reglab/statecodes huggingface dataset:
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 3 - Religious Corporations › Part VI - Protestant Episcopal Church, Diocese of Easton › Section 5-337 - Scope of Part; Applicability of Part I

(a)    This part applies to every religious corporation formed in this State by a parish or separate congregation that is in union with or intending to apply for union with the convention of the Protestant Episcopal Church in the Diocese of Easton, as created by Chapter 23, Acts of 1870.
(b)    (1)    Except as provided in paragraph (2) of this subsection or otherwise in this part:
(i)    Part I of this subtitle applies to and regulates the corporate and temporal affairs of every religious corporation described in subsection (a) of this section, including those incorporated under Chapter 24, Acts of 1798, or by special act of the General Assembly; and
(ii)    To the extent not prohibited by the Constitution of the United States or of this State, the charter of each of them is deemed to be amended to conform to this subtitle until the charter otherwise is amended by the parish or separate congregation as provided in Part I of this subtitle.
(2)    As to any parish or separate congregation that was incorporated before the effective date of the Maryland Constitution of 1851 and, therefore, has an irrepealable charter, unless that parish or separate congregation accepts, uses, enjoys, or in any way avails itself of any right, privilege, or advantage granted or conferred by any statute enacted after November 3, 1891:
(i)    Part I of this subtitle does not apply to the parish or separate congregation; and
(ii)    The parish or separate congregation continues to be governed by the statute under which it was incorporated.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 3 - Religious Corporations › Part VI - Protestant Episcopal Church, Diocese of Easton › Section 5-338 - Regulation of Affairs

(a)    (1)    Each religious corporation subject to this part shall adopt bylaws to govern its corporate and temporal affairs.
(2)    Bylaws may be adopted by a majority of the qualified voters voting at a regular or special congregational meeting called for that purpose.
(b)    Each religious corporation subject to this part is subject at all times to the constitution and canons of the convention of the Protestant Episcopal Church in the Diocese of Easton and of the Protestant Episcopal Church in the United States of America.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 4 - Private Foundations › Section 5-402 - Prohibited Acts

A private foundation may not:
(1)    Engage in any act of “self-dealing”, as defined in § 4941(d) of the Internal Revenue Code, which would cause any tax liability under § 4941(a) of the Internal Revenue Code;
(2)    Retain any “excess business holdings”, as defined in § 4943(c) of the Internal Revenue Code, which would cause any tax liability under § 4943 (a) of the Internal Revenue Code;
(3)    Make any investment which would jeopardize the carrying out of any of its exempt purposes under § 4944 of the Internal Revenue Code and cause any tax liability under § 4944(a) of the Internal Revenue Code; or
(4)    Make any “taxable expenditures”, as defined in § 4945(d) of the Internal Revenue Code, which would cause any tax liability under § 4945(a) of the Internal Revenue Code.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 4 - Private Foundations › Section 5-404 - Effect of Judicial Determination

The provisions of §§ 5-402 and 5-403 of this subtitle do not apply to any private foundation to the extent that a court of competent jurisdiction, under a judicial proceeding begun by the private foundation before January 1, 1972, determines that:
(1)    The application of these sections is contrary to the terms of the charter or other instrument governing the private foundation or the administration of charitable funds held by it; and
(2)    The charter or other governing instrument may not properly be changed to conform to these sections.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 5 - Agricultural Cooperatives › Section 5-501 - Definitions

(a)    In this subtitle the following words have the meanings indicated.
(b)    “Agricultural cooperative” means a corporation organized or converted under this subtitle, which operates for the mutual benefit of its members and conforms to the following requirements:
(1)    A member of the cooperative is not allowed more than one vote, regardless of the amount of stock or membership capital he may own;
(2)    The cooperative does not pay dividends on stock or membership capital in excess of 12 percent per annum;
(3)    The cooperative does not deal in products of nonmembers in an amount greater in value than that in which it deals for members; and
(4)    After payment of every necessary expense and authorized deduction, the proceeds from the business of the cooperative are distributed to the members in proportion to the volume of business transacted by them with the cooperative.
(c)    “Member” means a person who:
(1)    Owns stock in a cooperative having capital stock; or
(2)    Holds a certificate of membership in a cooperative not having capital stock.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 5 - Agricultural Cooperatives › Section 5-502 - Purposes of Incorporation

