constitute a governmental subdivision of this State and a public body corporate and politic exercising public powers. The Secretary of State Governor shall make and issue to the commissioners a certificate, under the seal of the State, of the due organization of the district and shall record such certificate with the application and statement."

SECTION 510. Section 48-9-650 of the 1976 Code, as last amended by Act 181 of 1993, is further amended to read:

"Section 48-9-650. In any suit, action or proceeding involving the validity or enforcement of, or relating to, any contract, proceeding or action of the district, the district shall be deemed to have been established in accordance with the provisions of this chapter upon proof of the issuance of the certificate by the Secretary of State Governor as provided in Section 48-9-630. A copy of such certificate duly certified by the Secretary of State Governor shall be admissible in evidence in any such suit, action or proceeding and shall be proof of the filing and contents thereof."

SECTION 511. Section 48-9-850 of the 1976 Code, as last amended by Section 1189, Act 181 of 1993, is further amended to read:

"Section 48-9-850. The department shall then proceed in accordance with Sections 48-9-610 to 48-9-630 to organize the subdivision into a district and to inform the Secretary of State Governor of the change in the boundaries of the remaining district and to complete the organization of the governing body of the remaining district."

SECTION 512. Section 48-9-1040 of the 1976 Code, as last amended by Section 1190, Act 181 of 1993, is further amended to read:

"Section 48-9-1040. Upon receipt from the department of a certification that the department has determined that the continued operation of the district is not administratively practicable and feasible, pursuant to the provisions of this article, the commissioners shall forthwith proceed to terminate the affairs of the district. The commissioners shall dispose of all property belonging to the district at public auction and shall pay over the proceeds of such sale to be converted into the State Treasury. The commissioners shall thereupon file an application, duly verified, with the Secretary of State Governor for the discontinuance of such district and shall transmit with such application the certificate of the department setting forth the determination of the department that the continued operation of such district is not administratively practicable and feasible. The application shall recite that the property of the district has been disposed of and the proceeds paid over as in this section provided and shall set forth a full accounting of such properties and proceeds of the sale. The Secretary of State Governor shall issue to the commissioners a certificate of dissolution and shall record such certificate in an appropriate book of record in his office."

SECTION 513. Section 48-27-20 of the 1976 Code is amended to read:

"Section 48-27-20. A State Board of Registration for Foresters is created whose duty it is to administer the provisions of this chapter. The Board shall consist of five registered foresters, recommended by the Foresters Council of South Carolina and two nonforester members recommended by the South Carolina Forestry Association, appointed by the Governor. The Governor shall also consider nominations from any other individual, group, or association. Each member of the Board must be commissioned by the Governor and, before beginning his term of office, shall file with the Secretary of State Governor his written oath or affirmation for the faithful discharge of his official duty. On the expiration of the term of any member of the Board, three nominees for each position recommended by the designated group must be submitted to the Governor from which he shall appoint for a term of five years a Board member having the qualifications required by Section 48-27-30 to take the place of each member whose term on the Board is expiring. Any vacancy occurring for a reason other than the expiration of office must be filled by the Governor from three nominees recommended by the designated group to fill the unexpired term of the member. If the Governor fails to make appointment in ninety days after expiration of any term, the Board shall make the necessary appointment. Each member shall hold office until the expiration of the term for which he is appointed and until a successor is duly appointed and qualifies."

SECTION 514. Section 48-27-220 of the 1976 Code is amended to read:

"Section 48-27-220. A roster, showing the names and places of business of all registered foresters qualified according to the provisions of this chapter, shall be prepared by the secretary of the board during the month of July of each year. Copies of this roster shall be mailed to each person so registered, placed on file with the Secretary of State Governor, and furnished to the public on request."

SECTION 515. Section 48-37-30 of the 1976 Code is amended to read:

"Section 48-37-30. When the Governor shall have executed such compact on behalf of this State and shall have caused a verified copy thereof to be filed with the Secretary of State in his office, and when such compact shall have been ratified by one or more of the states named in Section 48-37-10, then such compact shall become operative and effective as between this State and such other state or states. The Governor shall take such action as may be necessary to complete the exchange of official documents as between this State and any other state ratifying such compact."

SECTION 516. Section 48-43-40(D) of the 1976 Code, as last amended by Section 1236, Act 181 of 1993, is further amended to read:

"(D) All rules, regulations, and orders made by the Department of Health and Environmental Control shall be in writing, shall be entered in full and indexed in books to be kept by the department for that purpose, and shall be public records open for inspection at all times during office hours. In addition, all rules and regulations shall be filed with the Secretary of State pursuant to the Administrative Procedures Act (Chapter 23, Title 1). A copy of any rule, regulation or order, certified by any member of the department or the department, under its seal, shall be received in evidence in all courts of this State with the same effect as the original."

SECTION 517. Section 49-7-120 of the 1976 Code is amended to read:

"Section 49-7-120. The Authority shall conduct its affairs on the fiscal year basis employed by the State, viz., its fiscal year shall begin on July first of each year and shall end on June thirtieth of the succeeding year. As shortly after the close of its fiscal year as may be practicable, an audit of its affairs shall be made by certified public accountants of good standing, to be designated by the Authority. Copies of such audits, incorporated into an annual report of the Authority, shall be filed with the treasurer of Berkeley County, the clerk of the city council of Charleston, in the offices of the clerks of court for Berkeley and Charleston Counties, and with the Secretary of State Governor."

SECTION 518. Section 49-19-320 of the 1976 Code is amended to read:

"Section 49-19-320. Immediately after the district has been declared a corporation by the court the clerk thereof shall transmit to the Secretary of State Governor a certified copy of the findings and decree of the court incorporating the district and such copy shall be filed in the office of the Secretary of State Governor. A copy of such findings and decree together with a plat of the district showing the outside boundary lines shall also be filed in the office of the clerk of the court of common pleas in each of the counties having land in the district, where such copy shall become a permanent record, and each such clerk shall receive a fee of one dollar for filing and preserving it."

SECTION 519. Section 49-19-2540 of the 1976 Code is amended to read:

"Section 49-19-2540. The clerk of the court shall, within ten days after the granting of such decree, transmit a certified copy of the petition to the secretary of the board of supervisors and also a copy to each of the clerks of the courts of common pleas of the counties having land in the district and to the Secretary of State Governor. Each such clerk shall file and preserve the copy in his office and for such filing and preserving he shall receive a fee of one dollar."

SECTION 520. Section 49-19-2580 of the 1976 Code is amended to read:

"Section 49-19-2580. When the petition has been filed the clerk of the court shall give notice of such filing in the manner provided for giving notice in Section 49-19-250, the notice to state substantially the contents of the petition and the objects sought and the term of court at which the matter is to be heard. Any person owning land in either of the districts may, on or before the first day of such term of court, file objections to the regularity or sufficiency of any of the proceedings had in the premises and if such objections are overruled or if no objections are made the court shall make an order that any two or more of the several districts so asking to be united shall be united and consolidated as one district, under some appropriate designation, with all the rights, powers and privileges of such districts organized under this chapter. All orders made in regard to extension of time, boundaries or uniting districts shall be spread on the records of the court of common pleas and a certified copy thereof shall be filed with the clerk of the court of common pleas of each county in which any of such lands is located and also with the Secretary of State Governor and such clerk shall receive a fee of one dollar for filing and preserving such certificates."

SECTION 521. Section 49-19-2610 of the 1976 Code is amended to read:

"Section 49-19-2610. If a majority of the acreage represented at such meeting shall vote in favor of such extension the board of supervisors shall, not less than ten days before the next term of the court of common pleas, file a petition with the clerk of such court, praying for the extension of the corporate existence of the district. After filing the petition the same proceedings shall be had as is provided for in this chapter relating to the incorporation of the district. If such petition be granted by the court within ten days thereafter the clerk shall transmit a copy of the decree to the secretary of the board of supervisors, a copy to the Secretary of State Governor and a copy to the clerk of the court of common pleas of each county having land in the district. Such clerks shall file and preserve the copies in their respective offices and for such service shall each receive a fee of one dollar. In case the court should find that such extension should not be allowed the petition shall be dismissed and the cost incurred in the case be paid by the district."

