MD. Corporations and Associations Code Ann. §  5-630 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 5 - Special Types of Corporations|Subtitle 6 - Electric Cooperatives|Part V - Consolidation, Merger, Conversion, and Dissolution|Section 5-630 - Conversion of Corporation to Cooperative

    (a)    A Maryland corporation that supplies or is authorized to supply electricity may convert to a cooperative as provided in this section.    (b)    On conversion of a corporation to a cooperative, the corporation is subject to this subtitle as if it had been organized under this subtitle.    (c)    (1)    A proposed conversion and proposed articles of conversion that effect the conversion shall be submitted for consideration at an annual or special meeting of the members or stockholders of the corporation.        (2)    A copy of the proposed articles of conversion shall be attached to the notice of the meeting.        (3)    The proposed conversion, proposed articles of conversion, and any amendments to the proposed articles of conversion shall be approved:            (i)    If the converting corporation is a nonstock corporation, by the affirmative vote of not less than two-thirds of the members of the corporation voting on the matter; or            (ii)    If the converting corporation is a stock corporation, by the affirmative vote of the holders of not less than two-thirds of the shares of the capital stock of the corporation represented at the meeting and voting on the matter.    (d)    If the proposed conversion, proposed articles of conversion, and any amendments to the proposed articles of conversion are approved by the members or stockholders of the corporation as provided in subsection (c) of this section:        (1)    Articles of conversion in the form approved shall be signed and acknowledged for the corporation by its chairman or vice-chairman and attested by its secretary; and        (2)    The seal of the corporation shall be affixed to the articles.    (e)    (1)    The articles of conversion shall contain:            (i)    The name of the corporation and the address of its principal office before its conversion to a cooperative;            (ii)    The statute under which the corporation was organized;            (iii)    A statement that the corporation elects to become a cooperative, nonprofit, membership corporation subject to this subtitle;            (iv)    The name of the corporation after its conversion to a cooperative;            (v)    The address of the principal office of the cooperative and the name and address of its resident agent;            (vi)    The name and address of each director of the cooperative;            (vii)    The manner in which members or stockholders of the corporation may or shall become members of the cooperative; and            (viii)    A statement that the articles are executed in accordance with this subtitle.        (2)    The articles of conversion 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 cooperative.    (f)    The chairman or vice-chairman who signs the articles of conversion for the corporation shall make and attach to the articles an affidavit stating that the provisions of this section that relate to the articles have been complied with.    (g)    The articles of conversion shall be deemed to be the articles of incorporation of the cooperative.