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Ch. 135
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2002 LAWS OF MARYLAND
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In subsection (c)(1) and the introductory language of subsection (d) of this
section, the references to a "proposed conversion" are substituted for the former
references to a "proposition for the conversion of such corporation into a cooperative"
for brevity.
In subsection (c)(1) of this section, the requirement to submit a proposed
conversion and proposed articles of conversion "for consideration at an annual or
special meeting" of the members or stockholders is substituted for the former
requirement to submit a proposed conversion and articles "to a meeting" of the
members or stockholders 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 (c)(3) of this section is revised to state expressly that which was only
implied in the former law, i.e., that the proposed conversion, proposed articles of
conversion, and any amendments to the proposed articles of conversion must be
approved by the affirmative vote of not less than two-thirds of the members or
stockholders of the converting corporation voting on the matter.
In subsection (c)(3)(i) of this section, the introductory language "[i]f the
converting corporation is a nonstock corporation" is added for clarity.
Also in subsection (c)(3)(i) of this section, the former reference to members
voting on the matter "at such meeting" is deleted as unnecessary in light of subsection
(c)(1) of this section, which requires the submission of the proposed conversion and
proposed articles of conversion "for consideration at an annual or special meeting of
the members ... of the corporation".
In subsection (c)(3)(ii) of this section, the reference to "the converting"
corporation is substituted for the former reference to "such" corporation for clarity.
In subsections (d)(1) and (f) of this section, the references to "sign[ing]" articles
of conversion are substituted for the former references to "execut[ing]" articles of
conversion 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 (e)(1)(ii) of this section, the former reference to "statutes" is
deleted in light of the reference to "statute" and Art. 1, § 8, which provides that the
singular generally includes the plural.
In subsection (e)(1)(iv) of this section, the reference to "[t]he name of the
corporation after its conversion to a cooperative" is substituted for the former
reference to "its name as a cooperative" for clarity.
In subsection (f) of this section, the former reference to an affidavit stating that
certain provisions of this section have been "duly" complied with is deleted as implicit
in the word "complied".
Defined terms: "Cooperative" § 5-601
"Director" § 1-101
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- 1432 -
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