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PARRIS N. GLENDENING, Governor
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Ch. 135
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(1) ARTICLES OF CONSOLIDATION IN THE FORM APPROVED SHALL BE
SIGNED AND ACKNOWLEDGED FOR EACH COOPERATIVE BY ITS CHAIRMAN OR
VICE-CHAIRMAN AND ATTESTED BY ITS SECRETARY; AND
(2) THE SEAL OF EACH COOPERATIVE SHALL BE AFFIXED TO THE
ARTICLES.
(D) CONTENTS OF ARTICLES OF CONSOLIDATION.
(1) THE ARTICLES OF CONSOLIDATION SHALL CONTAIN:
(I) THE NAME OF EACH CONSOLIDATING COOPERATIVE AND THE
ADDRESS OF ITS PRINCIPAL OFFICE;
(II) THE NAME OF THE SUCCESSOR, THE ADDRESS OF ITS
PRINCIPAL OFFICE, AND THE NAME AND ADDRESS OF ITS RESIDENT AGENT;
(III) A STATEMENT THAT EACH CONSOLIDATING COOPERATIVE
AGREES TO THE CONSOLIDATION;
(IV) THE NAME AND ADDRESS OF EACH DIRECTOR OF THE
SUCCESSOR;
(V) THE TERMS AND CONDITIONS OF THE CONSOLIDATION AND
THE MANNER OF CARRYING IT INTO EFFECT, INCLUDING THE MANNER IN WHICH
MEMBERS OF THE CONSOLIDATING COOPERATIVES MAY OR SHALL BECOME
MEMBERS OF THE SUCCESSOR; AND
(VI) A STATEMENT THAT THE ARTICLES ARE EXECUTED IN
ACCORDANCE WITH THIS SUBTITLE.
(2) THE ARTICLES OF CONSOLIDATION MAY CONTAIN ANY PROVISION
THAT:
(I) IS CONSISTENT WITH THIS SUBTITLE; AND
(II) IS CONSIDERED NECESSARY OR ADVISABLE FOR THE CONDUCT
OF THE BUSINESS OF THE SUCCESSOR
(E) AFFIDAVIT OF COMPLIANCE.
THE CHAIRMAN OR VICE-CHAIRMAN WHO SIGNS THE ARTICLES OF
CONSOLIDATION FOR EACH CONSOLIDATING 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, § 17, Acts of 1976, as amended by Ch. 604, Acts of 2001.
In subsection (a) of this section, the reference to forming a new "consolidated"
cooperative is added for clarity and consistency with the Maryland General
Corporation Law, § 3-102(a)(1) of this article.
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- 1423 -
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