§ 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:

      (i) The name of each merging cooperative and the address of its principal office;

      (ii) The name of the successor, the address of its principal office, and the name and address of its resident agent;

      (iii) A statement that each merging cooperative and the successor agree to the merger;

      (iv) The name and address of each director of the successor;

      (v) The terms and conditions of the merger and the manner of carrying it into effect, including the manner in which members of the merging cooperatives may or shall become members of the successor; and

      (vi) A statement that the articles are executed in accordance with this subtitle.

   (2) The articles of merger may contain any provision that:

      (i) Is consistent with this subtitle; and

      (ii) Is considered necessary or advisable for the conduct of the business of the successor.

(e) Affidavit of compliance. -- The chairman or vice-chairman who signs the articles of merger for each cooperative shall make and attach to the articles an affidavit stating that the cooperative has complied with the provisions of this section that relate to the articles.

HISTORY: 2002, ch. 135, § 3.