380

LAWS OF MARYLAND

Ch. 179

address of the principal office and the name and address
of the resident agent of the cooperative; (6) the names
and addresses of the directors of the cooperative; and
(7) the manner in which members or stockholders of such
corporation may or shall become members of the
cooperative; and may contain any provisions not
inconsistent with this [subheading] ACT deemed necessary
or advisable for the conduct of the business of the
cooperative. The president or vice—president executing
such articles of conversion shall make and annex thereto
an affidavit stating that the provisions of this section
were duly complied with in respect of such articles.
The articles of conversion shall be deemed to be the
articles of incorporation of the cooperative.

[399 1 21. Dissolution.

(a)   Cooperatives which have not commenced business.
—A cooperative which has not commenced business may be
dissolved by delivering to the [State Tax Commission]
DEPARTMENT OF ASSESSMENTS AND TAXATION articles of
dissolution which shall be executed and acknowledged on
behalf of the cooperative by a majority of the
incorporators and which shall state: (1) the name of the
cooperative; (2) the address of its principal office; (3)
that the cooperative has not commenced business; (4) that
any sums received by the cooperative, less any part
thereof disbursed for expenses of the cooperative, have
been returned or paid to those entitled thereto; (5) that
no debt of the cooperative is unpaid; and (6) that a
majority of the incorporators elect that the cooperative
be dissolved.

(b)    Cooperatives which have commenced business.
—A cooperative which has commenced business may be
dissolved in the following manner: The members at any
meeting shall approve, by the affirmative vote of not
less than two thirds of those members voting thereon at
such meeting, a proposal that the cooperative be
dissolved. Upon such approval, a certificate of
election to dissolve (hereinafter designated the
"certificate"), executed and acknowledged on behalf of
the cooperative by its president or vice-president under
its seal, attested by its secretary, and stating: (1)
the name of the cooperative; (2) the address of its
principal office; and (3) that the members of the
cooperative have duly voted that the cooperative be
dissolved, shall, together with an affidavit made by its
president or vice—president executing the certificate,
stating that the statements in the certificate are true,
be submitted to the [State Tax Commission] DEPARTMENT OF
ASSESSMENTS AND TAXATION for filing. Upon the filing of
the certificate and affidavit by the [State Tax
Commission] DEPARTMENT OF ASSESSMENTS AND TAXATION, the
cooperative shall cease to carry on its business except
to the extent necessary for the winding up thereof, but
its corporate existence shall continue until articles of
dissolution have been filed by the [State Tax Commission]