2013 Maryland Code
§ 5-5A-25 - Division

MD Corp & Assn Code § 5-5A-25 (2013) What's This?

(a) Plan of division. --

(1) A cooperative may divide itself into 2 or more cooperatives under this subtitle.

(2) A written plan of division shall be prepared by the board or by a committee selected by the board for that purpose.

(3) The plan shall set forth all the terms of the division and its proposed effect on all members and stockholders of the cooperative.

(4) The plan shall contain the articles of incorporation of each new cooperative being formed and any amendments to the articles of incorporation of the remaining cooperative.

(b) Approval of plan of division. -- The members and stockholders entitled to vote shall approve the plan in the manner provided for amendments to the articles of incorporation. This provision is reserved for the members and may not be the prerogative of the delegates.

(c) Articles of division and articles of incorporation. --

(1) Articles of division shall set forth the approved plan and shall be filed and recorded as an amendment to the articles of incorporation.

(2) Each part of the plan that contains the articles of incorporation of a new cooperative shall be filed separately and recorded as articles of incorporation for the new cooperative.

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