A cooperative may be incorporated for any combination of the following purposes:
(1)    Collectively to produce, process, prepare for market, handle, store, and market the products of persons engaged in the production of agricultural or fishery products;
(2)    To act as a selling or buying agent for its members; and
(3)    To purchase or otherwise acquire goods or services for its members.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 5 - Agricultural Cooperatives › Section 5-503 - Who May Incorporate; Capital Stock

(a)    A cooperative may be organized by:
(1)    Five or more adult individuals acting as incorporators, at least two of whom are residents of the State and each of whom is engaged in:
(i)    The production of agricultural products as a farmer, planter, rancher, dairyman, bee keeper, or nut or fruit grower; or
(ii)    The catching, taking, harvesting, cultivating, farming, propagating, processing, marketing, or distributing of fishery products, including fish, shellfish, crustacea, seaweed, and other aquatic forms of animal and vegetable life or their products or by-products; or
(2)    Two or more cooperatives acting as incorporators.
(b)    The cooperative may be organized with or without capital stock for any of the purposes enumerated in this subtitle.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 5 - Agricultural Cooperatives › Section 5-505 - Articles of Incorporation -- Execution; Contents

(a)    The incorporators of a cooperative shall sign, acknowledge, and file with the Department, articles of incorporation. The articles of incorporation shall include:
(1)    The name of the cooperative;
(2)    The name, address, and state of residence of each incorporator;
(3)    A statement of the purposes of the cooperative;
(4)    The municipal area of its principal office in the State; and
(5)    The name and address of its resident agent in the State.
(b)    (1)    If the cooperative is organized with capital stock, the articles of incorporation shall state:
(i)    The number of shares of stock;
(ii)    The par value of each share of stock; and
(iii)    The aggregate par value of all shares of stock.
(2)    A cooperative may not issue stock without par value.
(c)    If the cooperative is organized without capital stock, the articles of incorporation shall state whether the property rights of its members are equal or unequal and, if unequal, the rule by which the property rights of members, including members admitted after the original organization, are to be determined.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 5 - Agricultural Cooperatives › Section 5-506 - Articles of Incorporation -- Amendment

The charter of a cooperative may be amended as provided in Title 2 of this article, except that:
(1)    An amendment which alters the contract or property rights of any outstanding stock or of any member is not valid unless approved in person or by mail by the affirmative vote of:
(i)    Two thirds of all the members; or
(ii)    Two thirds of each class of members whose rights would be altered;
(2)    Notwithstanding any other provision of this article, the requirement of item (1) of this section for a two-thirds vote may not be lowered by the charter of the cooperative; and
(3)    Any objecting member whose contract or property rights are substantially adversely affected by the amendment, on compliance with the provisions of Title 3, Subtitle 2 of this article, has the same rights with respect to his contract and property rights as an objecting stockholder has with respect to his stock.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 5 - Agricultural Cooperatives › Section 5-507 - Corporation May Be Converted Into Cooperative

(a)    Any Maryland corporation organized under the Maryland General Corporation Law which does or intends to do business on a cooperative basis may convert itself into a cooperative by amending and restating its charter in accordance with Title 2, Subtitle 6 of this article.
(b)    The articles of amendment and restatement shall:
(1)    State that the corporation elects to become a cooperative under this subtitle;
(2)    Make every change in the charter necessary to become a cooperative; and
(3)    Contain a complete restatement of the charter as amended.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 5 - Agricultural Cooperatives › Section 5-508 - Stock

(a)    A cooperative may:
(1)    Limit the sale of its common stock or membership to persons designated or described in the bylaws;
(2)    Provide that a stockholder or member who ceases to belong to the class of persons designated or described in the bylaws loses his right to vote;
(3)    Limit the number of shares of stock which a person may hold; and
(4)    Reserve to the board of directors:
(i)    The option to purchase for the cooperative the stock offered by any stockholder; and
(ii)    The right to redeem the stock of any stockholder.
(b)    If a cooperative exercises an option to purchase or a right to redeem, it shall pay for the stock the greater of its book value or its par value.
(c)    A restriction on the ownership, transfer, or voting of stock authorized by this section is not valid unless the restriction is:
(1)    Set forth in the charter; and
(2)    Printed on any stock subscription document and the stock certificate.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 5 - Agricultural Cooperatives › Section 5-509 - Payment by Subscriber Before Certificate of Stock or Membership Issued

A stock certificate may not be issued to any subscriber until the stock is full paid. In a cooperative organized without capital stock, a certificate of membership may not be issued to any person until the membership fee is paid in full.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 5 - Agricultural Cooperatives › Section 5-510 - Use of Term "Cooperative" in Corporate Name