SECTION 522. Section 49-27-70 of the 1976 Code, as last amended by Section 1253, Act 181 of 1993, is further amended to read:

"Section 49-27-70. (A) A copy of the joint ordinance creating the commission and of any joint ordinance amending or repealing the joint ordinance creating the commission must be filed with the Executive Director of the North Carolina Wildlife Resources Commission and the Director of the South Carolina Department of Natural Resources. When the directors receive ordinances that are in substance identical from all three counties concerned, they, in accordance with procedures agreed upon, shall, within ten days, certify this fact and distribute a certified single ordinance text to the following:

(1) the Secretary of State of North Carolina and the Secretary of State Governor of South Carolina;

(2) the clerk to the governing board of each of the three counties;

(3) the clerk of superior court of Mecklenburg and Gaston Counties and the clerk of court of York County. Upon request, the directors also shall send a certified single copy of any and all applicable joint ordinances to the chairman of the commission;

(4) a newspaper of general circulation in the three counties.

(B) Unless a joint ordinance specifies a later date, it shall take effect when the directors' certified text has been submitted to the Secretaries of State named officials for filing. Certifications of the directors under the seal of the commission as to the text or amended text of any joint ordinance and of the date or dates of submission to the Secretaries of State named officials is admissible in evidence in any court. Certifications by any clerk of superior court or county clerk of court of the text of any certified ordinance filed with him by the directors is admissible in evidence and the directors' submission of the ordinance for filing to the clerk shall constitute prima facie evidence that the ordinance was on the date of submission also submitted for filing with the Secretary of State Governor of South Carolina. Except for the certificate of a clerk as to receipt and date of submission, no evidence may be admitted in court concerning the submission of the certified text of any ordinance by the directors to any person other than the Secretary of State Governor of South Carolina."

SECTION 523. Section 49-27-80 of the 1976 Code, as last amended by Section 1254, Act 181 of 1993, is further amended to read:

"Section 49-27-80. (A) Except as limited in subsection (B) of this section, by restrictions in any joint ordinance, and by other supervening provisions of law, the commission may make regulations applicable to Lake Wylie and its shoreline area concerning all matters relating to or affecting the use of Lake Wylie. These regulations may not conflict with or supersede provisions of general or special acts or of regulations of state agencies promulgated under the authority of general law. No regulations adopted under the provisions of this section may be adopted by the commission except after public hearing, with publication of notice of the hearing in a newspaper of general circulation in the three counties at least ten days before the hearing. In lieu of or in addition to passing regulations supplementary to state law and regulations concerning the operation of vessels on Lake Wylie, the commission may, after public notice, request that the North Carolina Wildlife Resources Commission and the South Carolina Department of Natural Resources pass local regulations on this subject in accordance with the procedure established by appropriate state law.

(B) Violation of any regulation of the commission commanding or prohibiting an act is a misdemeanor punishable by a fine not to exceed two hundred dollars or thirty days' imprisonment.

(C) The regulations promulgated under this section take effect upon passage or upon such dates as may be stipulated in the regulations except that no regulation may be enforced unless adequate notice of the regulation has been posted in or on Lake Wylie or its shoreline area. Adequate notice as to a regulation affecting only a particular location may be by a sign, uniform waterway marker, posted notice, or other effective method of communicating the essential provisions of the regulation in the immediate vicinity of the location in question. Where a regulation applies generally as to Lake Wylie or its shoreline area, or both, there must be a posting of notices, signs, or markers communicating the essential provisions in at least three different places throughout the area and it must be printed in a newspaper of general circulation in the three counties.

(D) A copy of each regulation promulgated under this section must be filed by the commission with the following persons:

(1) the Secretaries of State of North and South Carolina Secretary of State of North Carolina and the Governor of South Carolina;

(2) the clerk of superior court of Mecklenburg and Gaston Counties and the clerk of court of York County;

(3) the Directors of the Wildlife Resources Commission of North Carolina and the South Carolina Department of Natural Resources.

(E) Any official designated in subsection (D) above may issue certified copies of regulations filed with him under the seal of his office. These certified copies may be received in evidence in any proceeding.

(F) Publication and filing of regulations promulgated under this section as required above is for informational purposes and is not a prerequisite to their validity if they in fact have been duly promulgated, the public has been notified as to the substance of regulations, a copy of the text of all regulations is in fact available to any person who may be affected, and no party to any proceeding has been prejudiced by any defect that may exist with respect to publication and filing. Rules and regulations promulgated by the commission under the provisions of other sections of this chapter relating to internal governance of the commission need not be filed or published. Where posting of any sign, notice, or marker or the making of other communication is essential to the validity of a regulation duly promulgated, it is presumed in any proceeding that prior notice was given and maintained and the burden lies upon the party asserting to the contrary to prove lack of adequate notice of any regulation."

SECTION 524. Section 50-3-140 of the 1976 Code, as last amended by Section 1258, Act 181 of 1993, is further amended to read:

"Section 50-3-140. [From and after July 1, 1994, this section reads as follows:] The department shall file with the Secretary of State and Legislative Council for publication in the State Register a description and illustration of the uniform and emblems of the official enforcement officers' uniforms and motor vehicles and a description of the color of such uniforms and vehicles."

SECTION 525. Section 50-3-315 of the 1976 Code, as last amended by Section 1258, Act 181 of 1993, is further amended to read:

"Section 50-3-315. (A) The director may appoint deputy enforcement officers to serve without pay and shall establish their territorial jurisdiction. The officers, when acting in their official capacity, may enforce all laws and regulations relating to wildlife, marine, or natural resources within their territorial jurisdiction. The powers and duties of the officers must be established by regulations of the department. Deputy enforcement officers serve at the pleasure of the director. The Secretary of State Governor shall transmit to the director the commissions of all officers. The director shall transmit each commission to the office of the clerk of court for the county in which the officer resides only after he files the oaths and bonds required by Section 50-3-330.

(B) Deputy enforcement officers commissioned by the director are volunteers covered by Chapter 25 of Title 8 and not employees entitled to coverage or benefits in Title 42.

(C) Every two years the department shall conduct a criminal records check on each deputy enforcement officer."

SECTION 526. Section 50-3-320 of the 1976 Code, as last amended by Section 1258, Act 181 of 1993, is further amended to read:

"Section 50-3-320. The Secretary of State Governor shall transmit to the board the commissions of all enforcement officers and the director shall deliver such commissions to the enforcement officers only after the enforcement officers have filed oaths and bonds as required by Section 50-3-330."

SECTION 527. Section 50-19-2240 of the 1976 Code, as last amended by Section 1267, Act 181 of 1993, is further amended to read:

"Section 50-19-2240. The department shall also negotiate for and enter into a reciprocal agreement with the authorized officials of the state of Georgia, adopting rules and regulations for the preservation and propagation of fish and game within the area described in Section 50-19-2220, the recognition of the licenses and permits of one state by the other and the enforcement of the laws of the two states over the area involved. If necessary to reach such an agreement or it is deemed advisable for the better protection and management of the game and fish of this area, the department may increase the bag limit to not more than twelve bass and thirty other game fish in possession at one time and may make and agree to other reasonable rules and regulations with the Georgia authorities, not inconsistent with the laws of this State, and may change or alter them from time to time. Any rules and regulations so adopted by the authorized officials of the two states on the above subjects and not inconsistent with the laws of this State shall have the force and effect of law, after being published in newspapers circulating in the area at least once a week for three weeks and after copies thereof have been filed with the Secretary of State Governor, as provided by law. Any reciprocal agreement so entered into shall contain a provision that either party thereto may cancel it upon ninety days' written notice to the other party."

SECTION 528. Section 50-19-2640 of the 1976 Code is amended to read:

"Section 50-19-2640. The Department shall also negotiate for and enter into a reciprocal agreement with the authorized officials of the state of Georgia, adopting rules and regulations for the preservation and propagation of fish and game within the area, the recognition of the licenses and permits of one state by the other and the enforcement of the laws of the two states over the area involved. If necessary to reach such agreement or it is deemed advisable for the better protection and management of the game and fish of this area, the Department may increase the bag limit prescribed by item (1) of Section 50-19-2620 to not more than twelve bass and thirty other game fish in possession at one time and may make and agree to other reasonable rules and regulations with the Georgia authorities, not inconsistent with the laws of this State, and may change or alter them from time to time. Any rules and regulations so adopted by the authorized officials of the two states, on the above subjects and not inconsistent with the laws of this State, shall have the force and effect of law after being published in newspapers circulating in the area at least once a week for three weeks and after copies thereof have been filed with the Secretary of State Governor, as provided by law. Any reciprocal agreement so entered into shall contain a provision that either party thereto may cancel it upon ninety days' written notice to the other party."

