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PARRIS N. GLENDENING, Governor
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Ch. 135
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Also in subsection (b) of this section, the reference to "an annual or special"
meeting is substituted for the former reference to "any" meeting for clarity and
consistency with § 5-616 of this subtitle.
Also in subsection (b) of this section, the former reference to members voting on
the matter "at such meeting" is deleted as surplusage.
In subsection (c)(1) of this section, the introductory language "[o]n approval of
the proposed dissolution by the members of the cooperative as provided in subsection
(b) of this section" is substituted for the former introductory language "[u]pon such
approval" for clarity.
In subsection (c)(1)(i) and (3) of this section, the references to "sign[ing]" the
certificate of election to dissolve are substituted for the former references to
"execut[ing]" the certificate of election to dissolve to clarify that "signing" the
certificate is only one of the formalities required for the "execution" of the certificate.
Similarly, in subsections (e)(2) and (g) of this section, the references to "sign[ing]"
articles of dissolution are substituted for the former references to "execut[ing]" the
articles. These substitutions are consistent with the Maryland General Corporation
Law, § 1-301 of this article.
In subsection (c)(1)(i) of this section, the former parenthetical phrase
"(hereinafter designated the 'certificate')" is deleted as unnecessary since the
meaning of the term "certificate" is clear from the context in which it is used in
subsection (c).
In subsection (c)(1)(ii) of this section, the requirement that "[t]he seal of the
cooperative ... be affixed to the certificate" is substituted for the former phrase "under
its seal" for clarity and consistency within this subtitle.
In subsection (c)(2)(ii) of this section, the requirement that the certificate state
that the members of the cooperative have "approved the dissolution in accordance
with subsection (b) of this section" is substituted for the former requirement that the
certificate state that the members of the cooperative have "duly voted that the
cooperative be dissolved" for clarity and consistency with language used in subsection
(b) of this section.
In subsection (c)(3) of this section, the requirement to make "and attach" a
certain affidavit to the certificate of election to dissolve is added for consistency
within this subtitle.
In subsection (c)(4) of this section, the requirement that the certificate and
affidavit be "filed for record with the Department" is substituted for the former
requirement that the certificate and affidavit be "submitted to the ... Department ...
for filing" 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 subsection (d)(1)(i) of this section, the introductory language "[o]n the
Department's acceptance for record of the certificate of election to dissolve and
affidavit" is substituted for the former introductory language "[u]pon the filing of the
certificate and affidavit by the ... Department" for accuracy and consistency with
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- 1437 -
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