(a)    Except for an electric or transportation cooperative, a person may not use the term “cooperative” as part of his corporate or business name unless he has complied with the provisions of this subtitle.
(b)    A foreign corporation organized under and complying with the cooperative law of the place where it was organized may use the term “cooperative” in this State if it:
(1)    Complies with the laws of this State applicable to foreign corporations; and
(2)    Does business as a cooperative.
(c)    Every cooperative shall use the term “cooperative” as part of or affixed to its corporate name.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 5 - Agricultural Cooperatives › Section 5-511 - Bylaws

(a)    Within 30 days after the Department accepts for record the articles of incorporation of a cooperative or the articles of amendment and restatement of a corporation converting into a cooperative, the cooperative shall adopt bylaws not inconsistent with law or its charter for the regulation and management of its affairs.
(b)    The bylaws of a cooperative may be adopted, altered, amended, or repealed only by the affirmative vote of two thirds of the members voting in person or by mail.
(c)    The original or a certified copy of the bylaws and all amendments shall be kept at the principal office of the cooperative.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 5 - Agricultural Cooperatives › Section 5-512 - Management of Cooperative; Number and Qualifications of Directors

(a)    The business and affairs of a cooperative shall be managed under the direction of a board of directors.
(b)    Every cooperative shall have at least five directors, at least two of whom are residents of the State and each of whom is a member of the cooperative or of a member cooperative.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 5 - Agricultural Cooperatives › Section 5-513 - Original Directors; Election and Term of Successors

(a)    Until the first annual meeting of members and until successors are elected and qualify, the board of directors consists of:
(1)    The individuals named as directors in the charter; or
(2)    If no directors are named, the incorporators.
(b)    (1)    The directors shall be elected by the members.
(2)    Unless the bylaws provide otherwise, the directors shall be elected at the first annual meeting of members and at each subsequent annual meeting and shall hold office until the next annual meeting and until their successors are elected and qualify.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 5 - Agricultural Cooperatives › Section 5-514 - Election of Directors by Districts

(a)    Subject to the provisions of this section, the bylaws may provide for:
(1)    The division into districts of the territory in which the cooperative has members; and
(2)    The election of directors according to these districts by the members residing in them.
(b)    If there is a provision for election by districts, the bylaws shall specify:
(1)    The number of directors to be elected from each district; and
(2)    The manner and method of apportioning or reapportioning the directors and of districting or redistricting the territory.
(c)    If there is a provision for election by districts, the bylaws shall require that:
(1)    Primary elections be held in each district;
(2)    The number of candidates in each district be greater than the number of directors to be elected in the district; and
(3)    The result of the primary elections in each district be ratified at the next regular meeting of the cooperative by majority vote of the members voting in person or by mail.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 5 - Agricultural Cooperatives › Section 5-515 - Vacancies on Board of Directors

(a)    If a vacancy on the board of directors occurs other than by expiration of term, the remaining members of the board shall fill the vacancy by majority vote.
(b)    If the bylaws provide for an election of directors by districts, a replacement director shall represent the district for which the vacancy has occurred.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 5 - Agricultural Cooperatives › Section 5-516 - Compensation and Contracts of Officers and Directors

(a)    A cooperative may provide a fair remuneration for the time its officers and directors spend in its service.
(b)    During his term of office, a director may not be a party to a contract for profit with the cooperative if the contract differs in any way from the business relations with the cooperative accorded its other members.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 5 - Agricultural Cooperatives › Section 5-517 - Required and Permitted Officers

(a)    Each cooperative shall have the following officers:
(1)    A president;
(2)    A vice president;
(3)    A secretary; and
(4)    A treasurer.
(b)    In addition to the required officers, a cooperative may have any other officer provided for in the bylaws.
(c)    The president and vice president shall be elected from among the directors.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 5 - Agricultural Cooperatives › Section 5-518 - Removal of Director and Officer

(a)    (1)    Any member of a cooperative may bring charges of misconduct or incompetency against a director by filing with the secretary of the cooperative a written petition signed by 10 percent of the members or 25 members, whichever is less, specifying the charges and requesting removal of the director.
(2)    The question of removal shall be voted on at the next regular or special meeting of the cooperative.
(3)    Before the meeting is held, the director against whom charges are brought shall be informed in writing of the charges, and both the director and the member bringing the charges shall have an opportunity at the meeting to be heard in person or by counsel and to present witnesses.
(4)    The removal of a director shall be by the affirmative vote of a majority of the members voting in person or by mail.
(b)    (1)    If the board of directors in its judgment finds that the best interests of the cooperative will be served, it may remove any officer of the cooperative.
(2)    The removal of an officer does not prejudice any of his contract rights.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 5 - Agricultural Cooperatives › Section 5-519 - Meetings

