reglab/statecodes huggingface dataset:
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 5A - Maryland Consumer Cooperative Act › Section 5-5A-24 - Consolidation, Merger, Transfer of Assets, Dissolution, or Division

(a)    (1)    Except as provided in paragraph (2) of this subsection, a cooperative may consolidate, merge, transfer assets, dissolve, or divide in the manner provided in Title 3 of this article.
(2)    (i)    In the case of a cooperative with more than 10,000 voting members, wherever Title 3 of this article requires the affirmative vote of the members or stockholders, the members and stockholders entitled to vote shall approve the consolidation, merger, transfer of assets, dissolution, or division in the manner provided for in § 5–5A–21(a)(3) of this subtitle for amendments to the articles of incorporation.
(ii)    This provision is reserved for the members and may not be the prerogative of the delegates.
(b)    (1)    A cooperative may, with proper notice, at any regular or special meeting of its members, be dissolved by a vote of two–thirds of the membership voting in person or by mail ballot. This right of dissolution is a right reserved for the membership and not the right of the delegates.
(2)    On affirmative vote to dissolve the cooperative, 3 members shall be elected as trustees by a majority vote of the members voting at that regular or special meeting.
(3)    The trustees, on behalf of the cooperative and within a time fixed in their designation or within any extension thereof, shall liquidate the assets of the cooperative and distribute the assets in the manner set forth in this section.
(c)    A suit for involuntary dissolution of the cooperative organized under this subtitle may be instituted for the causes and prosecuted in the manner set forth in the general corporate law of Maryland. Assets shall be distributed in a manner set forth in this subtitle.
(d)    When a cooperative is dissolved, its assets shall be distributed in the following manner and order:
(1)    By paying its debts and expenses;
(2)    By returning to the members the lesser of par value or book value of their shares, their membership capital, or allocated equity;
(3)    By returning to the subscribers the lesser of par value or book value of amounts paid on their subscriptions;
(4)    By returning to eligible patrons the lesser of par value or book value of the amount of net savings credited to their accounts toward the purchase of shares or membership; and
(5)    By distributing any surplus as a gift to another cooperative or to a nonprofit, tax–exempt enterprise.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 5A - Maryland Consumer Cooperative Act › Section 5-5A-25 - Division

(a)    (1)    A cooperative may divide itself into 2 or more cooperatives under this subtitle.
(2)    A written plan of division shall be prepared by the board or by a committee selected by the board for that purpose.
(3)    The plan shall set forth all the terms of the division and its proposed effect on all members and stockholders of the cooperative.
(4)    The plan shall contain the articles of incorporation of each new cooperative being formed and any amendments to the articles of incorporation of the remaining cooperative.
(b)    The members and stockholders entitled to vote shall approve the plan in the manner provided for amendments to the articles of incorporation. This provision is reserved for the members and may not be the prerogative of the delegates.
(c)    (1)    Articles of division shall set forth the approved plan and shall be filed and recorded as an amendment to the articles of incorporation.
(2)    Each part of the plan that contains the articles of incorporation of a new cooperative shall be filed separately and recorded as articles of incorporation for the new cooperative.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 5A - Maryland Consumer Cooperative Act › Section 5-5A-26 - Applicability of Subtitle

(a)    (1)    Any entity operating on a cooperative basis as of the effective date of this subtitle may elect to secure the benefits of and be bound by this subtitle.
(2)    If the entity elects to secure the benefits of this subtitle, it shall amend its articles and bylaws to conform with this subtitle.
(3)    Consumer cooperatives organized before July 1, 1985, shall be considered to be in compliance, except that any subsequent amendments to their articles of incorporation or bylaws shall conform to this subtitle.
(b)    All consumer cooperatives organized on or after July 1, 1985, shall conform to this subtitle.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 5A - Maryland Consumer Cooperative Act › Section 5-5A-27 - Organization of Economic Activity Under Subtitle Not Cause of Illegality in Itself

The fact that economic activity of a cooperative or of a cooperative’s subsidiaries or related entities is organized under this subtitle may not in itself cause the activity to be considered a conspiracy, a combination in restraint of trade, an illegal monopoly, or an attempt to lessen competition or fix prices arbitrarily.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 6 - Electric Cooperatives › Part I - Definitions; General Provisions › Section 5-601 - Definitions

