2013 Maryland Code
CORPORATIONS AND ASSOCIATIONS
§ 5-627 - Consolidation

§5-627.

(a) A cooperative may consolidate with one or more other cooperatives to form a new consolidated cooperative as provided in this section.

(b) (1) A proposed consolidation and proposed articles of consolidation that effect the consolidation shall be submitted for consideration at an annual or special meeting of the members of each consolidating cooperative.

(2) A copy of the proposed articles of consolidation shall be attached to the notice of the meeting.

(3) The proposed consolidation, proposed articles of consolidation, and any amendments to the proposed articles of consolidation shall be approved by the affirmative vote of not less than two-thirds of the members of each consolidating cooperative voting on the matter.

(c) If the proposed consolidation, proposed articles of consolidation, and any amendments to the proposed articles of consolidation are approved by the members of each consolidating cooperative as provided in subsection (b) of this section:

(1) Articles of consolidation in the form approved shall be signed and acknowledged for each cooperative by its chairman or vice-chairman and attested by its secretary; and

(2) The seal of each cooperative shall be affixed to the articles.

(d) (1) The articles of consolidation shall contain:

(i) The name of each consolidating cooperative and the address of its principal office;

(ii) The name of the successor, the address of its principal office, and the name and address of its resident agent;

(iii) A statement that each consolidating cooperative agrees to the consolidation;

(iv) The name and address of each director of the successor;

(v) The terms and conditions of the consolidation and the manner of carrying it into effect, including the manner in which members of the consolidating cooperatives may or shall become members of the successor; and

(vi) A statement that the articles are executed in accordance with this subtitle.

(2) The articles of consolidation may contain any provision that:

(i) Is consistent with this subtitle; and

(ii) Is considered necessary or advisable for the conduct of the business of the successor.

(e) The chairman or vice-chairman who signs the articles of consolidation for each consolidating cooperative shall make and attach to the articles an affidavit stating that the cooperative has complied with the provisions of this section that relate to the articles.