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PARRIS N. GLENDENING, Governor
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Ch. 135
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In subsection (e) of this section, the former reference to an affidavit stating that
the cooperative has "duly" complied with certain provisions of this section is deleted
as implicit in the word "complied".
Defined terms: "Cooperative" § 5-601
"Director" § 1-101
"Member" § 5-601
"Principal office" § 1-101
"Resident agent" § 1-101
"Successor" § 1-101
5-628. MERGER
(A) IN GENERAL.
A COOPERATIVE MAY MERGE INTO ANOTHER COOPERATIVE, OR HAVE ONE OR
MORE COOPERATIVES MERGED INTO IT, AS PROVIDED IN THIS SECTION.
(B) APPROVAL BY MEMBERS.
(1) A PROPOSED MERGER AND PROPOSED ARTICLES OF MERGER THAT
EFFECT THE MERGER SHALL BE SUBMITTED FOR CONSIDERATION AT AN ANNUAL
OR SPECIAL MEETING OF THE MEMBERS OF EACH MERGING COOPERATIVE AND OF
THE SUCCESSOR
(2) A COPY OF THE PROPOSED ARTICLES OF MERGER SHALL BE
ATTACHED TO THE NOTICE OF THE MEETING.
(3) THE PROPOSED MERGER, PROPOSED ARTICLES OF MERGER, AND
ANY AMENDMENTS TO THE PROPOSED ARTICLES OF MERGER SHALL BE APPROVED
BY THE AFFIRMATIVE VOTE OF NOT LESS THAN TWO-THIRDS OF THE MEMBERS OF
EACH MERGING COOPERATIVE AND OF THE SUCCESSOR VOTING ON THE MATTER
(C) EXECUTION OF ARTICLES OF MERGER
IF THE PROPOSED MERGER, PROPOSED ARTICLES OF MERGER AND ANY
AMENDMENTS TO THE PROPOSED ARTICLES OF MERGER ARE APPROVED BY THE
MEMBERS OF EACH MERGING COOPERATIVE AND OF THE SUCCESSOR AS PROVIDED
IN SUBSECTION (B) OF THIS SECTION:
(1) ARTICLES OF MERGER 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 MERGER
(1) THE ARTICLES OF MERGER SHALL CONTAIN:
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- 1425 -
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