SECTION 529. Section 51-11-40 of the 1976 Code, as last amended by Section 1278, Act 181 of 1993, is further amended to read:

"Section 51-11-40. The department shall file a copy of its South Carolina Outdoor Recreation Plan of 1970 with the Secretary of State Governor. The plan, and amendments thereto, and such formulas and priorities promulgated by the department for the purpose of administering it, shall serve as a guide for the expenditure of these funds."

SECTION 530. Section 51-13-750 of the 1976 Code is amended to read:

"Section 51-13-750. The Authority shall have jurisdiction over the lands, waters, shores, spoil areas and marshes of that area in Charleston harbor in Charleston County consisting of lands, shores and marshes known as Hog Island and lands, shores, marshes and spoil areas immediately adjacent to said Island; being bounded on the north by the rights-of-way of U.S. Highway 17 and of the Cooper River bridges, on the northeast by a creek running from said right-of-way to Shem Creek, on the east by Shem Creek, on the south by Hog Island channel, and on the west by the Cooper River, all of which area is hereby designated as Patriot's Point and shall be known and described as such; and the Authority may take, exclusively occupy, use and possess, to the extent necessary for carrying out the provisions of this article, any lands owned by the State within the area hereinabove described, including shores, waters, marshes, swamps and overflowed lands, bottoms of streams, and bays within the area, and the riparian rights pertaining thereto; excluding the adjacent navigation channels of Charleston harbor; provided such use may be limited by navigation rights or other easements reserved by the State or the United States and by operation and maintenance of the harbor, channels and port of Charleston by the State Ports Authority. When so taken and occupied, due notice of such taking and occupancy having been filed with the Secretary of State Governor, such areas are hereby granted to and shall be the property of the Authority, subject to the limitations for navigation and harbor and port uses above provided, and the laws of the United States with respect to navigable waters. For the purposes of this section, the meaning of the term `use' shall include the removal of material, including spoil or fill material, from and the placing of such material on any part of the lands, shores, marshes and areas hereinabove described. In the event it shall be held by a court of competent jurisdiction that there is any property in the above described areas which may not be so granted by the State, the provisions of this section shall continue of full force and effect as to all other areas so granted to the Authority, and the remainder may be purchased or condemned by the Authority in the manner hereinafter provided."

SECTION 531. Section 51-15-520 of the 1976 Code is amended to read:

"Section 51-15-520. Any such city or municipality may create corporations, own stock therein and name directors and officers for the management thereof, for the purpose of having the corporations acquire properties in like manner as provided in Section 51-15-510 for the uses set out therein. The Secretary of State Department of Commerce may issue charters for such corporations just as charters are now issued for business corporations and such corporations when formed shall have the powers of usual business corporations, with special authority to buy, sell, own, lease or mortgage the real and personal property so acquired."

SECTION 532. Section 53-1-160 of the 1976 Code, as added by Act 134 of 1995, is amended to read:

"Section 53-1-160. (A) In addition to other exemptions provided by statute, the county governing body may by ordinance suspend the application of the Sunday work prohibitions provided in Chapter 1 of Title 53 in a county which does not qualify for the exemption provided in Section 53-1-150. If the county governing body suspends the application of Sunday work prohibitions, any employee of any business which operates on Sunday under the provisions of this section has the option of refusing to work in accordance with Section 53-1-100. Any employer who dismisses or demotes an employee because he is a conscientious objector to Sunday work is subject to a civil penalty of treble the damages found by the court or the jury plus court costs and the employee's attorney's fees. The court may order the employer to rehire or reinstate the employee in the same position he was in prior to the dismissal or demotion without forfeiture of compensation, rank, or grade. No proprietor of a retail establishment who is opposed to working on Sunday may be forced by his lessor or franchisor to open his establishment on Sunday nor may there be discrimination against persons whose regular day of worship is Saturday.

(B) In addition to other exemptions provided by statute, the Sunday work prohibitions provided in Chapter 1 of Title 53 may only be continued:

(1) in a county which does not qualify for the exemption provided in Section 53-1-150 within ninety days before the 1996 general election; or

(2) in a county in which the county governing body has not suspended application of the Sunday work prohibitions by ordinance as provided in subsection (A) within ninety days before the 1996 general election; if a majority of the qualified electors of that county voting in a referendum at the time of the 1996 general election vote in favor of the continued prohibition on Sunday work.

(C) The county election commission shall place the question in subsection (G) on the ballot in November 1996 in a county:

(1) which does not qualify for the exemption provided in Section 53-1-150 within ninety days before the 1996 general election; or

(2) in which the county governing body has not suspended application of the Sunday work prohibitions by ordinance as provided in subsection (A) within ninety days before the 1996 general election.

(D) The state election laws shall apply to the referendum, mutatis mutandis. The State Board of Canvassers shall publish the results of the referendum within each county and certify them to the Secretary of State State Election Commission.

(E) If a county in which the referendum is to be held qualifies for the exemption provided in Section 53-1-150 after September 1, 1996, and before November 5, 1996, the county governing body shall direct the county election commission not to place the question on the ballot and not to hold the referendum.

(F) If the result of this referendum is not in favor of a continuation of the prohibition on Sunday work within the county, Chapter 1 of Title 53 shall not apply within such county after the result of the referendum is certified to the Secretary of State State Election Commission. Any employee of any business which operates on Sunday under the provisions of this section has the option of refusing to work in accordance with Section 53-1-100. Any employer who dismisses or demotes an employee because he is a conscientious objector to Sunday work is subject to a civil penalty of treble the damages found by the court or the jury plus court costs and the employee's attorney's fees. The court may order the employer to rehire or reinstate the employee in the same position he was in prior to the dismissal or demotion without forfeiture of compensation, rank, or grade. No proprietor of a retail establishment who is opposed to working on Sunday may be forced by his lessor or franchisor to open his establishment on Sunday nor may there be discrimination against persons whose regular day of worship is Saturday.

(G) The question put before the voters shall read as follows:

`Shall the prohibition on Sunday work continue in this county subject to an employee's right to elect not to work on Sunday if the prohibition is not continued after certification of the result of this referendum to the Secretary of State State Election Commission?

Yes []

No [] '

(H) Notwithstanding the provisions of subsections (A) through (G), the referendum provided by subsection (B) must be held in a county which qualified for the exemption provided in Section 53-1-150 after May 8, 1985."

SECTION 533. Section 54-3-170 of the 1976 Code is amended to read:

"Section 54-3-170. The Authority may take, exclusively occupy, use and possess, in so far as may be necessary for carrying out the provisions of this chapter, any areas of land owned by the State and within the counties of Beaufort, Charleston and Georgetown, not in use for State purposes, including swamps and overflowed lands, bottoms of streams, lakes, rivers, bays, the sea and arms thereof and other waters of the State and the riparian rights thereto pertaining. When so taken and occupied, due notice of such taking and occupancy having been filed with the Secretary of State Governor, such areas of land are hereby granted to and shall be the property of the Authority. For the purposes of this section, the meaning of the term `use' shall include the removal of material from and the placing of material on any such land. In case it shall be held by any court of competent jurisdiction that there are any lands owned by the State which may not be so granted, then the provisions of this section shall continue in full force and effect as to all other lands owned by the State. The provisions of this section are subject to all laws and regulations of the United States with respect to navigable waters."

SECTION 534. Section 55-5-180 of the 1976 Code, as last amended by Section 1289, Act 181 of 1993, is further amended to read:

"Section 55-5-180. The division shall keep on file with the Secretary of State Governor and at the principal office of the division for public inspection a copy of all its rules and regulations. On or before December thirty-first, in each year, the division shall make to the Governor a full report of its proceedings for the year ending December first in each year and may submit with such report such recommendations pertaining to its affairs as seem to it to be desirable."

SECTION 535. Section 55-11-210 of the 1976 Code is amended to read:

"Section 55-11-210. The commission is authorized to adopt and promulgate rules and regulations governing the use of roads, streets and parking facilities on lands of the Greenville-Spartanburg Airport District. Such rules and regulations shall not be in conflict with any state law and all state laws shall be applicable to the roads, streets and parking facilities under the control of the commission. Rules and regulations of the commission shall become effective when filed with the Executive Secretary of the Greenville-Spartanburg Airport and in the office of the Secretary of State in accordance with Section 1-1-210.

