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Ch. 135
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2002 LAWS OF MARYLAND
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ON CONVERSION OF A CORPORATION TO A COOPERATIVE, THE CORPORATION IS
SUBJECT TO THIS SUBTITLE AS IF IT HAD BEEN ORGANIZED UNDER THIS SUBTITLE.
(C) APPROVAL BY MEMBERS OR STOCKHOLDERS.
(1) A PROPOSED CONVERSION AND PROPOSED ARTICLES OF
CONVERSION THAT EFFECT THE CONVERSION SHALL BE SUBMITTED FOR
CONSIDERATION AT AN ANNUAL OR SPECIAL MEETING OF THE MEMBERS OR
STOCKHOLDERS OF THE CORPORATION.
(2) A COPY OF THE PROPOSED ARTICLES OF CONVERSION SHALL BE
ATTACHED TO THE NOTICE OF THE MEETING.
(3) THE PROPOSED CONVERSION, PROPOSED ARTICLES OF
CONVERSION, AND ANY AMENDMENTS TO THE PROPOSED ARTICLES OF
CONVERSION SHALL BE APPROVED:
(I) IF THE CONVERTING CORPORATION IS A NONSTOCK
CORPORATION, BY THE AFFIRMATIVE VOTE OF NOT LESS THAN TWO-THIRDS OF THE
MEMBERS OF THE CORPORATION VOTING ON THE MATTER; OR
(II) IF THE CONVERTING CORPORATION IS A STOCK CORPORATION,
BY THE AFFIRMATIVE VOTE OF THE HOLDERS OF NOT LESS THAN TWO-THIRDS OF
THE SHARES OF THE CAPITAL STOCK OF THE CORPORATION REPRESENTED AT THE
MEETING AND VOTING ON THE MATTER.
(D) EXECUTION OF ARTICLES OF CONVERSION.
IF THE PROPOSED CONVERSION, PROPOSED ARTICLES OF CONVERSION, AND
ANY AMENDMENTS TO THE PROPOSED ARTICLES OF CONVERSION ARE APPROVED BY
THE MEMBERS OR STOCKHOLDERS OF THE CORPORATION AS PROVIDED IN
SUBSECTION (C) OF THIS SECTION:
(1) ARTICLES OF CONVERSION IN THE FORM APPROVED SHALL BE
SIGNED AND ACKNOWLEDGED FOR THE CORPORATION BY ITS CHAIRMAN OR
VICE-CHAIRMAN AND ATTESTED BY ITS SECRETARY; AND
(2) THE SEAL OF THE CORPORATION SHALL BE AFFIXED TO THE
ARTICLES.
(E) CONTENTS OF ARTICLES OF CONVERSION.
(1) THE ARTICLES OF CONVERSION SHALL CONTAIN:
(I) THE NAME OF THE CORPORATION AND THE ADDRESS OF ITS
PRINCIPAL OFFICE BEFORE ITS CONVERSION TO A COOPERATIVE;
(II) THE STATUTE UNDER WHICH THE CORPORATION WAS
ORGANIZED;
(III) A STATEMENT THAT THE CORPORATION ELECTS TO BECOME A
COOPERATIVE, NONPROFIT, MEMBERSHIP CORPORATION SUBJECT TO THIS
SUBTITLE;
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- 1430 -
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