(a)    (1)    Every cooperative shall hold an annual meeting of its members to elect directors and to transact any other business within its powers.
(2)    The meeting shall be held:
(i)    At the time provided in the bylaws; or
(ii)    If the bylaws specify a period not exceeding 31 days during which the meeting may be held, at a time within that period set by the board of directors.
(b)    The bylaws may provide for additional regular meetings.
(c)    (1)    The board of directors may call a special meeting at any time.
(2)    Ten percent of the members may demand a special meeting at any time by filing a petition which states the specific business to be brought before the meeting, and the board of directors then shall call the meeting.
(d)    Notice of each meeting shall be mailed to each member at least ten days before the meeting and, if a special meeting is called, the notice shall state the purpose of the meeting.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 5 - Agricultural Cooperatives › Section 5-521 - Voting

(a)    A member of a cooperative organized without capital stock and a holder of stock, whether common or preferred, is entitled to only one vote.
(b)    Voting by proxy is prohibited in any cooperative. Voting by mail is not voting by proxy.
(c)    At any meeting of members, a signed written vote received by mail from any absent member may be read at the meeting and is equivalent to a vote of the member if:
(1)    The member was notified in writing of the exact motion or resolution on which the vote is taken; and
(2)    A copy of the motion or resolution is attached to the vote mailed by him.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 5 - Agricultural Cooperatives › Section 5-522 - Contracts With Members

(a)    If otherwise lawful, a member may contract with his cooperative to sell his products to or through or buy goods from or through the cooperative or its facilities.
(b)    The contract may be made self-renewing for periods up to five years, subject to notice to be given by either party at least 60 days before the contract expires if he desires not to renew.
(c)    The contract may provide for liquidated damages to be paid by the member for breach of contract.
(d)    In the event of a breach or threatened breach of the contract by a member, the cooperative may obtain an injunction to prevent the breach and a decree for specific performance of the contract.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 5 - Agricultural Cooperatives › Section 5-524 - Transactions With Other Cooperatives

(a)    The board of directors of a cooperative by resolution may authorize the cooperative to enter into agreements for conducting its business with any other Maryland or foreign cooperative, association, or corporation formed on a cooperative basis.
(b)    These cooperatives, associations, and corporations may agree to unite in using or may separately use the same methods, means, and agencies for conducting their respective business.
(c)    These cooperatives, associations, and corporations may use common marketing agencies and their members may make any necessary agreements to effect these purposes.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 5 - Agricultural Cooperatives › Section 5-525 - Patronage Distributions

(a)    At the time and in the manner which its bylaws provide, each cooperative shall apportion and distribute its net proceeds or savings to the persons entitled to receive them on the basis of their patronage.
(b)    The bylaws may provide:
(1)    That the apportionment and distribution of the net proceeds or savings may be restricted to members or be made at the same or different rates for members and nonmember patrons;
(2)    For any reasonable apportionment and charging of net losses;
(3)    That any distribution to a nonmember eligible for membership may be credited to him until the amount credited equals the value of a membership certificate or a share of the common stock of the cooperatives; and
(4)    The minimum amount of any single patronage transaction which will be considered for the purpose of participation in an allocation or distribution of net proceeds, savings, or losses under this section.
(c)    An apportionment and distribution of net proceeds or savings may be in cash, credits, capital stock, certificates of interest, certificates of equity, revolving fund certificates, letters of advice, or other securities or certificates issued by the cooperative or by any affiliated Maryland or foreign cooperative.
(d)    Apportionment and distribution of net proceeds, savings, or losses may be separately determined and based on:
(1)    The patronage of single or multiple pools or particular departments of the cooperative;
(2)    The patronage as to particular commodities, supplies, or services; or
(3)    The classification of patronage according to its type.
(e)    For purposes of this section, net proceeds, savings, or losses shall be computed in accordance with generally accepted accounting principles applicable to cooperatives, after deducting from gross proceeds or savings all costs and expenses of operation and any dividends paid on capital stock and interest paid on certificates or other evidence of equity in any fund, capital investment, or other assets of the cooperative.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 5 - Agricultural Cooperatives › Section 5-526 - Operating on Nonprofit Basis