The commission is authorized to employ police officers commissioned by the Governor to enforce all laws and the rules and regulations authorized in this section, and such officers shall be authorized to issue summonses for violations in the manner authorized for state highway patrolmen. Violations of any law or any rule or regulation of the commission within the jurisdiction of the Civil and Criminal Court of Spartanburg shall be tried in that court. Violations not within the jurisdiction of that court shall be tried by any magistrate or other court of competent jurisdiction. Any person violating the rules and regulations of the commission shall be deemed guilty of a misdemeanor and upon conviction shall be fined not more than one hundred dollars or be imprisoned for not more than thirty days.

All fines and forfeitures collected pursuant to the provisions of this section shall be forwarded weekly to the Greenville-Spartanburg Airport Commission by the enforcing court for deposit in the general operating fund of the district."

SECTION 536. Section 56-21-70 of the 1976 Code is amended to read:

"Section 56-21-70. The South Carolina Department of Mental Health may adopt and promulgate rules and regulations governing and controlling use of the roads, streets and parking facilities by operators of vehicles within the area and lands of the State Hospital and Midlands Center. No such rules and regulations shall be in conflict with any State law on the subject, all of such State laws being hereby declared in force and applicable to the roads, streets and parking facilities under the control and authority of the Department. Copies of the rules and regulations shall be filed with the administrative heads of both institutions, the Secretary of State, the Code Commissioner, the city of Columbia and the magistrate's office in Upper township in Richland County."

SECTION 537. Section 57-1-325 of the 1976 Code, as added by Section 1504, Act 181 of 1993, is amended to read:

"Section 57-1-325. Legislators residing in the congressional district shall meet upon written call of a majority of the members of the delegation of each district at a time and place to be designated in the call for the purpose of electing a commissioner to represent the district. A majority present, either in person or by written proxy, of the delegation from a given congressional district constitute a quorum for the purpose of electing a district commissioner. No person may be elected commissioner who fails to receive a majority vote of the members of the delegation.

The delegation must be organized by the election of a chairman and a secretary, and the delegations of each congressional district shall adopt such rules as they consider proper to govern the election. Any absentee may vote by written proxy. When the election is completed, the chairman and the secretary of the delegation shall immediately transmit the name of the person elected to the Secretary of State State Election Commission who shall issue to the person, after he has taken the usual oath of office, a certificate of election as commissioner. The Governor shall thereupon issue a commission to the person, and pending the issuance of the commission the certificate of election is sufficient warrant to the person to perform all of the duties and functions of his office as commissioner. Each commissioner shall serve until his successor is elected and qualified."

SECTION 538. Section 57-1-340 of the 1976 Code, as added by Section 1504, Act 181 of 1993, is amended to read:

"Section 57-1-340. Each commission member, within thirty days after his election or appointment, and before entering upon the discharge of the duties of his office, shall take, subscribe, and file with the Secretary of State Governor the oath of office prescribed by the Constitution of the State."

SECTION 539. Section 57-5-180 of the 1976 Code, as amended by Section 1509, Act 181 of 1993, is amended to read:

"Section 57-5-180. Upon execution of an agreement with the Atomic Energy Commission, the Department of Transportation shall file with the Secretary of State Governor a copy of the agreement and shall publicly declare the date on which the highway shall be a part of the state highway system. After such execution, the terms of the agreement shall have full force notwithstanding any other provisions of law relating to highways in this State."

SECTION 540. Section 57-5-1410 of the 1976 Code is amended to read:

"Section 57-5-1410. All turnpike bonds must be executed in the name of and on behalf of the State of South Carolina and must be signed by the Governor and the State Treasurer. The Great Seal of the State must be affixed to, impressed, or reproduced upon each of them and they must be attested by the Secretary of State. If approved by the State Board, any one or two of the officers may, in lieu of manually signing, employ the use of the facsimile of their signatures in executing any turnpike bonds."

SECTION 541. Section 57-15-10 of the 1976 Code is amended to read:

"Section 57-15-10. The governing body of every county may grant charters for ferries and establish ferries under the provisions of this chapter and shall report all such charters to the Secretary of State Governor immediately after they are granted."

SECTION 542. Section 57-21-20 of the 1976 Code is amended to read:

"Section 57-21-20. Any area in any such county which contains unimproved roads and streets aggregating not less than one-half mile and not more than ten miles may be constituted, created and established a paving district, in the following manner:

(1) A petition signed by a majority in number of the owners of record of the property lying within the area proposed to be included in the district shall be filed with the governing body of the county. The petition shall contain a brief statement requesting that the area be constituted a paving district and giving the boundaries of the same and the type of paving desired and requesting that a special election be held in such paving district to vote upon the question whether an ad valorem tax shall be levied upon the property in the proposed paving district to provide a special fund to repay the cost of improving and paving the streets and roadways in the proposed paving district.

(2) Upon the filing of such petition, the governing body of the county shall cause a survey and plat to be made of the proposed paving district and shall obtain estimates of the cost of improving and paving the streets and roadways which it is proposed to improve and pave in the district and, from such estimates, shall determine the approximate cost of such paving. The estimates and plat shall be filed with the governing body of the county.

(3) Within thirty days after the filing of the petition with the governing body of the county, the governing body shall hold a meeting to consider the petition, and if the governing body shall, in its judgment, determine that the public interest would be promoted by the paving of the streets and roadways in the proposed paving district, it shall adopt a resolution approving the petition; or if, in its judgment, it should determine that the public interest would not be promoted by paving such streets and roadways, it shall adopt a resolution disapproving the petition. If the governing body of the county shall disapprove of the petition, the proposed paving district shall not be created.

(4) Upon the adoption by the governing body of the county of a resolution approving the petition, the governing body shall forthwith transmit a certified copy of such resolution to the Governor of the State, who shall thereupon, upon the recommendation of a majority of the legislative delegation of such county, appoint three qualified electors or owners of record of property residing in the proposed paving district, who shall constitute the paving district commission of the district.

(5) Upon the appointment of the three commissioners by the Governor, he shall forthwith file a notice of such appointment with the Secretary of State, and from the time of the filing of such notice such paving district shall be created and shall constitute a body politic and corporate with perpetual succession and shall exercise and enjoy all the rights, privileges and immunities of such and be subject to the rules and regulations herein imposed."

SECTION 543. Section 58-11-260 of the 1976 Code is amended to read:

"Section 58-11-260. If the articles of incorporation of any radio common carrier are revoked by the Secretary of State Department of Commerce, the Public Service Commission shall immediately revoke the certificate of authorization granted to such carrier. Whenever such certificate is revoked for any cause, the appropriate bureau of the Federal Communications Commission shall be promptly notified of such revocation by the Public Service Commission."

SECTION 544. Section 58-15-10 of the 1976 Code is amended to read:

"Section 58-15-10. Three or more persons desiring to form themselves into a corporation for the purpose of building and operating a railroad or for the purpose of carrying on a street railway, steamboat or canal business may file with the Secretary of State Department of Commerce a written declaration and petition, signed by themselves, setting forth:

(1) The names and residences of the declarants;

(2) The name of the proposed corporation;

(3) The place at which it proposes to have its principal place of business;

(4) The general nature of the business it proposes to do, giving in detail all the powers and privileges which it proposes to assume or claim under the provisions of the Constitution and laws of the State and

(a) in case of a railroad corporation, its termini and route and the counties, townships, cities and towns through which the proposed road shall pass; the total length of the road; whether any portion of it has already been constructed and, if so, how much; the motive power proposed to be used, whether steam or electricity; the gauge of the road, whether standard or narrow; whether the proposed road will be altogether within the limits of this State or will be extended into some other state and, if it is proposed that such road shall be constructed to a point without the State, whether the corporation organizing expects to operate the line as an independent corporation or to consolidate with some other established railroad or company; and any other matter which the declarants may deem important,

(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 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 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."

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."

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 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 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 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 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 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 office, and he shall take and subscribe the oath of office prescribed in Section 26, article III of the Constitution of this State, which he shall file in the office of the Secretary of State Governor. When commissioned he shall immediately enter upon the discharge of his duties. His failure to qualify within thirty days after notice of his election shall create a vacancy."

SECTION 568. Section 59-27-30 of the 1976 Code is amended to read:

"Section 59-27-30. True copies of all contracts made on behalf of this State pursuant to the agreement shall be kept on file in the office of the State Superintendent of Education and in the office of the Secretary of State Governor."