(a)    In this subtitle the following words have the meanings indicated.
(b)    “Commission” means the Public Service Commission.
(c)    “Cooperative” means a corporation that:
(1)    Is organized under this subtitle; or
(2)    Becomes subject to this subtitle in the manner provided in this subtitle.
(d)    “Electric plant” means the material, equipment, and property owned by a cooperative and used or to be used for or in connection with electric service.
(e)    “Member” means a person or household that has been qualified and accepted for membership in a cooperative in accordance with its bylaws.
(f)    “Member–regulated cooperative” means a cooperative:
(1)    That provides retail electric service to its members on the Eastern Shore of Maryland; and
(2)    Whose board of directors has passed a binding resolution to operate as a member–regulated cooperative.
(g)    (1)    “Person” has the meaning stated in § 1–101 of this article.
(2)    “Person” includes:
(i)    The State;
(ii)    A county, municipal corporation, or other political subdivision of the State; and
(iii)    A unit of federal, State, or local government.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 6 - Electric Cooperatives › Part II - Formation and Powers › Section 5-608 - Articles of Incorporation

(a)    The articles of incorporation of a cooperative shall contain:
(1)    The name of the cooperative;
(2)    The address of the principal office of the cooperative;
(3)    The name and address of the resident agent of the cooperative;
(4)    The name and address of each incorporator;
(5)    The name and address of each director; and
(6)    A statement that the articles are executed in accordance with this subtitle.
(b)    The articles of incorporation of a cooperative may contain any provision that:
(1)    Is consistent with this subtitle; and
(2)    Is considered necessary or advisable for the conduct of the business of the cooperative.
(c)    The articles of incorporation need not state the purpose for which the cooperative is organized or any of its corporate powers.
(d)    The articles of incorporation shall be signed by each incorporator and acknowledged by at least two of the incorporators, or on their behalf, if they are cooperatives.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 6 - Electric Cooperatives › Part II - Formation and Powers › Section 5-609 - Amendment of Articles of Incorporation

(a)    A cooperative may amend its articles of incorporation as provided in this section.
(b)    (1)    A proposed amendment shall be submitted for consideration at an annual or special meeting of the members of the cooperative.
(2)    The proposed amendment shall be included in or attached to the notice of the meeting.
(3)    The proposed amendment and any change to the proposed amendment shall be approved by the affirmative vote of not less than two-thirds of the members voting on the matter.
(c)    If the proposed amendment and any change to the proposed amendment are approved by the members as provided in subsection (b) of this section:
(1)    Articles of amendment shall be signed and acknowledged for the cooperative by its chairman or vice-chairman and attested by its secretary; and
(2)    The seal of the cooperative shall be affixed to the articles.
(d)    The articles of amendment shall contain:
(1)    The name of the cooperative;
(2)    The address of the principal office of the cooperative;
(3)    The amendment to the articles of incorporation; and
(4)    A statement that the articles are executed in accordance with this subtitle.
(e)    The chairman or vice-chairman who signs the articles of amendment for the 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.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 6 - Electric Cooperatives › Part II - Formation and Powers › Section 5-610 - Name

(a)    (1)    Except as provided in paragraph (2) of this subsection, the name of a cooperative or foreign corporation doing business in the State under this subtitle shall include:
(i)    The words “Electric” and “Cooperative”; and
(ii)    The abbreviation “Inc.”.
(2)    A cooperative need not use any word specified under paragraph (1) of this subsection if:
(i)    The cooperative wishes to do business in another state and is or would be precluded from doing business in that state because of the inclusion of the word in its name; and
(ii)    An affidavit stating the cooperative’s reason for not using the word is:
1.    Made and filed with the Department by the cooperative’s chairman or vice–chairman; or
2.    Made by a person who signs articles of incorporation, consolidation, merger, or conversion for the cooperative and filed, together with the articles, with the Department.
(b)    The name of a cooperative shall be distinguishable on the records of the Department as provided under § 1–504 of this article.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 6 - Electric Cooperatives › Part II - Formation and Powers › Section 5-611 - Bylaws

