3490

LAWS OF MARYLAND

Ch. 739

THEREOF, SHALL LIQUIDATE THE ASSETS OF THE COOPERATIVE AND
DISTRIBUTE THE ASSETS IN THE MANNER SET FORTH IN THIS SECTION.

(C)  A SUIT FOR INVOLUNTARY DISSOLUTION OF THE COOPERATIVE
ORGANIZED UNDER THIS SUBTITLE MAY BE INSTITUTED FOR THE CAUSES
AND PROSECUTED IN THE MANNER SET FORTH IN THE GENERAL CORPORATE
LAW OF MARYLAND. ASSETS SHALL BE DISTRIBUTED IN A MANNER SET
FORTH IN THIS SUBTITLE.

(D)  WHEN A COOPERATIVE IS DISSOLVED, ITS ASSETS SHALL BE
DISTRIBUTED IN THE FOLLOWING MANNER AND ORDER:

(1)  BY PAYING ITS DEBTS AND EXPENSES;

(2)  BY RETURNING TO THE MEMBERS THE PAR VALUE LESSOR
OF PAR VALUE OR BOOK VALUE OF THEIR SHARES, THEIR MEMBERSHIP
CAPITAL, OR ALLOCATED EQUITY;

(3)  BY RETURNING TO THE SUBSCRIBERS THE LESSOR OF PAR
VALUE OR BOOK VALUE OF AMOUNTS PAID ON THEIR SUBSCRIPTIONS;

(4)  BY RETURNING TO ELIGIBLE PATRONS THE LESSOR OF
PAR VALUE OR BOOK VALUE OF THE AMOUNT OF NET SAVINGS CREDITED TO
THEIR ACCOUNTS TOWARD THE PURCHASE OF SHARES OR MEMBERSHIP; AND

(5)  BY DISTRIBUTING ANY SURPLUS AS A GIFT TO ANOTHER
COOPERATIVE OR TO A NO TAX EXEMPT ENTERPRISE.

5-5A-25.

(A)  (1) A COOPERATIVE MAY DIVIDE ITSELF INTO 2 OR MORE
COOPERATIVES UNDER THIS SUBTITLE.

(2)  A WRITTEN PLAN OF DIVISION SHALL BE PREPARED BY
THE BOARD OR BY A COMMITTEE SELECTED BY THE BOARD FOR THAT
PURPOSE.

(3)  THE PLAN SHALL SET FORTH ALL THE TERMS OF THE
DIVISION AND ITS PROPOSED EFFECT ON ALL MEMBERS AND STOCK HOLDERS
OF THE COOPERATIVE.

(4)  THE PLAN SHALL CONTAIN THE ARTICLES OF
INCORPORATION OF EACH NEW COOPERATIVE BEING FORMED AND ANY
AMENDMENTS TO THE ARTICLES OF INCORPORATION OF THE REMAINING
COOPERATIVE.

(B)  THE MEMBERS AND STOCKHOLDERS ENTITLED TO VOTE SHALL
APPROVE THE PLAN IN THE MANNER PROVIDED FOR AMENDMENTS TO THE
ARTICLES OF INCORPORATION. THIS PROVISION IS RESERVED FOR THE
MEMBERS AND MAY NOT BE THE PREROGATIVE OF THE DELEGATES.

(C)  (1) ARTICLES OF DIVISION SHALL SET FORTH THE APPROVED
PLAN AND SHALL BE FILED AND RECORDED AS AN AMENDMENT TO THE
ARTICLES OF INCORPORATION.