SECTION 569. Section 59-49-90 of the 1976 Code is amended to read:

"Section 59-49-90. All of the members of the board and the superintendent of the school shall, before entering upon the discharge of their duties, take an oath faithfully to perform any and all duties imposed upon them under this chapter. The superintendent shall execute a bond payable to the State in such sum as shall be required by the board, with sufficient security, which shall be filed in the office of the Secretary of State Governor."

SECTION 570. Section 59-103-120 of the 1976 Code is amended to read:

"Section 59-103-120. One hundred and eighty days from the effective date of this act, the State Commission on Higher Education shall publish a list of the accrediting agency or agencies, which may include itself, approved by it for accreditation of chiropractic colleges or schools doing business in this State. Any chiropractic college or school doing business in this State shall, upon publication of said list of such accrediting agency or agencies, forthwith apply for such accreditation or candidate status and furnish the State Commission on Higher Education documented evidence of such application.

Failure to obtain such accreditation or candidate status within nineteen months after publication of the list of approved agencies shall result in the Commission on Higher Education revoking the status of such college or school as a recognized college or school of chiropractic.

Provided, further, any college of chiropractic applying for a South Carolina charter must furnish the Commission on Higher Education with sufficient evidence that such school will qualify for required accreditation. Upon certification by the Commission on Higher Education to the Secretary of State Governor, the Secretary of State Governor may issue a charter; provided, further, however, that any college now chartered must attain required licensure before one hundred eighty days after the effective date of this act or have its charter revoked upon a finding by the Attorney General that such licensure has not been attained by such date. In addition to other existing criteria, licensure of all chiropractic colleges shall be renewable annually contingent upon supplying semiannual reports as to the progress of accreditation to the Commission on Higher Education and the Commission shall make a determination if such progress is satisfactory."

SECTION 571. Section 59-115-100 of the 1976 Code is amended to read:

"Section 59-115-100. The authority is authorized to fix and collect fees, charges, interest and premiums for making, insuring or guaranteeing student loans, purchasing, endorsing or guaranteeing obligations and any other services performed under this chapter. The authority is further authorized to contract with the United States of America or any agency or officer thereof and with any person, partnership, association, banking institution or other corporation respecting the carrying out of the authority's functions under this chapter. The authority shall at all times endeavor to fix and collect such fees, charges, receipts, premiums and other income so as to have available in the sinking fund at all times an amount which, together with any other funds made available therefor, shall be sufficient to pay the principal of and interest on such bonds as they shall become due and payable and to create reserves for such purposes. Money in the sinking fund, except such part thereof as may be necessary to provide such reserves for the bonds as may be provided for in the resolution authorizing the issuance of such bonds, shall be set aside in the sinking fund at such regular intervals as may be provided in such resolution and is hereby pledged to, and charged with, the payment of the principal of and interest on such bonds as they shall become due and the redemption price or the purchase price of bonds retired by call or purchase as therein provided. Such pledge shall be valid and binding from the time when the pledge is made. The fees, charges, receipts, proceeds and other revenues and moneys so pledged and thereafter received by the authority shall immediately be subject to the lien of such pledge without any physical delivery thereof or further act, and the lien of any such pledge shall be valid and binding as against all parties having claims of any kind in tort, contract or otherwise against the authority, irrespective of whether such parties have notice thereof. The resolution by which a pledge is created need not be filed or recorded except that a record of the proceedings covering the issuance of the bonds shall be filed in the office of the Secretary Treasurer of State of South Carolina, as required by Section 11-15-20. The use and disposition of money to the credit of the sinking fund shall be subject to the provisions of the resolution authorizing the issuance of such bonds. Any such resolution may, in the discretion of the authority, provide for the transfer of surplus money in the sinking fund to the credit of the loan fund. Except as may otherwise be provided in such resolution, such sinking fund shall be a fund for all such bonds without distinction or priority."

SECTION 572. Section 59-117-20 of the 1976 Code, as last amended by Act 248 of 1991, is further amended to read:

"Section 59-117-20. The regular term of office of each trustee elected by the General Assembly is four years; however, the trustee shall continue to function as a trustee after his term has expired until his successor is elected and qualifies. Trustees from the first, third, fifth, seventh, ninth, eleventh, twelfth, and thirteenth judicial circuits whose terms expire March 31, 1982, must next be elected for terms commencing on April 1, 1982, and those terms expire on June 30, 1986. Trustees from the second, fourth, sixth, eighth, tenth, fourteenth, fifteenth, and sixteenth judicial circuits elected for terms to commence April 1, 1984, shall have their terms extended to June 30, 1988, and must next be elected for terms commencing on July 1, 1988. Thereafter, the General Assembly shall hold elections every two years for the purpose of selecting successors of those trustees whose terms are then expiring. The term of office of an elective trustee commences on the first day of July of the year in which the trustee under this plan is scheduled to be elected and the term continues until the thirtieth day of June of the year in which the term is scheduled to expire. After its 1984 session, the General Assembly shall elect successors to those elective trustees whose terms are expiring not earlier than the first day of April of the year the term expires. In electing members of the board, the General Assembly shall elect members based on merit regardless of race, color, creed, or gender and shall strive to assure that the membership of the board is representative of all citizens of the State of South Carolina.

The term of office of the at-large trustee appointed by the Governor is effective upon certification to by the Secretary of State Governor and is four years. If the Governor, chooses to designate a member to serve in his stead as permitted by Section 59-117-10, the appointment is effective upon certification to by the Secretary of State Governor and shall continue, at the pleasure of the Governor making the appointment, so long as he continues to hold the specified office.

The term of the President of the Greater University of South Carolina Alumni Association is for the active term of office as president."

SECTION 573. Section 59-121-10 of the 1976 Code, as last amended by Act 248 of 1991, is further amended to read:

"Section 59-121-10. The board of visitors of The Citadel, the Military College of South Carolina, shall be composed of the Governor, the Adjutant General and the State Superintendent of Education, who shall be members ex officio of the board, and eleven others who shall be graduates of the college, seven of whom are to be elected by joint vote of the General Assembly as hereinafter provided, three of whom are to be elected by such means and methods as may be determined by the Association of Citadel Men or any succeeding organization of Citadel men, the result of election to be certified by the president of the association to the Secretary of State Governor, and one of whom shall be appointed by the Governor. The Governor shall make the appointment based on merit regardless of race or economic status and shall strive to assure that the membership of the board is representative of all citizens of the State of South Carolina."

SECTION 574. Section 59-121-20 of the 1976 Code, as last amended by Act 248 of 1991, is further amended to read:

"Section 59-121-20. The regular terms of office of the elected members in office on April 18, 1947, who are still in office shall end on the last day of June in the years stated in the table in Act 108 of the regular session of 1947 (Acts 1947, p. 144). The regular terms of office of the elected members who were not in office on that date and of all members hereafter elected shall be six years; provided, that the third member authorized to be elected by the Association of Citadel Men shall serve an initial term of four years. All elected terms shall begin on the first day of July and end on the last day of June; provided, however, that each incumbent shall be entitled to hold office until his successor is duly elected. In electing members of the board, the General Assembly shall elect members based on merit regardless of race or economic status and shall strive to assure that the membership of the board is representative of all citizens of the State of Carolina.

The term of office of the at-large trustee appointed by the Governor shall be effective upon certification to by the Secretary of State Governor and shall be six years."

SECTION 575. Section 59-123-50 of the 1976 Code, as last amended by Act 248 of 1991, is further amended to read:

"Section 59-123-50. The present members of the board of trustees shall continue to serve until July 1, 1966, at which time their terms shall terminate and the members of the board to succeed the present members, and to fill the additional membership provided in Section 59-123-40, must be elected at a joint session of the General Assembly on the following dates: On the first Wednesday in February 1966, members representing the medical profession (medical doctor, dentist, registered nurse, or licensed pharmacist) and on the second Wednesday in February 1966, lay members or nonmedical members. One member of the medical profession from each congressional district and one layman or member of a nonmedical profession from each congressional district must be elected. The terms of all members elected commence on July 1, 1966. Of those first elected, the member who represents the medical profession from the first, second, and third congressional districts and lay members or members of the nonmedical profession from the fourth, fifth, and sixth congressional districts must be elected for terms of four years or until their successors are elected and qualify. The member of the board of trustees who represents the medical profession from the fourth, fifth, and sixth congressional districts and the members who are laymen or members of nonmedical professions from the first, second, and third congressional districts must be elected for terms of two years or until their successors are elected and qualify. Their successors must be elected for terms of four years or until their successors are elected and qualify. After its 1984 session, the General Assembly shall elect successors to those members it elects not earlier than the first day of April for a term to begin the following July first. Elections to fill vacancies on the board which are caused by the death, resignation, or removal of an elective trustee may be held earlier than the first day of April of the year in which the unexpired term terminates, but the term of the person elected to succeed the member expires on the last day of June of the year in which the term of the former member would have expired. In electing members of the board, the General Assembly shall elect members based on merit regardless of race, color, creed, or gender and shall strive to assure that the membership of the board is representative of all citizens of the State of South Carolina.

