378

LAWS OF MARYLAND

Ch. 179

cooperative and proposed articles of merger to give
effect thereto shall be submitted to a meeting of the
members of each merging cooperative and of the surviving
cooperative, the notice of which shall have attached
thereto a copy of the proposed articles of merger;

(b) Articles of merger. —If the proposed merger
and the proposed articles of merger, with any amendments,
are approved by the affirmative vote of not less than two
thirds of those members of each cooperative voting
thereon at each such meeting, 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 articles of merger shall
recite that they are executed pursuant to this
[subheading] ACT and shall state: (1) the name of each
merging cooperative and the address of its principal
office; (2) the name of the surviving cooperative, the
address of its principal office, and the name and address
of its resident agent; (3) a statement that each merging
cooperative and the surviving cooperative agree to the
merger; (4) the names and addresses of the directors of
the surviving cooperative; and (5) the terms and
conditions of the merger and the mode of carrying the
same into effect, including the manner in which the
members of the merging cooperatives may or shall become
members of the surviving cooperative; and may contain any
provisions not inconsistent with this [subheading] 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 merger 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.

[397] 19. Effect of consolidation or merger.

(a)   Articles of consolidation deemed articles of
incorporation of new cooperative. —In the case of a
consolidation the existence of the consolidating
cooperatives shall cease and the articles of
consolidation shall be deemed to be the articles of
incorporation of the new cooperative; and in the case of
a merger the separate existence of the cooperatives shall
cease and the articles of incorporation of the surviving
cooperative shall be deemed to be amended to the extent,
if any, that changes therein are provided for in the
articles of merger;

(b)    Transfer of rights, etc. —All the rights,
privileges, immunities and franchises and all property,
real and personal, including without limitation
applications for membership, all debts due on whatever
account and all other choses in action, of each of the
consolidating or merging cooperatives shall be deemed to
be transferred to and vested in the new of surviving