(a)    (1)    A cooperative may operate as an agent to sell the products of its members or nonmember patrons on a nonprofit basis by contracting to pay the members or nonmember patrons the resale price for products sold by them to or through the cooperative, less a uniform charge to cover the expenses involved in the handling of these products.
(2)    The resale price shall be:
(i)    The actual resale price; or
(ii)    A price based on the average price during any period for products of the same type and quality.
(3)    The uniform charge for expenses shall be:
(i)    Specified in the contract;
(ii)    Made otherwise ascertainable; or
(iii)    Left for determination by the directors.
(b)    A cooperative desiring to purchase goods or obtain or perform services under this subtitle may operate on a nonprofit basis in a manner similar to that described in this section.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 5 - Agricultural Cooperatives › Section 5-527 - Consolidation, Merger, Share Exchange, Transfer of Assets, or Dissolution

(a)    A cooperative may consolidate, merge, participate in a share exchange, transfer assets, or dissolve in the manner provided in Title 3 of this article for stock corporations in general.
(b)    For purposes of this section, an objecting member has the same rights with respect to his contract and property rights as an objecting stockholder has with respect to his stock under Title 3, Subtitle 2 of this article.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 5 - Agricultural Cooperatives › Section 5-528 - Payment When Another Business Is Purchased

(a)    If a cooperative purchases the business of another person, it may pay for the purchase in whole or in part by issuing to the seller certificates of indebtedness or shares of its capital stock in an amount which at par value would equal the fair market value of the business purchased.
(b)    A transfer to the cooperative of the business at this valuation is equivalent to payment in cash for the stock issued.
(c)    The directors of the purchasing cooperative may hold the stock in trust for the seller and dispose of it in a manner mutually satisfactory to the parties in interest. The directors also may pay the proceeds from the stock to the seller as they are received.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 5 - Agricultural Cooperatives › Section 5-529 - Audit of Financial Statement of Cooperative Handling Raw Agricultural Products

(a)    If raw agricultural products are delivered by members to a cooperative association under marketing contracts which entitle the members to net proceeds from the sale of the products in their raw or processed state and subject the members to assessments in the event of an operating loss, the financial statements for associations engaged in handling raw agricultural products shall be audited by the association’s independent certified public accountant. The audit shall be made in accordance with generally accepted auditing standards. Copies of the financial statements together with the independent certified public accountant’s report on the examination of the association’s financial statements shall be furnished to each member or stockholder of the association and the Maryland Secretary of Agriculture on an annual basis. An independent certified public accountant and legal counsel shall be appointed by the association’s board of directors. The certified public accountant shall explain the report orally to the board of directors and shall also certify to the Secretary of Agriculture that the audit has been made in accordance with generally accepted auditing standards.
(b)    The requirements of this section shall be met also by all foreign cooperative associations engaged in handling raw agricultural products that have one or more Maryland residents as members or stockholders.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 5 - Agricultural Cooperatives › Section 5-530 - Cooperative and Marketing Agreements Not in Restraint of Trade

(a)    A cooperative is not a combination in restraint of trade, an illegal monopoly, or an attempt to lessen competition or fix prices arbitrarily.
(b)    A marketing agreement authorized by this subtitle is not illegal or in restraint of trade.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 5 - Agricultural Cooperatives › Section 5-531 - Application of Maryland General Corporation Law

The Maryland General Corporation Law applies to every cooperative except to the extent that the Maryland General Corporation Law:
(1)    Expressly exempts cooperatives; or
(2)    Is contrary to or inconsistent with the provisions of this subtitle.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 5 - Agricultural Cooperatives › Section 5-532 - Penalties

(a)    (1)    Any person who violates the provisions of § 5-510 (a) or (b) of this subtitle which restrict the use of the term “cooperative” is guilty of a misdemeanor and on conviction is subject to a fine not exceeding $500 or imprisonment not exceeding six months or both.
(2)    Any corporation which violates the provisions of § 5-510 (a) or (b) of this subtitle shall have its right to do business in the State revoked in a proceeding brought in the circuit court of the county where its office is located.
(b)    Any cooperative which violates any provision of this subtitle or of the Maryland General Corporation Law applicable to cooperatives shall have its right to do business in this State revoked in a proceeding brought in the circuit court of the county where its office is located.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 5A - Maryland Consumer Cooperative Act › Section 5-5A-02 - Definitions

