376

LAWS OF MARYLAND

Ch. 179

limitation, the nomination and election of directors. In
such case the bylaws shall prescribe the boundaries of
the districts, or the manner of establishing such
boundaries, and the manner of changing such boundaries,
and the manner in which such districts shall function.
No member at any district meeting shall vote by proxy or
by mail.

[392] 14. Officers.

The directors shall elect annually from their own
number a president and one or more vice—presidents.
They shall also elect a secretary and a treasurer, who
need not be directors or members and they may combine the
two latter offices and designate the combined office as
secretary-treasurer. The board of directors may also
elect or appoint such other officers, agents, or
employees as it deems necessary or advisable and shall
prescribe their powers and duties. Any officer may be
removed from office and his successor elected in the
manner prescribed in the bylaws.

[393] 15. Amendment of articles of incorporation.

A cooperative may amend its articles of
incorporation by complying with the following
requirements: The proposed amendment shall be presented
to a meeting of the members, the notice of which shall
set forth or have attached thereto the proposed
amendment. If the proposed amendment, with any changes,
is approved by the affirmative vote of not less than two
thirds of those members voting thereon at such meeting,
articles of amendment shall be executed and acknowledged
on behalf of the cooperative by its president or
vice—president and its seal shall be affixed thereto and
attested by its secretary. The articles of amendment
shall recite that they are executed pursuant to this
[subheading] ACT and shall state: (1) the name of the
cooperative; (2) the address of its principal office; and
(3) the amendment to its articles of incorporation. The
president or vice-president executing such articles of
amendment shall make and annex thereto an affidavit
stating that the provisions of this section in respect of
the amendment set forth in such articles were duly
complied with.

[394] 16. Change of location of principal office or name
or address of resident agent.

A cooperative may, upon authorization of its board
of directors or its members, change the location of its
principal office or make any change in the name or
address of its resident agent by filing a certificate
reciting such change, executed and acknowledged by its
president or vice-president under its seal attested by
its secretary, in the office of the [State Tax
Commission] DEPARTMENT OF ASSESSMENTS AND TAXATION.