(a)    The board of directors shall adopt the initial bylaws of a cooperative after an incorporation, conversion, merger, or consolidation.
(b)    After adoption of the initial bylaws, the members shall adopt, amend, or repeal the bylaws by the affirmative vote of a majority of the members voting on the matter at a meeting of the members.
(c)    The bylaws:
(1)    Shall state the rights and duties of members and directors; and
(2)    May contain other provisions for the regulation and management of the affairs of the cooperative that are consistent with this subtitle and the articles of incorporation.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 6 - Electric Cooperatives › Part II - Formation and Powers › Section 5-612 - Districts

(a)    The bylaws may provide for the division of the territory served or to be served by a cooperative into two or more districts for any purpose, including the nomination and election of directors.
(b)    If the bylaws provide for districts, the bylaws shall establish:
(1)    The boundaries of the districts or the manner of establishing the boundaries;
(2)    The manner of changing the boundaries; and
(3)    The manner in which the districts shall function.
(c)    A member may not vote by proxy or by mail at a district meeting.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 6 - Electric Cooperatives › Part III - Members › Section 5-615 - Members

(a)    (1)    Each incorporator of a cooperative shall be a member of the cooperative.
(2)    A person other than an incorporator may become a member of the cooperative if the person agrees to use electricity or other services supplied by the cooperative when the electricity or services are made available through the cooperative’s facilities.
(b)    The bylaws may provide additional qualifications for and limitations on membership.
(c)    The membership of a member of a cooperative who agrees to use electricity shall terminate if:
(1)    The member does not use electricity supplied by the cooperative within 6 months after it is made available to the member; or
(2)    The cooperative does not make electricity available to the member within 2 years after the person becomes a member or within any shorter period provided by the bylaws of the cooperative.
(d)    A husband and wife may hold a joint membership in a cooperative.
(e)    Unless the bylaws provide otherwise, membership in a cooperative is not transferable.
(f)    (1)    A member of a cooperative is not liable for the debts of the cooperative.
(2)    The property of a member of a cooperative is not subject to execution for the debts of the cooperative.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 6 - Electric Cooperatives › Part III - Members › Section 5-616 - Meetings of Members

(a)    (1)    An annual meeting of the members of a cooperative shall be held at the time and place provided in the bylaws.
(2)    An annual meeting may be held:
(i)    In person;
(ii)    Virtually; or
(iii)    With a combination of in–person and virtual attendance.
(b)    A special meeting of the members of a cooperative may be:
(1)    Called by:
(i)    The chairman;
(ii)    A majority of the board of directors; or
(iii)    Not less than 10% of the members; and
(2)    Held:
(i)    In person;
(ii)    Virtually; or
(iii)    With a combination of in–person and virtual attendance.
(c)    The members of the cooperative, by a majority vote, shall determine in the cooperative’s bylaws how meetings may be held.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 6 - Electric Cooperatives › Part III - Members › Section 5-617 - Meetings of Members -- Notice

(a)    (1)    Except as otherwise provided in this subtitle, notice of each meeting of the members shall be mailed or provided by electronic transmission to each member not less than 10 days or more than 90 days before the date of the meeting.
(2)    The notice shall state:
(i)    For a meeting that will be held in person or with a combination of in–person and virtual attendance, the time and place of the meeting;
(ii)    For a meeting that will be held virtually or with a combination of in–person and virtual attendance, the time of and instructions for attending the meeting; and
(iii)    For a special meeting, the purpose of the meeting.
(b)    (1)    A person entitled to notice of a meeting may waive notice in writing or by electronic transmission either before or after the meeting.
(2)    If a person entitled to notice of a meeting attends the meeting, the person’s presence shall constitute a waiver of notice of the meeting, unless the person participates in the meeting solely to object to the transaction of any business because the meeting has not been legally called or convened.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 6 - Electric Cooperatives › Part III - Members › Section 5-618 - Meetings of Members -- Quorum