(a)    In this subtitle the following words have the meanings indicated.
(b)    (1)    “Consumer cooperative” or “cooperative” means a corporation converted or organized under this subtitle, which operates or intends to operate on a cooperative basis for the mutual benefit of its members, subscribers, and patrons and conforms to this subtitle.
(2)    “Consumer cooperative” does not include credit unions.
(c)    “Cooperative basis” as applied to any entity or corporation referred to in this subtitle means:
(1)    Except as otherwise provided in the case of a federated cooperative in § 5–5A–20 of this subtitle, that each member has only 1 vote and that proxy voting is prohibited;
(2)    That the annual return on stock or membership capital does not exceed the allowable amount specified in the articles of incorporation or bylaws of the cooperative;
(3)    That the net savings of the entity must be distributed in accordance with § 5–5A–22 of this subtitle;
(4)    That membership in the entity must be available on a voluntary basis and be open to all persons who can make use of its services and are willing to accept the responsibilities of membership; and
(5)    That the entity is engaged in providing goods or services for the primary and mutual benefit of the membership.
(d)    “Delegate” means a representative of the members elected either from the membership at large or from specific geographic districts or groups of members as defined in the bylaws.
(e)    “Federated cooperative” means a cooperative which is primarily owned and controlled by, and provides goods or services to entities operating on a cooperative basis.
(f)    “Foreign cooperative” means an entity operating on a cooperative basis which is organized or incorporated under the laws of a state other than Maryland.
(g)    “Member” means a person or household who has been qualified and accepted for membership in a cooperative according to its bylaws.
(h)    “Membership capital” means a member’s capital contribution to the cooperative to secure the benefits of membership in the cooperative.
(i)    “Net savings” means a cooperative’s total income minus the cost of operation, including reserves.
(j)    “Person” means a natural person or any incorporated or unincorporated entity.
(k)    “Savings return” means any payment or allocation made by the cooperative out of net savings which is computed on the basis of the patron’s business with the cooperative and refunded in accordance with § 5–5A–22 of this subtitle.
(l)    “Subscriber” means any person or entity eligible for membership and legally obligated to purchase a share or shares of, or membership in, the cooperative in accordance with its bylaws.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 5A - Maryland Consumer Cooperative Act › Section 5-5A-03 - Incorporation of Consumer or Federated Cooperative; Permissible Business Activity

A consumer cooperative or a federated cooperative may be incorporated under this subtitle and engage in any lawful business to acquire, produce, manufacture, furnish, or distribute any goods or services on a cooperative basis for the mutual benefit of its members and patrons or the members and patrons of any member cooperative, or both.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 5A - Maryland Consumer Cooperative Act › Section 5-5A-05 - Formation of Cooperative; Evidence of Membership Interest

(a)    A cooperative may be formed as a stock corporation or as a nonstock corporation.
(b)    Membership interests may be evidenced by certificates of stock, certificates of membership, or notification of credit to a member’s capital or ownership account.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 5A - Maryland Consumer Cooperative Act › Section 5-5A-07 - Contents of Articles of Incorporation or Bylaws

(a)    Within the limitations of this subtitle, the articles of incorporation or bylaws of a consumer cooperative shall contain:
(1)    The name of the cooperative, which shall include the word “cooperative” or the abbreviation “co–op”;
(2)    The name, address, and state of residence of each incorporator;
(3)    A statement of the purposes of the cooperative;
(4)    The address of its principal office in the State; and
(5)    The name and address of its resident agent in the State.
(b)    (1)    If the cooperative is organized with capital stock, the articles of incorporation shall state:
(i)    The number of authorized shares of stock;
(ii)    The par value of each share of stock; and
(iii)    The aggregate par value of all authorized shares of stock.
(2)    A cooperative may not issue stock without par value.
(c)    If the cooperative is organized without capital stock, the articles of incorporation shall state whether the property rights of its members are equal or unequal, and, if unequal, the rule by which the property rights of members, including members admitted after the original organization, are to be determined.
(d)    The articles shall state the method by which any surplus existing upon dissolution of the cooperative may be distributed as a gift to another cooperative or to a nonprofit, tax–exempt enterprise.
(e)    The articles may also contain any other provisions not inconsistent with the law of this State or with this subtitle for the conduct of the cooperative’s affairs.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 5A - Maryland Consumer Cooperative Act › Section 5-5A-08 - Limitation on Stock Ownership; Member's Withdrawal or Disposal of Interest; Classes of Ownership; Stock Conversion; Termination of Nonstock Voting Membership