The term of the at-large trustee appointed by the Governor is effective upon certification to by the Secretary of State Governor and is four years. Any vacancy in the office of the member appointed by the Governor must be filled by appointment for the unexpired term in the same manner of original appointment. If the Governor chooses to designate a member to serve in his stead, as permitted by Section 59-123-40, the appointment is effective upon certification to by the Secretary of State Governor and shall continue, at the pleasure of the Governor making the appointment, so long as he continues to hold the specified office."

SECTION 576. Section 59-125-30 of the 1976 Code, as last amended by Act 248 of 1991, is further amended to read:

"Section 59-125-30. The regular term of office of the elective members of the board of trustees is six years with the members first elected being elected two for two years, two for four years, and three for six years. In electing members of the board, the General Assembly shall elect members based on merit regardless of race, color, creed, or gender and shall strive to assure that the membership of the board is representative of all citizens of the State of South Carolina. The General Assembly shall hold elections every even-numbered year to fill vacancies as they occur in the board by the expiration of terms of office. The present elective members of the board of trustees shall continue to serve until the thirtieth day of June of the year in which their terms are scheduled to expire. After its 1984 session, the General Assembly shall elect successors to those trustees whose terms are expiring not earlier than the first day of April for a term to begin the following July first. Elections to fill vacancies which are caused by the death, resignation, or removal of an elective trustee may be held earlier than the first day of April of the year in which the unexpired term terminates, but the term of the person elected to fill the vacancy expires on the last day of June of the year in which the term of the former member would have expired. When there is a vacancy otherwise occurring in the board of trustees among the elected members, the Governor may fill it by appointment until the next session of the General Assembly. The successors to the two present members who are graduates of Winthrop College appointed by the Winthrop College Alumnae Association or its successors must be elected by the members of the Winthrop College Alumnae Association at its annual meeting held at Winthrop College during commencement week in 1958 and they shall serve for a term of four years and their successors must be elected at the similar annual meeting every four years thereafter. The names of the two so elected must be certified to the Secretary of State Governor by the president and secretary of the association and they shall take office immediately after the certification. The term of the at-large trustee appointed by the Governor is effective upon certification to the Secretary of State Governor and is six years. Any vacancy in the office of the member appointed by the Governor must be filled by appointment of the Governor for the unexpired term in the same manner of original appointment."

SECTION 577. Section 59-125-50 of the 1976 Code is amended to read:

"Section 59-125-50. The Secretary of State Governor shall furnish a certificate to each trustee within ten days after his election notifying him that he has been so elected and if any trustee fail for the space of thirty days to inform the Governor of his acceptance then his election shall be void and his place shall be filled as heretofore provided in cases of vacancy."

SECTION 578. Section 59-130-10 of the 1976 Code, as last amended by Act 248 of 1991, is further amended to read:

"Section 59-130-10. The board of trustees for the College of Charleston is composed of the Governor of the State or his designee, who is an ex officio of the board, and sixteen members, with fifteen of these members to be elected by the General Assembly and one member to be appointed from the State at large by the Governor. The General Assembly shall elect and the Governor shall appoint these members based on merit regardless of race, color, creed, or gender and shall strive to assure that the membership of the board is representative of all citizens of this State.

Of the fifteen members to be elected, two members must be elected from each congressional district and the remaining three members must be elected by the General Assembly from the State at large.

The term of office of the at-large trustee appointed by the Governor is effective upon certification to by the Secretary of State Governor and is coterminous with the term of the Governor appointing him. He shall serve after his term has expired until his successor is appointed and qualifies.

Each position on the board constitutes a separate office and the seats on the board are numbered consecutively as follows: for the First Congressional District, Seats One and Two; for the Second Congressional District, Seats Three and Four; for the Third Congressional District, Seats Five and Six; for the Fourth Congressional District, Seats Seven and Eight; for the Fifth Congressional District, Seats Nine and Ten; for the Sixth Congressional District, Seats Eleven and Twelve; for the at-large positions elected by the General Assembly, Seats Thirteen, Fourteen, and Fifteen. The member appointed by the Governor shall occupy Seat Sixteen.

Any person who, as of July 1, 1988, is serving as president of the State College Board of Trustees or is serving on the Planning Committee for the College of Charleston within the State College Board of Trustees has the option of serving as a trustee on the board of trustees for the College of Charleston for an appropriate two-year term expiring June 30, 1990. Such option must be exercised on the first day of the filing period. If two such members file for the same seat, the General Assembly shall elect the board member from those so filing.

Effective July 1, 1988, the even-numbered seats of those members elected by the General Assembly must be filled for four-year terms expiring June 30, 1992. The remaining elective odd-numbered seats on the board must be filled for two-year terms beginning July 1, 1988, and expiring June 30, 1990. The trustees for the odd-numbered seats must then be elected for four-year terms beginning July 1, 1990, and expiring June 30, 1994. The General Assembly shall hold elections every two years to select successors of the trustees whose four-year terms are then expiring. Except as otherwise provided in this chapter, no election may be held before April first of the year in which the successor's term is to commence. The term of office of an elective trustee commences on the first day of July of the year in which the trustee is elected.

If an elective office becomes vacant, the Governor may fill it by appointment until the next session of the General Assembly. The General Assembly shall hold an election at any time during the session to fill the vacancy for the unexpired portion of the term. A vacancy occurring in the appointed office on the board must be filled for the remainder of the unexpired term by appointment in the same manner of the original appointment."

SECTION 579. Section 59-133-10 of the 1976 Code, as last amended by Act 248 of 1991, is further amended to read:

"Section 59-133-10. The board of trustees for Francis Marion College is composed of the Governor of the State or his designee, who is an ex officio of the board, and sixteen members, with fifteen of these members to be elected by the General Assembly and one member to be appointed from the State at large by the Governor. The General Assembly shall elect and the Governor shall appoint these members based on merit regardless of race, color, creed, or gender and shall strive to assure that the membership of the board is representative of all citizens of this State.

Of the fifteen members to be elected, two members must be elected from each congressional district and the remaining three members must be elected by the General Assembly from the State at large.

The term of office of the at-large trustee appointed by the Governor is effective upon certification to by the Secretary of State Governor and is coterminous with the term of the Governor appointing him. He shall serve after his term has expired until his successor is appointed and qualifies.

Each position on the board constitutes a separate office and the seats on the board are numbered consecutively as follows: for the First Congressional District, Seats One and Two; for the Second Congressional District, Seats Three and Four; for the Third Congressional District, Seats Five and Six; for the Fourth Congressional District, Seats Seven and Eight; for the Fifth Congressional District, Seats Nine and Ten; for the Sixth Congressional District, Seats Eleven and Twelve; for the at-large positions elected by the General Assembly, Seats Thirteen, Fourteen, and Fifteen. The member appointed by the Governor shall occupy Seat Sixteen.

Any person who, as of July 1, 1988, is serving as president of the State College Board of Trustees or is serving on the Planning Committee for Francis Marion College within the State College Board of Trustees has the option of serving as a trustee on the board of trustees for Francis Marion College for an appropriate two-year term expiring June 30, 1990. Such option must be exercised on the first day of the filing period. If two such members file for the same seat, the General Assembly shall elect the board member from those so filing.

Effective July 1, 1988, the even-numbered seats of those members elected by the General Assembly must be filled for four-year terms expiring June 30, 1992. The remaining elective odd-numbered seats on the board must be filled for two-year terms beginning July 1, 1988, and expiring June 30, 1990. The trustees for the odd-numbered seats must then be elected for four-year terms beginning July 1, 1990, and expiring June 30, 1994. The General Assembly shall hold elections every two years to select successors of the trustees whose four-year terms are then expiring. Except as otherwise provided in this chapter, no election may be held before April first of the year in which the successor's term is to commence. The term of office of an elective trustee commences on the first day of July of the year in which the trustee is elected.