(a)    Unless the bylaws require the presence of a greater percentage or number of the members for a quorum, a quorum for the transaction of business at all meetings of the members of a cooperative shall be:
(1)    For a cooperative that has not more than 1,000 members, 5% of all members attending the meeting; and
(2)    For a cooperative that has more than 1,000 members, 50 members attending the meeting.
(b)    If less than a quorum is present at any meeting, a majority of those in attendance may adjourn the meeting from time to time without further notice.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 6 - Electric Cooperatives › Part III - Members › Section 5-619 - Meetings of Members -- Voting

(a)    Each member of a cooperative is entitled to one vote on each matter submitted to a vote at a meeting of the members.
(b)    (1)    Voting may be:
(i)    In person;
(ii)    By proxy;
(iii)    By mail;
(iv)    By electronic transmission; or
(v)    By any other method provided in the bylaws.
(2)    Subject to subsection (c) of this section, if the bylaws provide for voting by a method other than in person, they also shall establish the conditions under which voting is allowed.
(c)    A person may not vote by proxy for more than three members at any meeting of the members.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 6 - Electric Cooperatives › Part IV - Directors and Officers › Section 5-622 - Board of Directors

(a)    (1)    The business of a cooperative shall be managed by a board of directors.
(2)    Each cooperative shall have at least five directors.
(b)    Each director shall be a member of the cooperative or of a member cooperative.
(c)    (1)    The bylaws shall establish:
(i)    The number of directors;
(ii)    The qualifications of directors other than the qualifications required under this subtitle;
(iii)    The manner of holding meetings of the board of directors; and
(iv)    The manner of electing successors to directors who resign, die, or are otherwise incapable of acting.
(2)    The bylaws may provide for the removal of directors from office and for the election of their successors.
(d)    If a husband and wife hold a joint membership in a cooperative, either one, but not both, may be elected a director.
(e)    A majority of the board of directors is a quorum.
(f)    (1)    A director may not receive a salary for serving as a director.
(2)    Except in emergencies, a director may not be employed by the cooperative in any capacity involving compensation without the approval of the members.
(3)    The bylaws may authorize a fixed fee and expenses to be paid to each director for attending a meeting of the board of directors.
(g)    The board of directors may exercise all of the powers of a cooperative not conferred on the members by this subtitle or the cooperative’s articles of incorporation or bylaws.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 6 - Electric Cooperatives › Part IV - Directors and Officers › Section 5-623 - Board of Directors -- Election and Tenure; Staggering Terms of Office; Filling Vacancies

(a)    The directors of a cooperative named in any articles of incorporation, consolidation, merger, or conversion shall hold office until the next annual meeting of the members and until their successors are elected and qualified.
(b)    Except as otherwise provided in this subtitle, at each annual meeting or, if the cooperative fails to hold an annual meeting as specified in the bylaws, at a special meeting called for that purpose, the members shall elect directors to hold office until the next annual meeting of the members.
(c)    Each director shall hold office for the term for which the director is elected and until a successor is elected and qualifies.
(d)    (1)    (i)    Instead of electing all the directors annually, the bylaws may require that the directors be divided into three classes.
(ii)    Each class shall be as nearly equal in number as possible.
(2)    (i)    If the bylaws require that the directors be divided into three classes, the terms of the directors shall be staggered in accordance with subparagraph (ii) of this paragraph.
(ii)    1.    The initial term of office of the directors of the first class shall expire at the next succeeding annual meeting.
2.    The initial term of the second class shall expire at the second succeeding annual meeting.
3.    The initial term of the third class shall expire at the third succeeding annual meeting.
(3)    At each annual meeting after the initial classification of the directors, a number of directors equal to the number of the class whose term expires at that meeting shall be elected to hold office for 3 years or until the third succeeding annual meeting.
(e)    If a vacancy occurs on the board of directors, the remaining directors shall elect a director to fill the vacancy for the remainder of the term for which the vacating director was elected.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 6 - Electric Cooperatives › Part IV - Directors and Officers › Section 5-624 - Officers