(a)    A cooperative may limit in its articles of incorporation the number of shares of stock that a person may hold.
(b)    If a member desires to withdraw from a consumer cooperative or dispose of any or all of the member’s interest in the cooperative, the directors of the cooperative have the option to purchase that interest by paying the par value or book value, whichever is less, of any or all of the interest offered.
(c)    If the cooperative fails, within 60 days of the original offer, to purchase all or any part of the interest offered, the member may sell the unpurchased interest to a purchaser who is eligible for membership in the cooperative.
(d)    A consumer cooperative may provide in its articles of incorporation for a class of nonvoting capital stock or a class of nonstock voting membership.
(e)    A consumer cooperative organized with voting stock may amend its articles of incorporation to provide for conversion of its voting stock at par value, to nonstock voting memberships. When that conversion occurs, voting stock shall convert to nonvoting capital stock of par value or, at the holder’s election, to a nonstock voting membership.
(f)    A nonstock voting membership shall be continuing unless terminated by:
(1)    A written request from the member; or
(2)    The member’s failure to comply with the articles of incorporation or bylaws of the cooperative after receiving notice as required in the bylaws.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 5A - Maryland Consumer Cooperative Act › Section 5-5A-09 - Conversion of Corporation Into Consumer Cooperative; Adoption of Name

If a corporation chartered under the general corporation law of this State converts into a consumer cooperative and conducts itself according to the principles outlined in this subtitle, the board of directors of the corporation may by a majority vote adopt a name that includes the word “cooperative” or any variation or abbreviation thereof.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 5A - Maryland Consumer Cooperative Act › Section 5-5A-10 - Use of Word "Cooperative" in Conducting Business

The following cooperatives are entitled to use the word “cooperative”, or any abbreviation or derivation thereof, as part of their business names, or to represent themselves in their advertising or otherwise as conducting business on a cooperative basis:
(1)    Cooperatives organized under this subtitle or Subtitle 5, Agricultural Cooperatives;
(2)    Entities organized under any other law of this State that are operated on a cooperative basis;
(3)    Foreign corporations operating on a cooperative basis and authorized to do business in this State; or
(4)    Housing cooperatives.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 5A - Maryland Consumer Cooperative Act › Section 5-5A-11 - Bylaws

(a)    Within 30 days after incorporation as a cooperative or within 30 days after the filing of articles of amendment and restatement of a corporation converting to a cooperative, the cooperative shall adopt bylaws not inconsistent with this subtitle for the regulation and management of its affairs.
(b)    (1)    The initial bylaws of a cooperative may be adopted by the temporary board of directors.
(2)    (i)    Thereafter, bylaws may be adopted and amended only by the members, unless the members adopt a bylaw which permits the board of directors or delegates of the membership to adopt and amend specific bylaws.
(ii)    Any bylaw adopted or amended by the board of directors or by delegates shall be reported at the next regular membership meeting.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 5A - Maryland Consumer Cooperative Act › Section 5-5A-12 - Management of Cooperative; Number and Qualifications of Directors

(a)    The business and affairs of a cooperative shall be managed under the direction of a board of directors. Every cooperative shall have at least 5 directors.
(b)    Except in the case of foreign cooperatives, at least 2 of the directors shall be residents of this State.
(c)    Each director shall be a member of the cooperative or of a member cooperative.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 5A - Maryland Consumer Cooperative Act › Section 5-5A-13 - Original Directors; Election and Term of Successors

(a)    Until the first annual meeting of members and until successors are elected and qualified, the board of directors shall consist of:
(1)    Individuals named as directors in the articles; or
(2)    If no directors are named, the incorporators.
(b)    (1)    The directors shall be elected by the members or by delegates of the members.
(2)    Unless the bylaws provide otherwise, the directors shall be elected at the first annual membership meeting and at each subsequent annual membership meeting, and shall hold office until the next annual membership meeting and until their successors are elected and qualified.
(3)    The bylaws may provide for staggered terms of directors and delegates.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 5A - Maryland Consumer Cooperative Act › Section 5-5A-14 - Bylaws Provision for Election of Directors and Delegates of Members

(a)    The bylaws may provide for election of directors and delegates of members by district or by interest groups.
(b)    The bylaws shall specify the number and manner of apportioning directors and delegates of members.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 5A - Maryland Consumer Cooperative Act › Section 5-5A-15 - Officers