If an elective office becomes vacant, the Governor may fill it by appointment until the next session of the General Assembly. The General Assembly shall hold an election at any time during the session to fill the vacancy for the unexpired portion of the term. A vacancy occurring in the appointed office on the board must be filled for the remainder of the unexpired term by appointment in the same manner of the original appointment."

SECTION 580. Section 59-135-10 of the 1976 Code, as last amended by Act 248 of 1991, is further amended to read:

"Section 59-135-10. The board of trustees for Lander College is composed of the Governor of the State or his designee, who is an ex officio of the board, and sixteen members, with fifteen of these members to be elected by the General Assembly and one member to be appointed from the State at large by the Governor. The General Assembly shall elect and the Governor shall appoint these members based on merit regardless of race, color, creed, or gender and shall strive to assure that the membership of the board is representative of all citizens of this State.

Of the fifteen members to be elected, two members must be elected from each congressional district and the remaining three members must be elected by the General Assembly from the State at large.

The term of office of the at-large trustee appointed by the Governor is effective upon certification to by the Secretary of State Governor and is coterminous with the term of the Governor appointing him. He shall serve after his term has expired until his successor is appointed and qualifies.

Each position on the board constitutes a separate office and the seats on the board are numbered consecutively as follows: for the First Congressional District, Seats One and Two; for the Second Congressional District, Seats Three and Four; for the Third Congressional District, Seats Five and Six; for the Fourth Congressional District, Seats Seven and Eight; for the Fifth Congressional District, Seats Nine and Ten; for the Sixth Congressional District, Seats Eleven and Twelve; for the at-large positions elected by the General Assembly, Seats Thirteen, Fourteen, and Fifteen. The member appointed by the Governor shall occupy Seat Sixteen.

Any person who, as of July 1, 1988, is serving as president of the State College Board of Trustees or is serving on the Planning Committee for Lander College within the State College Board of Trustees has the option of serving as a trustee on the board of trustees for Lander College for an appropriate two-year term expiring June 30, 1990. Such option must be exercised on the first day of the filing period. If two such members file for the same seat, the General Assembly shall elect the board member from those so filing.

Effective July 1, 1988, the even-numbered seats of those members elected by the General Assembly must be filled for four-year terms expiring June 30, 1992. The remaining elective odd-numbered seats on the board must be filled for two-year terms beginning July 1, 1988, and expiring June 30, 1990. The trustees for the odd-numbered seats must then be elected for four-year terms beginning July 1, 1990, and expiring June 30, 1994. The General Assembly shall hold elections every two years to select successors of the trustees whose four-year terms are then expiring. Except as otherwise provided in this chapter, no election may be held before April first of the year in which the successor's term is to commence. The term of office of an elective trustee commences on the first day of July of the year in which the trustee is elected.

If an elective office becomes vacant, the Governor may fill it by appointment until the next session of the General Assembly. The General Assembly shall hold an election at any time during the session to fill the vacancy for the unexpired portion of the term. A vacancy occurring in the appointed office on the board must be filled for the remainder of the unexpired term by appointment in the same manner of the original appointment."

SECTION 581. Section 59-136-110 of the 1976 Code, as added by Act 69 of 1993, is amended to read:

"Section 59-136-110. The board of trustees for Coastal Carolina University is composed of the Governor of the State or his designee, who is an ex officio member of the board, and sixteen members, with fifteen of these members to be elected by the General Assembly and one member to be appointed from the State at large by the Governor. The General Assembly shall elect and the Governor shall appoint these members based on merit regardless of race, color, creed, or gender and shall strive to assure that the membership of the board is representative of all citizens of this State.

Of the fifteen members to be elected by the General Assembly, two members must be elected from each congressional district and the remaining three members must be elected from the State at large.

The term of office of the at-large trustee appointed by the Governor is effective upon certification to by the Secretary of State Governor and is coterminous with the term of the Governor appointing him.

Each position on the board constitutes a separate office and the seats on the board are numbered consecutively as follows: for the First Congressional District, Seats One and Two; for the Second Congressional District, Seats Three and Four; for the Third Congressional District, Seats Five and Six; for the Fourth Congressional District, Seats Seven and Eight; for the Fifth Congressional District, Seats Nine and Ten; for the Sixth Congressional District, Seats Eleven and Twelve; for the at-large positions elected by the General Assembly, Seats Thirteen, Fourteen, and Fifteen. The member appointed by the Governor shall occupy Seat Sixteen.

The General Assembly shall elect those members of the board of trustees it elects during its 1993 Session. Members initially elected from Seats One, Three, Five, Seven, Nine, Eleven, Thirteen, and Fifteen shall be elected for two-year terms and members initially elected from Seats Two, Four, Six, Eight, Ten, Twelve, and Fourteen shall be elected for four-year terms. Thereafter, their successors shall each be elected for four-year terms.

The General Assembly shall hold elections every two years to select successors of the trustees whose terms are expiring in that year. Except as otherwise provided in this chapter, no election may be held before April first of the year in which the successor's term is to commence. The term of office of an elective trustee commences on the first day of July of the year in which the trustee is elected and all members shall serve until their successors are elected or appointed and qualify.

If an elective office becomes vacant, the Governor may fill it by appointment until the next session of the General Assembly. The General Assembly shall hold an election at any time during the session to fill the vacancy for the unexpired portion of the term. A vacancy occurring in the appointed office on the board must be filled for the remainder of the unexpired term by appointment in the same manner of the original appointment."

SECTION 582. Section 61-3-220 of the 1976 Code, as last amended by Section 1583, Act 181 of 1993, is further amended to read:

"Section 61-3-220. The division may employ such inspectors or agents as may be necessary for the proper administration and enforcement of the provisions of this chapter, Chapter 7, and Article 3 of Chapter 13 and Chapter 33 of Title 12. The salaries of said inspectors or agents shall be fixed by the division and shall be payable as an expense of the administration of this chapter, Chapter 7, and Article 3 of Chapter 13. The Governor shall commission as state constables such inspectors or agents as are certified to him by the division in order that they shall have adequate authority as peace officers to enforce the provisions of this chapter, Chapter 7, and Article 3 of Chapter 13 and Chapter 33 of Title 12. Each inspector or agent shall, before entering upon the discharge of his duties, take and subscribe the oath of office as required by Article III, Section 26, of the Constitution of South Carolina, and also any additional oath required by law and shall give bond payable to the State, in form approved by the Attorney General, in the penal sum of five thousand dollars with some surety or guaranty company duly authorized to do business in South Carolina and approved by the division, as surety, conditioned upon the faithful discharge of his duties. The premiums on such bonds shall be paid as an expense of the administration of this chapter, Chapter 7, and Article 3 of Chapter 13 and the bonds shall be filed with and preserved by the Secretary of State Governor."

SECTION 583. Section 61-5-170 of the 1976 Code, as last amended by Section 1584, Act 181 of 1993, is further amended to read:

"Section 61-5-170. In addition to the provisions of Section 61-5-85, the department may issue a temporary permit to allow the possession, sale, and consumption of alcoholic liquor and beverages. This permit is valid for a period not to exceed twenty-four hours, and may be issued only to bona fide nonprofit organizations that have been in existence and operating for at least twelve months prior to the date of application, to nonprofit educational foundations, and to political parties and their affiliates duly certified by the Secretary of State Attorney General. The department shall charge a nonrefundable filing fee of thirty-five dollars for processing each application. The department in its sole discretion shall specify the terms and conditions of the permit."

SECTION 584. Section 61-9-1240 of the 1976 Code, as last amended by Section 1586, Act 181 of 1993, is further amended to read:

"Section 61-9-1240. The department and the division shall make rules and regulations for the operation of breweries and commercial wineries authorized under this article. Such rules and regulations after they are reduced to writing, filed with the Secretary of State pursuant to the Administrative Procedures Act (Chapter 23, Title 1) as required by law and mailed or otherwise delivered to a person operating a brewery or winery shall have the force and effect of law and upon violation of any such rules and regulations the license or permit provided for herein shall be forthwith canceled and become null and void."