(a)    The directors shall elect annually from among the directors a chairman and one or more vice-chairmen.
(b)    (1)    The directors shall elect a secretary and a treasurer.
(2)    The secretary and treasurer need not be directors or members.
(3)    The directors may combine the offices of secretary and treasurer and designate the combined office as secretary-treasurer.
(c)    (1)    The board of directors may elect or appoint any other officers, agents, or employees it considers necessary or advisable.
(2)    The board shall establish the powers and duties of each officer, agent, or employee it elects or appoints.
(d)    An officer may be removed from office and a successor elected in the manner provided in the bylaws.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 6 - Electric Cooperatives › Part V - Consolidation, Merger, Conversion, and Dissolution › Section 5-627 - Consolidation

(a)    A cooperative may consolidate with one or more other cooperatives to form a new consolidated cooperative as provided in this section.
(b)    (1)    A proposed consolidation and proposed articles of consolidation that effect the consolidation shall be submitted for consideration at an annual or special meeting of the members of each consolidating cooperative.
(2)    A copy of the proposed articles of consolidation shall be attached to the notice of the meeting.
(3)    The proposed consolidation, proposed articles of consolidation, and any amendments to the proposed articles of consolidation shall be approved by the affirmative vote of not less than two-thirds of the members of each consolidating cooperative voting on the matter.
(c)    If the proposed consolidation, proposed articles of consolidation, and any amendments to the proposed articles of consolidation are approved by the members of each consolidating cooperative as provided in subsection (b) of this section:
(1)    Articles of consolidation 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)    (1)    The articles of consolidation shall contain:
(i)    The name of each consolidating 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 consolidating cooperative agrees to the consolidation;
(iv)    The name and address of each director of the successor;
(v)    The terms and conditions of the consolidation and the manner of carrying it into effect, including the manner in which members of the consolidating 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 consolidation 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)    The chairman or vice-chairman who signs the articles of consolidation for each consolidating 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.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 6 - Electric Cooperatives › Part V - Consolidation, Merger, Conversion, and Dissolution › Section 5-628 - Merger

(a)    A cooperative may merge into another cooperative, or have one or more cooperatives merged into it, as provided in this section.
(b)    (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)    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)    (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)    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.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 6 - Electric Cooperatives › Part V - Consolidation, Merger, Conversion, and Dissolution › Section 5-629 - Effect of Consolidation or Merger

(a)    Consummation of a consolidation or merger has the effects provided in this section.
(b)    The separate existence of each cooperative party to the articles of consolidation or merger, except the successor, ceases.
(c)    (1)    In a consolidation, the articles of consolidation shall be deemed to be the articles of incorporation of the successor.
(2)    In a merger, the articles of incorporation of the successor shall be deemed to be amended to the extent that changes to the articles of incorporation are provided for in the articles of merger.
(d)    The rights, privileges, immunities, and assets, including applications for membership, of each of the consolidating or merging cooperatives transfer to and vest in the successor without further act or deed.
(e)    (1)    The successor is liable for all the debts, obligations, and liabilities of each consolidating or merging cooperative.
(2)    An existing claim, action, or proceeding pending by or against a consolidating or merging cooperative may be prosecuted to judgment as if the consolidation or merger had not taken place, or, on motion of the successor or any party, the successor may be substituted as a party and a judgment against the consolidating or merging cooperative constitutes a lien on the property of the successor.
(f)    A consolidation or merger does not impair the rights of creditors or any lien on the property of a cooperative party to the articles of consolidation or merger.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 6 - Electric Cooperatives › Part V - Consolidation, Merger, Conversion, and Dissolution › Section 5-631 - Dissolution -- Cooperatives That Have Not Begun Doing Business

(a)    A cooperative that has not begun doing business may be dissolved by filing articles of dissolution for record with the Department.
(b)    The articles of dissolution shall be signed and acknowledged for the cooperative by a majority of the incorporators of the cooperative.
(c)    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.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 6 - Electric Cooperatives › Part VI - Member-Regulated Cooperatives › Section 5-636 - Adoption of Bylaws and Articles of Incorporation

