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Ch. 135
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2002 LAWS OF MARYLAND
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Also 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, and since each requirement for
effecting a consolidation is separately stated in this section.
Also in subsection (a) of this section, the former parenthetical phrase "(each of
which is hereinafter designated a 'consolidating cooperative')" is deleted as
unnecessary since the meaning of the term "consolidating cooperative" is clear from
the context in which it is used.
Also in subsection (a) of this section, the former parenthetical phrase
"(hereinafter designated the 'new cooperative')" is deleted since the term "new
cooperative" is not used in this section.
In subsection (b)(1) of this section, the reference to a "proposed consolidation" is
substituted for the former reference to a "proposition for the consolidation of the
consolidating cooperatives into the new cooperative" for brevity.
Also in subsection (b)(1) of this section, the requirement to submit a proposed
consolidation and proposed articles of consolidation "for consideration at an annual or
special meeting" of the members is substituted for the former requirement to submit
a proposed consolidation and articles "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 consolidation, proposed articles of
consolidation, and any amendments to the proposed articles of consolidation must be
approved by the affirmative vote of at least two-thirds of the members of each
consolidating cooperative voting on the matter.
In subsection (b)(3) of this section, the former reference to members voting on
the matter "at each such meeting" is deleted as unnecessary in light of subsection (b)
(1) of this section, which requires the submission of the proposed consolidation and
proposed articles of consolidation "for consideration at an annual or special meeting of
the members of each consolidating cooperative".
In subsections (c)(1) and (e) of this section, the references to "sign[ing]" articles
of consolidation are substituted for the former references to "execut[ing]" articles of
consolidation to clarify that "signing" the articles is only one of the formalities
required for the "execution" of the articles. These substitutions are consistent with
the Maryland General Corporation Law, § 1-301 of this article.
In subsection (c)(1) of this section, the reference to the chairman "or"
vice-chairman signing articles of consolidation is substituted for the former reference
to the chairman "and" vice-chairman signing articles of consolidation for consistency
with subsection (e) of this section.
In subsection (d)(1)(ii), (iv), and (v) and (2)(ii) of this section, the defined term
"successor" is substituted for the former references to the "new cooperative" for
consistency with the terminology used throughout this article.
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- 1424 -
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