SECTION 585. Section 61-11-260 of the 1976 Code is amended to read:

"Section 61-11-260. Any person manufacturing any alcohol under the provisions of this article shall, while such alcohol remains in this State, store and keep it in a general United States bonded warehouse or in another warehouse and file with the Secretary of State Department of Revenue and Taxation a declaration setting forth the exact location, description and dimension of each and every such warehouse used and to be used for such purpose. It shall be unlawful to store or keep any alcohol manufactured under the provisions of this article in any other place than such as may be described in the declaration above provided for."

SECTION 586. Section 62-5-620 of the 1976 Code is amended to read:

"Section 62-5-620. The Administrator or his successor is and shall be a party in interest (a) in any proceeding brought under any law of this State for the appointment, confirmation, recognition, or removal of any guardian of a minor, or of a mentally incompetent person, to whom or on whose behalf benefits have been paid or are payable by the Veterans' Administration, its predecessor or successor, (b) in any guardianship proceeding involving such person or his estate, (c) in any suit or other proceeding arising out of the administration of such person's estate or assets and (d) in any proceeding the purpose of which is the removal of the disability of minority or of mental incompetency of such person. In any case or proceeding involving property or funds of such minor or mentally incompetent person not derived from the Veterans' Administration, the Veterans' Administration shall not be a necessary party but may be a proper party to such proceedings. This section shall not apply unless the Veterans' Administration shall designate in writing filed with the Secretary of State Attorney General, its chief attorney, acting chief attorney or other agent within this State as a person authorized to accept service of process or upon whom process may be served."

SECTION 587. (A) Where the provisions of this act transfer the Office of the Secretary of State to another state agency, department, division, or entity or make them a part of another department or division (receiving departments), the employees, authorized appropriations, bonded indebtedness if applicable, and real and personal property of the Office of the Secretary of State are also transferred to and become part of the receiving department or division unless otherwise specifically provided. All classified or unclassified personnel of the Office of the Secretary of State or position employed by the Office of the Secretary of State on the effective date of this act, either by contract or by employment at will, shall become employees of the receiving department or division, with the same compensation, classification, and grade level, as applicable. The Budget and Control Board shall cause all necessary actions to be taken to accomplish this transfer and shall prescribe, in consultation with the Secretary of State and receiving agencies, the manner in which the transfer provided for in this section must be accomplished. The boards' action in facilitating the provisions of this section are ministerial in nature and may not be construed as an approval process over any of the transfers.

(B) Where the Office of the Secretary of State is transferred to or consolidated with another agency, department, division, entity or official, regulations promulgated by the Office of the Secretary of State under the authority of former provisions of law pertaining to it are continued and are considered to be promulgated under the authority of present provisions of law pertaining to it.

(C) References to the names of agencies, departments, entities, or public officials changed by this act, to their duties or functions devolved pursuant to the provisions of this act upon other agencies, departments, entities, or officials, or to provisions of law consolidated with or transferred to other parts of the 1976 Code are considered to be and must be construed to mean appropriate references.

(D) Employees or personnel of the Office of the Secretary of State, or sections, divisions, or portions of it, transferred to or made a part of another agency, department, division, or official pursuant to the terms of this act shall continue to occupy the same office locations and facilities which they now occupy unless or until otherwise changed by appropriate action and authorization. The rent and physical plant operating costs of these offices and facilities, if any, shall continue to be paid by the Office of the Secretary of State until otherwise provided by the General Assembly. The records and files of the agencies which formerly employed these personnel shall continue to remain the property of these transferring agencies, except that these personnel shall have complete access to these records and files in the performance of their duties as new employees of the receiving agency.

(E) Unless otherwise provided for in this act or by other provisions of law, all fines, fees, forfeitures, or revenues imposed or levied by the Office of the Secretary of State transferred pursuant to the provisions of this act to other agencies or departments must continue to be used and expended for those purposes provided prior to the effective date of this act. If a portion of these fines, fees, forfeitures, or revenues were required to be used for the support, benefit, or expense of personnel transferred, those funds must continue to be used for these purposes.

(F) The Budget and Control Board, in consultation with the appropriate standing committees of the General Assembly as designated by the President Pro Tempore of the Senate and the Speaker of the House of Representatives and the other affected agencies, shall prescribe the manner in which the provisions of subsections (A), (D), and (E) must be implemented where agreement between the affected agencies cannot be obtained.

(G) The Budget and Control Board shall provide for a consolidated employee employment application process to be used by all state agencies or departments including those affected by the provisions of this act.

(H) Where the functions of the Office of the Secretary of State have been devolved on more than one department or departmental division, the general support services of the Office of the Secretary of State must be transferred to the restructured departments or departmental divisions as provided by the General Assembly in the annual general appropriations act.

(I) The Code Commissioner shall make changes to the 1976 Code as contained in this act to be printed in replacement volumes or in cumulative supplements as he considers practical and economical.

SECTION 588. Notwithstanding any permanent or temporary provision of law, any enactment, or portion of it, of the General Assembly in 1996 in conflict with any provision of this act is suspended as to its force and effect until March 1, 1996. Where there is no conflict the provisions of any other enactments shall supersede the provisions of this act. For the purposes of this section, `conflict' does not include:

(1) where provisions of the Code of Laws of 1976, as amended, are repeated in this act so as to incorporate only changes in the names of agencies, divisions, or departments, except so far as such change in name conflicts with another enactment or a portion of another enactment, or

(2) where provisions of the Code of Laws of 1976, as amended, are repeated in this act so as to incorporate only changes in the governance or structure of an agency, division, or department except so far as the governance or structure is in conflict with another enactment or some portion of another enactment.

SECTION 589. (A) The repeal or amendment by this act of any law, whether temporary or permanent or civil or criminal, does not affect pending actions, rights, duties, or liabilities founded on it, or alter, discharge, release, or extinguish any penalty, forfeiture, or liability incurred under the repealed or amended law, unless the repealed or amended provision expressly provides it. After the effective date of this act, all laws repealed or amended by this act must be taken and treated as remaining in full force and effect for the purpose of sustaining any pending or vested right, civil action, special proceeding, criminal prosecution, or appeal existing as of the effective date of this act, and for the enforcement of rights, duties, penalties, forfeitures, and liabilities as they stood under the repealed or amended laws. Any department to which are transferred the powers, duties, and functions of any agency relating to the pending proceeding must be substituted as a party in interest.

(B) Any statute enacted and any rule or regulation made in respect to any agency or function transferred to, or consolidated, coordinated, or combined with any other agency or function under the provisions of this act before the effective date of the transfer, consolidation, coordination, or combination, except to the extent repealed, modified, superseded, or made inapplicable by or under the authority of law, shall have the same effect as if the transfer, consolidation, coordination, or combination had not been made. But when any such statute, rule, or regulation has vested functions in the agency from which the transfer is made under the act, the functions, insofar as they are to be exercised after the transfer, must be considered as vested in the agency to which the transfer is made under the act.

(C) No suit, action, or other proceeding lawfully commenced by or against any agency or officer of the State in its or his official capacity or in relation to the discharge of its or his official duties shall abate by reason of the taking effect of this act but the court may allow, on motion or supplemental complaint filed at any time within twelve months after this act takes effect, showing a necessity for a survival of such suit, action, or other proceeding to obtain an adjudication of the questions involved, the same to be maintained by or against the successor of the agency or officer under the act or, if there be no such successor, against such agency or officer as the Governor shall designate.

SECTION 590. If any section, subsection, paragraph, subparagraph, sentence, clause, phrase, or word of this act is for any reason held to be unconstitutional or invalid, such holding shall not affect the constitutionality or validity of the remaining portions of this act, the General Assembly by this act declaring that it would have passed this act, and each and every section, subsection, paragraph, subparagraph, sentence, clause, phrase, and word of it, irrespective of the fact that any one or more other sections, subsections, paragraphs, subparagraphs, sentences, clauses, phrases, or words of this act may be declared to be unconstitutional, invalid, or otherwise ineffective.

SECTION 591. Sections 1-5-10, 1-5-20, 8-21-110, 12-4-40, 23-29-50, 23-29-60, 23-29-70, 23-29-80, 30-11-10, 30-11-20, 30-11-30, 30-11-40, 30-11-50, 47-9-260, 47-9-270, 47-9-280, 47-9-310, 47-9-320, 47-9-330, 47-9-340, 47-9-380, 47-9-390, and 47-9-400 of the 1976 Code are repealed.

SECTION 592. This act takes effect July 1, 1997.

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