(a)    Subject to subsection (b) of this section, within 180 days after providing a certification to the Commission under § 5–635(h) of this subtitle, the cooperative’s board of directors, by a supermajority vote, shall:
(1)    Adopt bylaws for the member–regulated cooperative; and
(2)    Amend the cooperative’s articles of incorporation to reflect the cooperative’s conversion to being a member–regulated cooperative.
(b)    The bylaws and amended articles of incorporation shall:
(1)    Authorize the member–regulated cooperative to provide broadband Internet service;
(2)    Establish a plan for making broadband Internet service available to members in a manner that maximizes deployment with available financial resources;
(3)    Include an allocation method in accordance with § 5–607(c) of this subtitle to ensure that electric customers do not subsidize the cost of broadband Internet service; and
(4)    Except as provided in § 5–637(a)(2) of this subtitle, be consistent with this subtitle.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 6 - Electric Cooperatives › Part VI - Member-Regulated Cooperatives › Section 5-637 - Application to Provision of Broadband Internet Service -- Applicable Statutory Provisions

(a)    (1)    Except as provided in paragraph (2) of this subsection, this subtitle applies to the provision of broadband Internet service by a member–regulated cooperative.
(2)    A member–regulated cooperative may not, for the sole purpose of providing broadband Internet service, exercise the power of condemnation under § 5–607(a)(16) of this subtitle.
(b)    A member–regulated cooperative is subject to the following provisions of the Public Utilities Article:
(1)    § 5–103;
(2)    § 5–201;
(3)    § 5–202;
(4)    § 5–303;
(5)    § 5–304;
(6)    § 7–103;
(7)    § 7–104;
(8)    § 7–203;
(9)    § 7–207;
(10)    § 7–302;
(11)    Title 7, Subtitle 5, Part I and Part II;
(12)    Title 7, Subtitle 7; and
(13)    § 13–101.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 6 - Electric Cooperatives › Part VI - Member-Regulated Cooperatives › Section 5-638 - Information Available to Members -- Requirements on Rate Changess

(a)    A member–regulated cooperative shall make available to its members:
(1)    Rate schedules, tariffs, and terms and conditions of service;
(2)    Financial and statistical information regarding:
(i)    Operating revenues;
(ii)    Revenues per rate class;
(iii)    Number of members per rate class; and
(iv)    Number of meters per rate class;
(3)    Data and information concerning load management, energy conservation, and other similar programs;
(4)    Information concerning ongoing consumer education programs; and
(5)    Information concerning the member–regulated cooperative’s performance, including income statements, balance sheets, and reliability data.
(b)    A member–regulated cooperative may not adopt a new rate or increase or decrease its rates or charges for the services it provides unless the member–regulated cooperative provides to its members:
(1)    Notice of the proposed rates;
(2)    The opportunity to comment on the proposed rates; and
(3)    The opportunity to observe the portion of the meeting in which the board of directors votes on the proposed rates.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 6 - Electric Cooperatives › Part VI - Member-Regulated Cooperatives › Section 5-639 - Net Metering Program -- Complaints

A member–regulated cooperative shall:
(1)    Implement a net metering program that is consistent with § 7–306 of the Public Utilities Article; and
(2)    Use the process established under § 5–640 of this subtitle to resolve complaints related to net metering.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 6 - Electric Cooperatives › Part VI - Member-Regulated Cooperatives › Section 5-640 - Procedures Governing Member Complaints -- Process

(a)    A member–regulated cooperative shall adopt procedures to hear, decide, and resolve, in a prompt and fair manner, complaints from its members, including complaints regarding net metering.
(b)    (1)    The procedures adopted under subsection (a) of this section shall provide for a formal and an informal complaint process.
(2)    A formal complaint proceeding shall include, at a minimum:
(i)    The right to present a complaint in writing;
(ii)    The right to have a complaint heard by the chief executive officer of the member–regulated cooperative, or the chief executive officer’s designee;
(iii)    The right to a written response that states the reasons for the member–regulated cooperative’s decision; and
(iv)    The right to have the complaint and response reviewed by the board of directors.
(c)    (1)    A member–regulated cooperative may not require a member to use the formal or informal complaint process.
(2)    If a member uses the formal or informal complaint process, the member may:
(i)    Accept the decision resulting from the process; or
(ii)    Reject the decision resulting from the process and pursue any other remedy authorized by law.
(d)    A decision made under a formal or informal complaint process is binding on the member–regulated cooperative.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 6 - Electric Cooperatives › Part VI - Member-Regulated Cooperatives › Section 5-641 - Policies on Termination of Service

