MD. Corporations and Associations Code Ann. §  5-635 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 5 - Special Types of Corporations|Subtitle 6 - Electric Cooperatives|Part VI - Member-Regulated Cooperatives|Section 5-635 - Voting for a Member-Regulated Cooperative -- Requirements -- Board Meetings

    (a)    (1)    To operate as a member–regulated cooperative, a cooperative shall:            (i)    Submit a request for a waiver from the application of affiliate regulations in accordance with COMAR 20.40.01.04; or            (ii)    Conduct a  vote of the cooperative’s members in accordance with this section.        (2)    The Commission shall expedite the review of a waiver requested under paragraph (1)(i) of this subsection.    (b)    A vote under this section:        (1)    May be called by a cooperative’s board of directors; or        (2)    Shall be called within 100 days after receipt by the board of directors of a petition signed by at least 1,000 cooperative members.    (c)    (1)    A cooperative’s board of directors shall hold a meeting with the cooperative’s members on whether to operate as a member–regulated cooperative.        (2)    (i)    The cooperative’s board of directors shall provide notice of the meeting to the members of the cooperative.            (ii)    The notice shall:                1.    Include:                A.    The purpose of the meeting, including information on member–regulated cooperatives;                B.    Directions for voting on whether to operate as a member–regulated cooperative;                C.    A form or written ballot for the vote;                D.    The time, date, and place of the meeting; and                E.    The time, date, and place of the forums required under subsection (d) of this section; and                2.    Be provided in writing to the cooperative’s members and the Commission by mail or by hand delivery at least 40 days but not more than 90 days before the date of the meeting.    (d)    (1)    A cooperative’s board of directors shall hold at least two open forums to allow the cooperative’s members to discuss or make inquiries concerning operating as a member–regulated cooperative.        (2)    Forums shall be held:            (i)    On separate dates at different locations within the cooperative’s service territory;            (ii)    At times that are convenient for the cooperative’s members to attend; and            (iii)    At least 10 days after delivery of the notice required under subsection (c)(2) of this section but not later than 20 days before the date of the meeting required under subsection (c)(1) of this section.        (3)    A cooperative’s members shall have:            (i)    The opportunity at each forum to make inquiries about operating as a member–regulated cooperative; and            (ii)    A reasonable, equal opportunity to present the members’ views concerning operating as a member–regulated cooperative, including presenting views in opposition to operating as a member–regulated cooperative.    (e)    (1)    If a cooperative’s board of directors mails information to its members regarding operating as a member–regulated cooperative that is in addition to the information provided in the notice, the cooperative’s board of directors shall include in the mailing any materials provided in opposition to operating as a member–regulated cooperative if the materials are accompanied by a petition signed by at least 100 of the cooperative’s members.        (2)    A cooperative shall pay for mailing the materials in an amount equal to the cost of mailing the cooperative’s notice under subsection (c) of this section.        (3)    If the cost of mailing the materials is greater than the cost of mailing the cooperative’s notice, the difference shall be paid:            (i)    Pro rata by the cooperative’s members submitting materials in opposition; and            (ii)    By an advance deposit in an amount estimated to cover the excess costs.    (f)    (1)    A cooperative’s board of directors shall select an independent auditor to control and supervise the procedures for voting.        (2)    Each of a cooperative’s members is entitled to one vote on whether to operate as a member–regulated cooperative, regardless of the method used to cast a vote.        (3)    A cooperative’s member may vote at the meeting under subsection (a) of this section by:            (i)    Written ballot;            (ii)    Use of a voting machine; or            (iii)    If authorized by the cooperative’s charter or bylaws, by electronic ballot.        (4)    If a cooperative uses written ballots under paragraph (3) of this subsection, the written ballots shall be:            (i)    Included with the notice required under subsection (c) of this section; and            (ii)    Cast and counted if received by the cooperative’s board of directors before the end of the meeting under subsection (a) of this section.        (5)    (i)    Any procedures adopted for the use and transmission of electronic ballots shall ensure that each electronic ballot was sent by a cooperative member who is entitled to vote.            (ii)    An electronic ballot shall be cast and counted if submitted electronically before the end of the meeting under subsection (a) of this section.    (g)    To operate as a member–regulated cooperative shall require the affirmative vote of a majority of the cooperative’s members voting at a meeting at which at least 15% of the members vote.    (h)    The independent auditor selected by the cooperative’s board of directors under subsection (f) of this section shall certify to the Commission, in writing, the results of a vote under this section within 5 business days after the date of the vote.