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Ch. 135
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2002 LAWS OF MARYLAND
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IF THE PROPOSED AMENDMENT AND ANY CHANGE TO THE PROPOSED
AMENDMENT ARE APPROVED BY THE MEMBERS AS PROVIDED IN SUBSECTION (B) OF
THIS SECTION:
(1) ARTICLES OF AMENDMENT SHALL BE SIGNED AND ACKNOWLEDGED
FOR THE COOPERATIVE BY ITS CHAIRMAN OR VICE-CHAIRMAN AND ATTESTED BY
ITS SECRETARY; AND
(2) THE SEAL OF THE COOPERATIVE SHALL BE AFFIXED TO THE
ARTICLES.
(D) CONTENTS OF ARTICLES OF AMENDMENT.
THE ARTICLES OF AMENDMENT SHALL CONTAIN:
(1) THE NAME OF THE COOPERATIVE;
(2) THE ADDRESS OF THE PRINCIPAL OFFICE OF THE COOPERATIVE;
(3) THE AMENDMENT TO THE ARTICLES OF INCORPORATION; AND
(4) A STATEMENT THAT THE ARTICLES ARE EXECUTED IN ACCORDANCE
WITH THIS SUBTITLE.
(E) AFFIDAVIT OF COMPLIANCE.
THE CHAIRMAN OR VICE-CHAIRMAN WHO SIGNS THE ARTICLES OF
AMENDMENT FOR THE COOPERATIVE SHALL MAKE AND ATTACH TO THE ARTICLES
AN AFFIDAVIT STATING THAT THE COOPERATIVE HAS COMPLIED WITH THE
PROVISIONS OF THIS SECTION THAT RELATE TO THE ARTICLES.
DRAFTER'S NOTE: This section is new language derived without substantive
change from former Ch. 179, § 15, Acts of 1976, as amended by Ch. 604, Acts of 2001.
In subsection (a) of this section, the phrase "as provided in this section" is
substituted for the former phrase "by complying with the following requirements" to
conform to language used elsewhere in this article.
In subsection (b)(1) of this section, the requirement to submit a proposed
amendment to the articles of incorporation "for consideration at an annual or special
meeting" of the members is substituted for the former requirement to submit the
proposed amendment "to a meeting" of the members for clarity and consistency with
similar provisions of the Maryland General Corporation Law. See, e.g., §§ 3-105(b)(2)
and 3-403(b)(2) of this article.
Subsection (b)(3) of this section is revised to state expressly that which was only
implied in the former law, i.e., that the proposed amendment must be approved by the
affirmative vote of at least two-thirds of the members voting on the matter.
Also in subsection (b)(3) of this section, the former reference to members voting
on the matter "at such meeting" is deleted as unnecessary in light of subsection (b)(1)
of this section, which requires the submission of the proposed amendment "for
consideration at an annual or special meeting of the members of the cooperative".
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- 1412 -
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