(a)    A member–regulated cooperative shall establish policies regarding termination of service, including termination of service:
(1)    To low–income members;
(2)    To a member in cold weather; and
(3)    To a member in hot weather.
(b)    The board of directors may, as necessary, amend the policies regarding termination of service.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 6 - Electric Cooperatives › Part VI - Member-Regulated Cooperatives › Section 5-642 - Annual Report on Deployment of Broadband Internet Service -- Access to Facilities

(a)    On or before December 1 each year, a member–regulated cooperative shall report to the Senate Finance Committee and the House Economic Matters Committee, in accordance with § 2–1257 of the State Government Article, on the status of the deployment of broadband Internet service to the member–regulated cooperative’s members.
(b)    (1)    Except as provided under paragraph (2) of this subsection, a member–regulated cooperative may not prohibit a telecommunications or cable service provider from accessing a pole, duct, conduit, right–of–way, or similar facility owned or controlled, in whole or in part, by the member–regulated cooperative.
(2)    A member–regulated cooperative may deny access to a facility specified under paragraph (1) of this subsection:
(i)    On a nondiscriminatory basis; and
(ii)    If the member–regulated cooperative determines that:
1.    The facility does not have sufficient capacity to allow access; or
2.    Allowing access would create safety, reliability, or engineering concerns.
(c)    (1)    Subject to paragraph (2) of this subsection, a member–regulated cooperative shall charge a reasonable rate for access to a facility specified under subsection (b)(1) of this section.
(2)    A member–regulated cooperative may not charge a rate for access to a facility specified under subsection (b)(1) of this section that is more than the rates charged for access by a local exchange carrier, electric company, water company, or other utility operating in the member–regulated cooperative’s service area.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 6 - Electric Cooperatives › Part VI - Member-Regulated Cooperatives › Section 5-643 - Elections to Revert to Cooperative -- Jurisdiction by Commission

(a)    (1)    A member–regulated cooperative shall hold an election to revert to a cooperative on:
(i)    A majority vote of the board of directors; or
(ii)    Receipt by the board of directors of a petition signed by at least 1,000 members.
(2)    A member–regulated cooperative may hold an election to revert to a cooperative only once every 12 months.
(b)    (1)    A vote to revert to a cooperative shall be held in accordance with § 5–635 of this subtitle.
(2)    Within 5 days after an affirmative vote to revert to a cooperative, the member–regulated cooperative shall file a declaration with the Commission stating that it has reverted to a cooperative.
(c)    (1)    The Commission shall have jurisdiction over a member–regulated cooperative that has elected to revert to a cooperative on issuance of an order by the Commission.
(2)    The Commission shall issue the order under paragraph (1) of this subsection within 180 days after the filing of a declaration under subsection (b)(2) of this section.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 6 - Electric Cooperatives › Part VII - Miscellaneous Provisions › Section 5-647 - Change of Principal Office, Resident Agent, or Address of Resident Agent

(a)    On authorization of its board of directors or members, a cooperative may change its principal office, its resident agent, or the address of its resident agent by filing for record with the Department a certificate that states the change being made.
(b)    The certificate shall be signed and acknowledged by the chairman or vice–chairman of the cooperative and attested by its secretary, and the seal of the cooperative shall be affixed to the certificate.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 6 - Electric Cooperatives › Part VII - Miscellaneous Provisions › Section 5-648 - Filing of Articles and Other Corporate Documents

(a)    Articles of incorporation, amendment, consolidation, merger, conversion, or dissolution, and certificates of election to dissolve, executed and accompanied by any affidavits required under this subtitle, shall be filed for record with the Department.
(b)    On payment of the fees provided for in § 5–639 of this subtitle, the Department shall accept for record any articles or certificate filed with the Department under this section if the Department finds that the articles or certificate conform to the requirements of this subtitle.
(c)    The incorporation, amendment, consolidation, merger, conversion, or dissolution provided for in articles of incorporation, amendment, consolidation, merger, conversion, or dissolution is effective as of the time the Department accepts the articles for record.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 6 - Electric Cooperatives › Part VII - Miscellaneous Provisions › Section 5-649 - Fees; Exemption From Excise and Income Taxes