(a)    Each cooperative shall have the following officers:
(1)    President or chairman;
(2)    Vice president or vice chairman;
(3)    Secretary; and
(4)    Treasurer.
(b)    The offices of secretary and treasurer may be combined.
(c)    In addition to the required officers, a cooperative may have any other officers provided for in the bylaws.
(d)    The president or chairman and vice president or vice chairman shall be elected by and from among the directors.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 5A - Maryland Consumer Cooperative Act › Section 5-5A-19 - Meetings; Quorum

(a)    (1)    Every cooperative shall hold at least an annual meeting of its members, or the delegates of its members, to elect directors and to transact any other business within its powers.
(2)    The annual meeting shall be held at the time provided in the bylaws at the principal office or any other place as determined by the board of directors.
(b)    (1)    The board of directors may call a special meeting at any time.
(2)    Ten percent of the members or a lesser number as provided in the bylaws may request a special meeting at any time by filing a petition which states the specific business to be brought before the meeting, and the board of directors shall then call the meeting.
(3)    Two-thirds of the delegate body of the membership may call a special meeting of the membership at any time.
(c)    Notice of each membership meeting shall be mailed to each member at least 15 but not more than 90 days before the meeting, and, if a special meeting is called, the notice shall state the purpose of the meeting.
(d)    Unless the bylaws provide otherwise, a quorum is present:
(1)    At a membership meeting if 5 percent of the members are present in person or present by mail ballot; and
(2)    At a meeting of the delegates of the membership if 50 percent of the delegates are present in person.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 5A - Maryland Consumer Cooperative Act › Section 5-5A-20 - Voting

(a)    Only members shall be entitled to vote in a cooperative.
(b)    Except as to federated cooperatives, the bylaws of a cooperative shall provide for voting on a 1 vote per member basis.
(c)    In a federated cooperative, the voting rights of members may be prescribed in the articles of incorporation or bylaws. Voting may not be based solely on the amount of investment by a member or on membership capital attributable to a member.
(d)    Voting by mail may be permitted as provided in the articles of incorporation or bylaws of a cooperative.
(e)    (1)    Subject to the provisions of this subtitle, the bylaws of a cooperative may provide for the nomination and election of delegates to represent the membership.
(2)    Where election of delegates has been provided for in the bylaws, unless otherwise stated in the bylaws, a reference in the bylaws to members will be considered to be a reference to delegates.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 5A - Maryland Consumer Cooperative Act › Section 5-5A-21 - Amendments to Articles of Incorporation; Action on Bylaws

(a)    (1)    Amendments to the articles of incorporation may be proposed by a two-thirds vote of the board of directors, by one-third of the delegates present and voting, or by petition of 10 percent of the cooperative’s members.
(2)    Notice of the meeting to consider amendments shall be sent by the secretary at least 30 days before the meeting to each member at the member’s last known address, accompanied by the full text of the proposal and by that part of the articles to be amended.
(3)    Two-thirds of the members voting may adopt that amendment. The power to amend the articles of incorporation is reserved to the members.
(b)    Bylaws shall be adopted, amended or repealed by at least a majority vote of the members voting. If the cooperative has adopted a delegate system, the bylaws may be amended by two-thirds of those delegates present and voting.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 5A - Maryland Consumer Cooperative Act › Section 5-5A-23 - Auditing; Annual Report

(a)    (1)    Each cooperative shall have an audit committee as specified in its bylaws.
(2)    At least annually, the audit committee shall audit, or cause to have audited, the affairs of the cooperative and make a full report on the audit to the board of directors, the meeting of delegates, and the annual membership meeting.
(3)    A report for the previous fiscal year shall be read or presented in written form at the annual meeting of members of the cooperative and kept with the records of the cooperative.
(b)    Every cooperative shall prepare within 120 days of the close of its operations for each fiscal year, as specified in its articles of incorporation or bylaws, a report of its conditions which shall be available for inspection by the members of the cooperative. The report shall state, at a minimum:
(1)    The names, addresses, occupations, and date of expiration of the terms of the directors and officers;
(2)    The amount and nature of the cooperative’s authorized, subscribed, and paid-in capital, the par value of its stock, and the rate at which any return upon capital has been paid. For nonstock cooperatives, the annual report shall state the total number of members and the amount of membership equity received or allocated;
(3)    The annual receipts, annual expenditures, assets, and liabilities of the cooperative; and
(4)    The audit committee report or the report of the auditors.
(c)    A copy of this annual report shall be kept on file at the principal office of the cooperative and be made available to the members during regular business hours.