1664 LAWS OF MARYLAND. [CH. 907

cluding the manner in which members of the merging coopera-
tives may or shall become members of the surviving coopera-
tive; and may contain any provisions not inconsistent with
this Act deemed necessary or advisable for the conduct of the
business of the surviving cooperative. The president or vice-
president of each cooperative executing such articles of mer-
ger shall make and annex thereto an affidavit stating that the
provisions of this section in respect of such articles were
duly complied with by such cooperative.

478. Effect of Consolidation or Merger, (a) In the case
of a consolidation the existence of the consolidating coopera-
tives shall cease and the articles of consolidation shall be
deemed to be the articles of incorporation of the new coopera-
tive; and in the case of a merger the separate existence of
the merging cooperatives shall cease and the articles of in-
corporation of the surviving cooperative shall be deemed to
be amended to the extent, if any, that changes therein are pro-
vided for in the articles of merger;

(b) All the rights, privileges, immunities and franchises
and all property, real and personal, including without limita-
tion applications for membership, all debts due on whatever
account and all other choses in action, of each of the con-
solidating or merging cooperatives shall be deemed to be
transferred to and vested in the new or surviving cooperative
without further act or deed;

(c) The new<or surviving cooperative shall be responsible
and liable for all the liabilities and obligations of each of the
consolidating or merging cooperatives and any claim existing
or action or proceeding pending by or against any of the con-
solidating or merging cooperatives may be prosecuted as if
the consolidation or merger had not taken place, but the
new or surviving cooperative ma be substituted in its place
and

(d) Neither the rights of creditors nor any liens upon the
property of any of such cooperatives shall be impaired by such
consolidation or merger.

479. Conversion of Existing Corporations. Any corpora-
tion organized under the laws of this State and supplying or
authorized to supply electric energy may be converted into a
cooperative by complying with the following requirements and
shall thereupon become subject to this subheading with the
same effect as if originally organized under this subheading:

(a) The proposition for the conversion of such corpora-
tion into a cooperative and proposed articles of conversion to
give effect thereto shall be submitted to a meeting of the mem-
bers or stockholders of such corporation, the notice of which