(a)    The Department shall collect fees for filing and recording corporate documents as provided in § 1–203 of this article.
(b)    On or before July 1 of each year, each cooperative and each foreign corporation doing business in the State under this subtitle shall pay a fee of $100 to the Department.
(c)    Except as provided in subsection (b) of this section, a cooperative or a foreign corporation doing business in the State under this subtitle is not subject to any excise or income tax.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 6 - Electric Cooperatives › Part VII - Miscellaneous Provisions › Section 5-650 - Revenues of Cooperative

(a)    Revenues of a cooperative for a fiscal year may be used:
(1)    To pay the expenses of operating and maintaining the facilities of the cooperative during the fiscal year;
(2)    To pay interest and principal obligations of the cooperative that are due in the fiscal year;
(3)    To the extent determined by the board of directors, to finance or provide a reserve for the financing of the construction or acquisition by the cooperative of additional facilities;
(4)    To provide a reasonable reserve for working capital;
(5)    To provide a reserve for the payment of the indebtedness of the cooperative in an amount not less than the total interest and principal payments that are due during the next fiscal year;
(6)    To provide for education about cooperatives; and
(7)    To provide for the dissemination of information about the effective use of electricity and services made available by the cooperative.
(b)    (1)    Unless otherwise determined by a vote of the members of the cooperative, for each fiscal year, the revenues of a cooperative in excess of the amount necessary to provide for the items described in subsection (a) of this section shall be allocated by the cooperative, in the form of patronage credits, to:
(i)    Its members; and
(ii)    Other persons to whom the cooperative supplies electricity or provides other services.
(2)    For each fiscal year, the patronage credits shall be allocated to a member or other person in proportion to the patronage of the member or other person during the fiscal year.
(c)    This section does not prohibit the payment by a cooperative of all or part of its indebtedness before it becomes due.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 6 - Electric Cooperatives › Part VII - Miscellaneous Provisions › Section 5-651 - Disqualification From Taking Acknowledgments Prohibited

A person who is authorized to take acknowledgments under the laws of the State may not be disqualified from taking acknowledgments of instruments executed in favor of a cooperative or to which a cooperative is a party because the person is an officer, director, or member of the cooperative.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 6 - Electric Cooperatives › Part VII - Miscellaneous Provisions › Section 5-652 - Disposition of Property

(a)    (1)    Without authorization by the members and on the conditions the board of directors determines, the board of directors of a cooperative may authorize the execution and delivery of a mortgage or deed of trust of, or the pledging or encumbering of, any or all of the assets of the cooperative, whether acquired or to be acquired, and wherever located, and the revenues and income from the assets, to secure any indebtedness of the cooperative to:
(i)    The United States or an agency or instrumentality of the United States; or
(ii)    1.    A national financing institution that is organized on a cooperative plan for the purpose of financing its members’ programs, projects, and undertakings, and in which the cooperative holds membership; or
2.    Any other financing institution.
(2)    A loan described in paragraph (1) of this subsection is not subject to § 4–106(b) of the Real Property Article.
(b)    (1)    A cooperative may not sell, lease, or otherwise dispose of all or a substantial portion of its assets unless:
(i)    The sale, lease, or disposition is authorized at a meeting of the members by the affirmative vote of not less than a majority of all the members of the cooperative; and
(ii)    The notice of the meeting contained notice of the proposed sale, lease, or disposition.
(2)    Notwithstanding any other provision of law, on the authorization of a majority of the members of the cooperative present at a meeting of the members, the board of directors may sell, lease, or otherwise dispose of all or a substantial portion of its assets to:
(i)    Another cooperative or a foreign corporation doing business in the State under this subtitle; or
(ii)    The holder of any note, bond, or other evidence of indebtedness of the cooperative issued to the United States or an agency or instrumentality of the United States.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 6 - Electric Cooperatives › Part VII - Miscellaneous Provisions › Section 5-653 - Liens on Real and Personal Property

A mortgage, deed of trust, security agreement, or other security instrument affecting real or personal property, or both, executed by a cooperative or foreign corporation doing business in the State under this subtitle is governed by the Real Property Article or by Title 9 of the Maryland Uniform Commercial Code, or both, as applicable.