3484                                          LAWS OF MARYLAND                                      Ch. 739

(1)  COOPERATIVES ORGANIZED UNDER THIS SUBTITLE,
SUBTITLE 5, AGRICULTURAL COOPERATIVES, OR SUBTITLE 5B, HOUSING
COOPERATIVES;

(2)  ENTITIES ORGANIZED UNDER ANY OTHER LAW OF THIS
STATE THAT ARE OPERATED ON A COOPERATIVE BASIS; OR

(3)  FOREIGN CORPORATIONS OPERATING ON A COOPERATIVE
BASIS AND AUTHORIZED TO DO BUSINESS IN THIS STATE.

5-5A-11.

(A)  WITHIN 30 DAYS AFTER INCORPORATION AS A COOPERATIVE OR
WITHIN 30 DAYS AFTER THE FILING OF ARTICLES OF AMENDMENT AND
RESTATEMENT OF A CORPORATION CONVERTING TO A COOPERATIVE, THE
COOPERATIVE SHALL ADOPT BYLAWS NOT INCONSISTENT WITH THIS
SUBTITLE FOR THE REGULATION AND MANAGEMENT OF ITS AFFAIRS.

(B)  (1) THE INITIAL BYLAWS OF A COOPERATIVE MAY BE ADOPTED
BY THE TEMPORARY BOARD OF DIRECTORS.

(2) (I) THEREAFTER, BYLAWS MAY BE ADOPTED AND AMENDED
ONLY BY THE MEMBERS, UNLESS THE MEMBERS ADOPT A BYLAW WHICH
PERMITS THE BOARD OF DIRECTORS OR DELEGATES OF THE MEMBERSHIP TO
ADOPT AND AMEND SPECIFIC BYLAWS.

(II) ANY BYLAW ADOPTED OR AMENDED BY THE BOARD
OF DIRECTORS OR BY DELEGATES SHALL BE REPORTED AT THE NEXT
REGULAR MEMBERSHIP MEETING.

5-5A-12.

(A)  THE BUSINESS AND AFFAIRS OF A COOPERATIVE SHALL BE
MANAGED UNDER THE DIRECTION OF A BOARD OF DIRECTORS. EVERY
COOPERATIVE SHALL HAVE AT LEAST 5 DIRECTORS.

(B)  EXCEPT IN THE CASE OF FOREIGN COOPERATIVES, AT LEAST 2
OF THE DIRECTORS SHALL BE RESIDENTS OF THIS STATE.

(C)  EACH DIRECTOR SHALL BE A MEMBER OF THE COOPERATIVE OR
OF A MEMBER COOPERATIVE.

5-5A-13.

(A) UNTIL THE FIRST ANNUAL MEETING OF MEMBERS AND UNTIL
SUCCESSORS ARE ELECTED AND QUALIFIED, THE BOARD OF DIRECTORS
SHALL CONSIST OF:

(1)  INDIVIDUALS NAMED AS DIRECTORS IN THE ARTICLES;
OR

(2)  IF NO DIRECTORS ARE NAMED, THE INCORPORATORS.

(B) (1) THE DIRECTORS SHALL BE ELECTED BY THE MEMBERS OR BY
DELEGATES OF THE MEMBERS.