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PARRIS N. GLENDENING, Governor
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Ch. 135
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"Maryland corporation" § 1-101
"Member" § 5-601
"Principal office" § 1-101
"Resident agent" § 1-101
5-631. DISSOLUTION - COOPERATIVES THAT HAVE NOT BEGUN DOING BUSINESS.
(A) IN GENERAL.
A COOPERATIVE THAT HAS NOT BEGUN DOING BUSINESS MAY BE DISSOLVED
BY FILING ARTICLES OF DISSOLUTION FOR RECORD WITH THE DEPARTMENT.
(B) EXECUTION OF ARTICLES OF DISSOLUTION.
THE ARTICLES OF DISSOLUTION SHALL BE SIGNED AND ACKNOWLEDGED FOR
THE COOPERATIVE BY A MAJORITY OF THE INCORPORATORS OF THE COOPERATIVE.
(C) CONTENTS OF ARTICLES OF DISSOLUTION.
THE ARTICLES OF DISSOLUTION SHALL CONTAIN:
(1) THE NAME OF THE COOPERATIVE AND THE ADDRESS OF ITS
PRINCIPAL OFFICE; AND
(2) A STATEMENT THAT:
(I) THE COOPERATIVE HAS NOT BEGUN DOING BUSINESS;
(II) ANY MONEY RECEIVED BY THE COOPERATIVE, LESS ANY
DISBURSEMENTS FOR EXPENSES OF THE COOPERATIVE, HAS BEEN RETURNED OR
PAID TO THE PERSONS ENTITLED TO THE MONEY;
(III) ALL DEBTS OF THE COOPERATIVE HAVE BEEN PAID; AND
(IV) A MAJORITY OF THE INCORPORATORS OF THE COOPERATIVE
ELECT THAT THE COOPERATIVE BE DISSOLVED.
DRAFTER'S NOTE: This section is new language derived without substantive
change from former Ch. 179, § 21(a), Acts of 1976, as amended by Ch. 604, Acts of
2001.
In subsections (a) and (c)(2)(i) of this section, the references to "doing" business
are added for clarity and for consistency with language used elsewhere in this article.
In subsection (a) of this section, the reference to "filing" articles of dissolution
"for record with" the Department is substituted for the former reference to "delivering
to" the Department articles of dissolution for accuracy and consistency with similar
provisions of the Maryland General Corporation Law. See, e.g., §§ 3-107 and 3-407(a)
of this article.
In subsections (b) and (c)(2)(iv) of this section, the references to the
incorporators "of the cooperative" are added for clarity.
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